SEC Company Response from ON THE GO HEALTHCARE INC (CIK 0001126302) — Nov 16, 2004
ON THE GO HEALTHCARE INC (CIK 0001126302)
Date: Nov. 16, 2004 · CIK: 0001126302 · Accession: 0001126302-04-000102
AI Filing Summary & Sentiment
File numbers found in text: 333-61538
Referenced dates: November 15, 2004
Letter
RE: On The Go Healthcare Inc. Form 8-K Item 4 filed November 9, 2004 Form 10-KSB/A filed November 12, 2004 File # 333-61538
<DESCRIPTION>RESPONSES TO STAFF COMMENTS NOV 15 2004 [Letterhead of Trombly Business Law]
November 16, 2004
Delivered by electronic submission via EDGAR
United States Securities and Exchange Commission Division of Corporate Finance, Mail Stop 4-6 Washington, D.C. 20549
Attn: Ms. Jennifer Thompson
Ladies and Gentlemen:
On behalf of On The Go Healthcare, Inc. (the "Company"), I enclose for filing under the Securities Exchange Act of 1934, an amendment to the Current Report filed on Form 8-K on November 9, 2004, file no. 333-61538, and an amendment to the Form 10-KSB/A filed on November 12, 2004, file no. 333-61538.
The amendment to the Current Report on Form 8-K and the amendment to the Annual Report on Form 10-KSB contain revisions that have been made in response to comments received from the Staff of the Securities and Exchange Commission (the "Staff") in their letter dated November 15, 2004. Set forth below are the Company's responses to the Staff's comments.
The numbering of the responses corresponds to the numbering of comments in the letter from the Staff.
Item 4.01 Form 8-K filed November 9, 2004
Comment 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.
Response 1.
The Company has made the revision requested by the Staff.
Form 10-KSB/A filed November 12, 2004
Comment 2.
The Form 8-K filed on 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.
<PAGE>
* 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.
Response 2.
The audit report received by the Company was signed by the accountants. The signature was inadvertently dropped when the document was EDGARized. The Company has revised the filing to show the signature.
The Company confirms that the audit of the financial statements took place in six days. The auditors were able to complete the audit in this time frame for the following reasons:
1) A staff of four people was assigned to work on the file;
2) The work progressed through a weekend with all staff working;
3) The staff spent a total of approximately 100 man hours to complete the audit over the six day period;
4) The Financial Statements had already been audited by a well-respected firm of Chartered Accountants (notwithstanding the fact that they were not registrants) who are well known to Danziger & Hochman Chartered Accountants. The previous auditors were very cooperative and helpful and made their files available to Danziger & Hochman. Additionally, the previous auditors provided instructive information on the client and the audit;
5) Danziger & Hochman were able to rely on parts of the audit work performed by the previous auditor which saved some time in completion of the audit process.
There was a minor change in depreciation and amortization in the amended 10-KSB from the original filed. Consideration was given to disclosure under paragraph 7 of APB 20, however, it was determined not to be necessary for the following reasons:
1) The amended 10-KSB contained a replacement financial statement because the original was audited by a firm who was a non-registrant. The financial statements contained therein were not acceptable and were to be replaced with the financial statements of Danziger & Hochman Chartered Accountants. This was not deemed to be a change but rather a reissue of the original financial statements that should not have been filed in the first place;
2) The application of the change was related to a transaction that occurred during the current fiscal year (i.e. the addition of Goodwill) and therefore, it would, under no circumstances have any application to a prior fiscal period in any event.
<PAGE>
General
The Company acknowledges 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 filings; 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.
Please call the undersigned with any questions or comments regarding this letter or other matters related to the filings referenced above.
Sincerely,
/s/Amy Trombly
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<DOCUMENT>
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<FILENAME>responce_10ksba.txt
<DESCRIPTION>RESPONSES TO STAFF COMMENTS NOV 15 2004
<TEXT>
[Letterhead of Trombly Business Law]
November 16, 2004
Delivered by electronic submission via EDGAR
United States Securities and Exchange Commission
Division of Corporate Finance, Mail Stop 4-6
Washington, D.C. 20549
Attn: Ms. Jennifer Thompson
RE: On The Go Healthcare Inc.
Form 8-K Item 4 filed November 9, 2004
Form 10-KSB/A filed November 12, 2004
File # 333-61538
Ladies and Gentlemen:
On behalf of On The Go Healthcare, Inc. (the "Company"), I enclose for filing
under the Securities Exchange Act of 1934, an amendment to the Current Report
filed on Form 8-K on November 9, 2004, file no. 333-61538, and an amendment
to the Form 10-KSB/A filed on November 12, 2004, file no. 333-61538.
The amendment to the Current Report on Form 8-K and the amendment to the Annual
Report on Form 10-KSB contain revisions that have been made in response to
comments received from the Staff of the Securities and Exchange Commission
(the "Staff") in their letter dated November 15, 2004. Set forth below are
the Company's responses to the Staff's comments.
The numbering of the responses corresponds to the numbering of comments in
the letter from the Staff.
Item 4.01 Form 8-K filed November 9, 2004
Comment 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.
Response 1.
The Company has made the revision requested by the Staff.
Form 10-KSB/A filed November 12, 2004
Comment 2.
The Form 8-K filed on 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.
<PAGE>
* 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.
Response 2.
The audit report received by the Company was signed by the accountants.
The signature was inadvertently dropped when the document was
EDGARized. The Company has revised the filing to show the signature.
The Company confirms that the audit of the financial statements took
place in six days. The auditors were able to complete the audit in
this time frame for the following reasons:
1) A staff of four people was assigned to work on the file;
2) The work progressed through a weekend with all staff working;
3) The staff spent a total of approximately 100 man hours to complete
the audit over the six day period;
4) The Financial Statements had already been audited by a
well-respected firm of Chartered Accountants (notwithstanding the
fact that they were not registrants) who are well known to Danziger
& Hochman Chartered Accountants. The previous auditors were very
cooperative and helpful and made their files available to Danziger
& Hochman. Additionally, the previous auditors provided instructive
information on the client and the audit;
5) Danziger & Hochman were able to rely on parts of the audit work
performed by the previous auditor which saved some time in
completion of the audit process.
There was a minor change in depreciation and amortization in the
amended 10-KSB from the original filed. Consideration was given to
disclosure under paragraph 7 of APB 20, however, it was determined
not to be necessary for the following reasons:
1) The amended 10-KSB contained a replacement financial statement
because the original was audited by a firm who was a non-registrant.
The financial statements contained therein were not acceptable and
were to be replaced with the financial statements of Danziger &
Hochman Chartered Accountants. This was not deemed to be a change
but rather a reissue of the original financial statements that
should not have been filed in the first place;
2) The application of the change was related to a transaction that
occurred during the current fiscal year (i.e. the addition of
Goodwill) and therefore, it would, under no circumstances have any
application to a prior fiscal period in any event.
<PAGE>
General
The Company acknowledges 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 filings; 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.
Please call the undersigned with any questions or comments regarding this
letter or other matters related to the filings referenced above.
Sincerely,
/s/Amy Trombly
Amy Trombly, Esq.
cc: Stuart Turk, On The Go Healthcare, Inc.
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