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SEC Comment Letter for ON THE GO HEALTHCARE INC (CIK 0001126302) — Nov 15, 2004

ON THE GO HEALTHCARE INC (CIK 0001126302)
Date: Nov. 15, 2004 · CIK: 0001126302 · Accession: 0000000000-04-036545

AI Filing Summary & Sentiment

File numbers found in text: 333-61538

Date
November 15, 2004
Author
Jennifer Thompson
Form
UPLOAD
Company
ON THE GO HEALTHCARE INC (CIK 0001126302)

Letter

<DESCRIPTION>ON THE GO HEALTHCARE ITEM 4 8K FILED 11/9/04 COMMENT LTR THOMPSON November 15, 2004 Mr. Stuart Turk Chief Executive Officer On The Go Healthcare, Inc. 85 Corstate Avenue, Unit #1 Concord, Ontario, Canada L4K 4Y2

RE: Form 8-K Item 4 filed November 9, 2004 File # 333-61538

Dear Mr. Turk:

We have reviewed your filing and have the following comments. Where indicated, we think you should revise your documents in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments.

Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone number listed at the end of this letter.

Item 4.01 Form 8-K filed November 9, 2004 1. We read that you appointed Danziger & Hochman as your new accountants. Please revise your filing to refer to this firm by the complete name under which they have registered with the PCAOB. It appears that this firm is registered under the name Danziger & Hochman Chartered Accountants.

Form 10-KSB/A filed November 12, 2004 2. The Form 8-K filed November 9, 2004 states that you appointed Danziger & Hochman as your new accountants on November 4, 2004. We note that you filed an amended July 31, 2004 Form 10-KSB after hours on November 10, 2004. The financial statements for the year ended July 31, 2004 contained in the amended Form 10-KSB appear to have been re-audited by your new accountants. We have the following comments on this amendment: * We note that the audit opinion of Danziger & Hochman in your amended Form 10-KSB is unsigned. Refer to Rule 2-02(a) of Regulation S-X. In order for this audit opinion to be valid, the opinion should be signed by the accountant. Please advise or revise. * We note that you filed your amended Form 10-KSB approximately six days after appointing your new accountant. It is unclear to us how your new accountant was able to audit your financial statements within six days. Please provide us with additional information concerning this issue, and, if true, confirm to us that the audit was completed within six days. * It appears that some of the numbers in your amended July 31, 2004 financial statements have changed from those published in your original July 31, 2004 Form 10-KSB. Tell us what consideration you gave to labeling the July 31, 2004 financial statements in your amended Form 10-KSB as restated and to providing the disclosures required by paragraph 37 of APB 20.

*****

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require. Since the company and its management are in possession of all facts relating to a company`s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the disclosure in the filings; * staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; and * the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.

Please file your supplemental response via EDGAR in response to these comments within 5 business days of the date of this letter. Please note that if you require longer than 5 business days to respond, you should contact the staff immediately to request additional time. You may wish to provide us with marked copies of each amended filing to expedite our review. Direct any questions regarding the above to the undersigned at (202) 824-5259.

Sincerely,
Jennifer Thompson
Staff Accountant
Mr. Turk
November 15, 2004
Page 1

Show Raw Text
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>onthego8kltr.txt
<DESCRIPTION>ON THE GO HEALTHCARE ITEM 4 8K FILED 11/9/04 COMMENT LTR THOMPSON
<TEXT>

November 15, 2004

Mr. Stuart Turk
Chief Executive Officer
On The Go Healthcare, Inc.
85 Corstate Avenue, Unit #1
Concord, Ontario, Canada L4K 4Y2

RE:  	Form 8-K Item 4 filed November 9, 2004
	File # 333-61538

Dear Mr. Turk:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your documents in response to
these comments.  If you disagree, we will consider your explanation as
to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

	Please understand that the purpose of our review process is to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.  We
look forward to working with you in these respects.  We welcome any
questions you may have about our comments or on any other aspect of
our review.  Feel free to call us at the telephone number listed at
the end of this letter.

Item 4.01 Form 8-K filed November 9, 2004
1. We read that you appointed Danziger & Hochman as your new
accountants.  Please revise your filing to refer to this firm by the
complete name under which they have registered with the PCAOB.  It
appears that this firm is registered under the name Danziger & Hochman
Chartered Accountants.

Form 10-KSB/A filed November 12, 2004
2. The Form 8-K filed November 9, 2004 states that you appointed
Danziger & Hochman as your new accountants on November 4, 2004.  We
note that you filed an amended July 31, 2004 Form 10-KSB after hours
on November 10, 2004.  The financial statements for the year ended
July 31, 2004 contained in the amended Form 10-KSB appear to have been
re-audited by your new accountants.  We have the following comments on
this amendment:
*
We note that the audit opinion of Danziger & Hochman in your amended
Form 10-KSB is unsigned.  Refer to Rule 2-02(a) of Regulation S-X.  In
order for this audit opinion to be valid, the opinion should be signed
by the accountant.  Please advise or revise.
* We note that you filed your amended Form 10-KSB approximately six
days after appointing your new accountant.  It is unclear to us how
your new accountant was able to audit your financial statements within
six days.  Please provide us with additional information concerning
this issue, and, if true, confirm to us that the audit was completed
within six days.
* It appears that some of the numbers in your amended July 31, 2004
financial statements have changed from those published in your
original July 31, 2004 Form 10-KSB.  Tell us what consideration you
gave to labeling the July 31, 2004 financial statements in your
amended Form 10-KSB as restated and to providing the disclosures
required by paragraph 37 of APB 20.

*****

We urge all persons who are responsible for the accuracy and adequacy
of the disclosure in the filings reviewed by the staff to be certain
that they have provided all information investors require.  Since the
company and its management are in possession of all facts relating to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

In addition, please be advised that the Division of Enforcement has
access to all information you provide to the staff of the Division of
Corporation Finance in our review of your filing or in response to our
comments on your filing.

Please file your supplemental response via EDGAR in response to these
comments within 5 business days of the date of this letter.  Please
note that if you require longer than 5 business days to respond, you
should contact the staff immediately to request additional time.  You
may wish to provide us with marked copies of each amended filing to
expedite our review.  Direct any questions regarding the above to the
undersigned at (202) 824-5259.

Sincerely,

Jennifer Thompson
Staff Accountant
Mr. Turk
November 15, 2004
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

       DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>