SecProbe.io

Filing text and metadata
Intelligence Terminal Search Probe Scores Topics IPO Watchlist Monthly Activity About API

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

Date
December 8, 2004
Author
/s/ Amy Trombly
Form
CORRESP
Company
ON THE GO HEALTHCARE INC (CIK 0001126302)

Letter

RE: On The Go Healthcare, Inc. Form SB-2 filed on November 19, 2004 File No. 333-120633

[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

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.

<PAGE>

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.

<PAGE>

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.

Show Raw Text
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                     [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.

<PAGE>

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.

<PAGE>

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.

<PAGE>

</TEXT>
</DOCUMENT>