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) March 5, 2008
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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On December 6, 2006, we issued to Dutchess Private Equities Fund, L.P. a
promissory note in the amount of $1,937,000 for a purchase price of $1,550,000.
The note was due and payable in full on July 11, 2008. Other than the $387,000
discount inherent in the purchase price, the note was non-interest bearing.
The note was to be repaid in payments of $60,000 U.S. per month for the
first seven months and $126,500 U.S. per month for the remaining months
until the note was paid in full. In connection with the note, we issued
400,000 shares of restricted common stock as incentive shares.
On March 5, 2008, we agreed to amend the terms of the note. Pursuant to the
terms of the amended note, payments made by us in satisfaction of the note
will be in shares of our common stock, which we will issue to Dutchess on the
tenth calendar day of each month until our obligations under the note have
been satisfied in full. Each payment will be convertible at eighty percent
of the lowest closing best bid prices of our common stock for the ten trading
days prior to the payment due date. The maturity date of the note remains the
same. As of March 5, 2008, we owed $632,500 on the note.
The foregoing description of the terms and conditions of the promissory note
is qualified in its entirety by, and made subject to, the more complete
information set forth in the Convertible Promissory Note filed as Exhibit 4.29,
to the Form 10-KSB filed December 12, 2006 and incorporated herein by
reference. The foregoing description of the terms and conditions of the
amended promissory note is qualified in its entirety by, and made subject
to, the more complete information set forth in the Amended Convertible
Promissory Note filed as Exhibit 4.2 and incorporated herewith.
This report may contain forward-looking statements that involve risks and
uncertainties. 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 the risks
described in our annual report on Form 10-K and other filings we make from
time to time filed with the Securities and Exchange Commission. 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. 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.
ITEM 9.01 EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
4.1 Convertible Promissory Note between the Company and Dutchess Private
Equities Fund, L.P., dated December 6, 2006 (included as Exhibit 4.29
to the Form 10-KSB filed December 12, 2006 and incorporated herein
by reference).
4.2 Amended Convertible Promissory Note between the Company and Dutchess
Private Equities Fund, L.P., dated March 5, 2008 (filed herewith).
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.
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(Registrant)
Date March 6, 2008
/s/ Stuart Turk
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(Signature)
Name: Stuart Turk
Title: Chief Executive Officer and
President