FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 02/19/2008 |
3. Issuer Name and Ticker or Trading Symbol
Organic To Go Food CORP [ OTGO ] |
|||||||||||||
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Beneficially Owned | |||
---|---|---|---|
1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock, par value $0.001 | 7,142,857 | I | By W.Health L.P.(1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
---|---|---|---|---|---|---|---|
1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Convertible Promissory Note | 06/17/2008 | 03/17/2008 | Common Stock(2) | 2,166,667 | (3) | I | By W.Health L.P.(1) |
Warrant | 02/19/2008 | 02/19/2013 | Common Stock(2) | 4,285,715 | $2.5 | I | By W.Health L.P.(1) |
Warrant | 06/17/2008 | 06/17/2013 | Common Stock(2) | 625,000 | $3 | I | By W.Health L.P.(1) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
Explanation of Responses: |
1. By reason of Inventages Wealth Management Inc. being the general partner of W.Health L.P., which is the direct holder of the securities reported hereunder, it may be deemed to be the beneficial holder of, and to share the power to vote and dispose of, the securities owned directly by W.Health L.P. Mr. Wolfgang Reichenberger and Mr. Gunnar Weikert are the sole general partners and directors of Inventages and as a result, may be deemed to indirectly beneficially own the Shares beneficially owned by W.Health. Messrs. Reichenberger and Weikert disclaim beneficial ownership of such shares. |
2. The Convertible Promissory Note and the Warrants are convertible and exercisable (as the case may be) into Common Stock, par value $0.001 per share. |
3. The Convertible Promissory Note is convertible into a number of shares of common stock determined by this formula: A/10,000,000*4,333,333 where A equals the principal amount of the note. |
Remarks: |
Joint Filing Information In addition to Inventages Wealth Management Inc., the designated filer, W.Health L.P. is a limited partnership organized under the laws of the Bahamas, with a principal business address c/o Inventages Wealth Management Inc.; Winterbotham Place, Marlborough & Queen Streets, P.O.Box N-3026, Nassau, The Bahamas; |
INVENTAGES WEALTH MANAGEMENT INC., /s/ Gunnar Weikert, Director | 07/07/2008 | |
W.HEALTH L.P., /s/ Wolfgang Reichenberger, Director | 07/07/2008 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |