UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 9, 2007
ON THE GO HEALTHCARE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 333-61538 98-0231687
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) No.)
85 Corstate Avenue, Unit #1
Concord, Ontario
Canada L4K 4Y2
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (905) 760-2987
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
On January 6, 2006, we entered into a Promissory Note with Dutchess Private
Equities Fund, L.P. and Dutchess Private Equities Fund, II, L.P. The principal
amount of the Note was $1,250,000 and it carried no interest. The Note had a
discount of $250,000 and we agreed to pay an additional $65,000 in fees.
Pursuant to the terms of the Note, we agreed to make payments in the amount of
the greater of $69,444.44 or 50% of each Put, as described in our Investment
Agreement with Dutchess, until the face amount was paid in full, minus any
fees due. Payments were due on the tenth calendar day of each month. Dutchess
had the right to convert the Note into shares of our common stock any time.
The Note was subject to automatic conversion on June 30, 2007.
On April 9, 2007 we paid the Note in full in advance of its due date of
June 30, 2007.
This report may contain forward-looking statements that involve risks and
uncertainties, including, without limitation, statements concerning our
business and possible or assumed future results of operations. We generally
use words such as "believe," "may," "could," "will," "intend," "expect,"
"anticipate," "plan," and similar expressions to identify forward-looking
statements. You should not place undue reliance on these forward-looking
statements. Our actual results could differ materially from those anticipated
in the forward-looking statements for many reasons including: our ability
to continue as a going concern, adverse economic changes affecting markets
we serve; competition in our markets and industry segments; our timing and
the profitability of entering new markets; greater than expected costs,
customer acceptance of our products or difficulties related to our integration
of the businesses we may acquire; and other risks and uncertainties as may be
detailed from time to time in our public announcements and SEC filings.
Although we believe the expectations reflected in the forward-looking
statements are reasonable, they relate only to events as of the date on
which the statements are made, and our future results, levels of activity,
performance or achievements may not meet these expectations. We do not
intend to update any of the forward-looking statements after the date of
this document to conform these statements to actual results or to changes
in our expectations, except as required by law.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
On The Go Healthcare, Inc
Date: April 9, 2007
By: /s/ Stuart Turk
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Stuart Turk
Chief Executive Officer and President