SEC Company Response from ON THE GO HEALTHCARE INC (CIK 0001126302) — Dec 8, 2004
ON THE GO HEALTHCARE INC (CIK 0001126302)
Date: Dec. 8, 2004 · CIK: 0001126302 · Accession: 0001126302-04-000119
AI Filing Summary & Sentiment
File numbers found in text: 333-113172, 333-120633
Referenced dates: December 7, 2004
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[Letterhead of Trombly Business Law]
December 8, 2004
Delivered by electronic submission via EDGAR
United States Securities and Exchange Commission
Division of Corporate Finance
Washington, D.C. 20549
Attn: Mr. Chris Edwards
RE: On The Go Healthcare, Inc.
Form SB-2 filed on November 19, 2004
File No. 333-120633
Ladies and Gentlemen:
On behalf of On The Go Healthcare, Inc. (the "Company"), I enclose for filing
under the Securities Act of 1933, as amended, Amendment No. 1 to Registration
Statement on Form SB-2 (File No. 333-120633), together with certain exhibits
thereto (the "Registration Statement").
Amendment No. 1 to the Registration Statement contains 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 December 7, 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.
General
Comment 1.
We note your recent press releases announcing your results of
operations. In future press releases please balance the information
presented so that investors can understand the reasons for the large
increases in revenues. In many instances it appears that the
significant increases over prior periods are attributable to the
inclusion of the operations of your recent acquisitions, which would
not be reflected in your previous results.
Response 1.
The Company notes the comment given by the Staff and will comply in
future press releases.
Comment 2.
We note that you filed a Form SB-2 registration statement on
February 27, 2004 that was declared effective on March 10, 2004
(File No. 333-113172). Please tell us whether the amount of common
stock registered in the current registration statement for Dutchess
Private Equities Fund is in addition to the securities registered in
the previous registration statement.
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Response 2.
The amount of common stock filed on the Registration Statement is in
addition to the common stock registered on the registration statement
filed on February 27, 2004 that was declared effective on
March 10, 2004 (File No. 333-113172). The Company previously
disclosed under "The Investment Agreement" on pages 5-6 of the
Registration Statement that, in March 2003, it registered 30,000,000
shares of common stock pursuant to the Investment Agreement. As of
November 5, 2004, the Company had issued 6,071,146 shares of common
stock and raised $512,500 pursuant to the Investment Agreement. The
number of shares issued does not reflect the 1:30 reverse split of
the Company's common stock on October 4, 2004.
SELLING STOCKHOLDERS, PAGE 15
Comment 3.
Please briefly describe the placements and purchasers of the common
stock listed in the table.
Response 3.
The Company had previously disclosed the purchasers of the stock in
the table of Selling Stockholders. To the Company's knowledge, none
of the selling stockholders transferred, sold or otherwise disposed
of their restricted shares or warrants to purchase shares. The
Company has revised the disclosure in the Registration Statement to
briefly describe the placements of the common stock listed in the
table.
Comment 4.
Please tell us whether any of the entities listed in the selling
stockholders table are broker-dealers or affiliates of a
broker-dealer. If a selling stockholder is a broker-dealer, the
prospectus should state that the seller is an underwriter. If a
selling stockholder is an affiliate of a broker-dealer, provide
the following representations in the prospectus: (1) the seller
purchased in the ordinary course of business, and (2) at the time
of the purchase of the securities to be resold, the seller had no
agreements or understandings, directly or indirectly, with any
person to distribute the securities. If you are unable to make
those representations in the prospectus, state that the seller is
an underwriter.
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Response 4.
The selling stockholders have represented to the Company that they
are not broker-dealers or affiliates of a broker-dealer. To the
Company's knowledge, none of the other entities listed in the selling
shareholder table are broker-dealers or affiliates of
broker-dealers or underwriters.
The Company acknowledges that:
* Should the Commission or the staff, acting pursuant to
delegated authority, declare the filing effective, it does not
foreclose the Commission from taking any action with respect
to the filing;
* The action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the Company from its full responsibility for the adequacy
and accuracy of the disclosure in the filing; and
* the Company may not assert this action 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, the Registration Statement or any other matters related to the filing.
Regards,
/s/ Amy Trombly
----------------
Amy Trombly, Esq.
cc: Stuart Turk, On The Go Healthcare, Inc.
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