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 18, 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.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
Effective March 18, 2008, we entered into a binding letter of intent with FTS
Group, Inc. and OTG Technologies Group, Inc., a Florida corporation and
wholly-owned subsidiary of FTS Group, Inc. (together, "FTS"), whereby FTS
agreed to purchase certain assets of our value-added reseller business unit,
dba On The Go Technologies Group, including its goodwill and intellectual
property, and in addition, FTS agreed to assume On The Go Technologies Group's
trade contracts beginning March 18, 2008. In exchange for the foregoing, FTS
agreed to pay us US$4,000,000. The $4,000,000 purchase price will be
comprised of a promissory note and the assumption of our vendor debt in the
amounts of $1,100,000 and $2,900,000, respectively, subject to adjustment
based on a final determination of vendor debt outstanding on the effective
date.
The promissory note will have a face value of $1,100,000, subject to
adjustment, and will be payable to us in cash payments of $150,000 on the
first of each month, beginning April 1, 2008, until paid in full. We may,
at our sole option, extend the first payment due date in writing. If FTS
does not make a scheduled payment on the promissory note within three
business days after a payment due date, it will be in default on the
promissory note and we may, at our sole option, convert any unpaid principal
that would have been due into shares of FTS Group's restricted common stock.
The conversion rate is 95% of the lowest closing best bid prices of FTS
Group's common stock on the three trading days prior to our delivery of a
notice of conversion.
If after 180 calendar days following the issuance of common stock pursuant
the default provisions of the promissory note, the value of the common stock
is less than the amount of principal converted, and we still hold the common
stock, then, FTS will, within ten business days following the 180th day, pay
us in cash or common stock, in its discretion, the amount by which such value
falls short of the principal amount converted.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
Between March 6, 2008 and March 19, 2008, an existing investor converted
$19,600 principal amount of a convertible promissory note into an aggregate
of 122,500,000 shares of our common stock, at $0.00016 per share. Payments
under the note are due on the tenth calendar day of each month and are
convertible into shares of our common stock 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. We issued shares pursuant to this conversion as
follows:
* On March 6, 2008, we issued 15,000,000 shares of our common stock.
* On March 10, 2008, we issued 18,300,000 shares of our common stock.
* On March 11, 2008, we issued 20,700,000 shares of our common stock.
* On March 12, 2008, we issued 21,700,000 shares of our common stock.
* On March 14, 2008, we issued 22,800,000 shares of our common stock.
* On March 19, 2008, we issued 24,000,000 shares of our common stock.
With respect to the issuance of our securities as described above, we relied
on the Section 4(2) exemption from securities registration under the federal
securities laws for transactions not involving any public offering. No
advertising or general solicitation was employed in offering the securities.
The securities were sold to an accredited investor. The securities were
offered for investment purposes only and not for the purpose of resale or
distribution, and the transfer thereof was appropriately restricted by us.
This report contains 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.
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 20, 2008
/s/ Stuart Turk
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(Signature)
Name: Stuart Turk
Title: Chief Executive Officer and
President