-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GPW96v80UHNfAuMIzOQCDL5zXl9ASNV3pYdFsXOeSPBV8pxUe3r06tcZZbdylnS0 eDYDp6gYk26jmAsTsAt0Hg== 0001373232-06-000004.txt : 20060822 0001373232-06-000004.hdr.sgml : 20060822 20060822112156 ACCESSION NUMBER: 0001373232-06-000004 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060822 DATE AS OF CHANGE: 20060822 GROUP MEMBERS: THE CELLULAR CONNECTION LTD. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Turk Stuart CENTRAL INDEX KEY: 0001373232 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 905 669 7979 EXT 400 MAIL ADDRESS: STREET 1: 85 CORSTATE AVE STREET 2: UNT # 1 CITY: CONCORD STATE: A6 ZIP: L4K 4Y2 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ON THE GO HEALTHCARE INC CENTRAL INDEX KEY: 0001126302 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 980231687 FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-81983 FILM NUMBER: 061047981 BUSINESS ADDRESS: STREET 1: 85 CORSTATE AVENUE UNIT 1 CITY: CONCORD ONT. CANADA STATE: A6 ZIP: L4K 4Y2 BUSINESS PHONE: 905 669 7979 EXT 400 MAIL ADDRESS: STREET 1: 85 CORSTATE AVENUE UNIT 1 CITY: CONCORD ONT. CANADA STATE: A6 ZIP: L4K 4Y2 SC 13D 1 sturk_13d.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 ON THE GO HEALTHCARE, INC. ---------------------------- (Name of Issuer) Common Stock, $0.0001 par value per share ---------------------------------------- (Title of Class of Securities) 68219M303 -------------- (CUSIP Number) 85 Corstate Avenue, Unit #1 Concord, Ontario Canada L4K 4Y2 (905) 760-2987 ----------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 10, 2006 ----------------------------------------------------- (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box _____. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 68219M303 ------------------------- 1 Name of Reporting Person Stuart Turk The Cellular Connection, Ltd. 2 Check the Appropriate Box if a Member of a Group a [ ] b [X] 3 SEC USE ONLY 4 Source of Funds * Mr. Turk: PF, OO The Cellular Connection: WC, OO 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)[_] 6 Citizenship or Place of Organization Mr. Turk is a citizen of Canada. The Cellular Connection is organized under the laws of Ontario Canada. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 Sole Voting Power: Mr. Turk: 27,913,734 shares. 8 Shared Voting Power: None. 9 Sole Dispositive Power: Mr. Turk: 27,913,734 shares. 10 Shared Dispositive Power: None. 11 Aggregate Amount Beneficially Owned by Each Reporting Person: Mr. Turk: 27,913,734 shares. Mr. Turk is the principal of The Cellular Connection and, as such, has voting and dispositive control over the shares held by The Cellular Connection. * Mr. Turk owns 280,000 common shares. * Mr. Turk has an option to acquire 334 common shares. * Mr. Turk owns 133,000 Series A Preferred Shares that can convert into 13,300,000 common shares. * The Cellular Connection owns 333,400 common shares. * The Cellular Connection owns 140,000 Series A Preferred Shares that can convert into 14,000,000 common shares. 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [_]. 13 Percent of Class Represented by Amount in Row (11): Mr. Turk: 98.4% based on 1,076,735 shares of common stock of On the Go Healthcare, Inc. (hereinafter the "Issuer") issued as of August 16, 2006. 14 Type of Reporting Person Mr. Turk: IN; The Cellular Connection: CO ITEM 1: SECURITY AND ISSUER This Schedule relates to the acquisition of beneficial ownership of common stock, $0.0001 par value per share, of the Issuer, whose principal executive office is located at 85 Corstate Avenue, Unit #1, Concord, Ontario, Canada L4K 4Y2. ITEM 2: IDENTITY AND BACKGROUND a. Name - Stuart Turk; The Cellular Connection, Ltd. The Cellular Connection is a manufacturer of cellular products. b. Address - Mr. Turk's principal business office is 85 Corstate Avenue, Unit #1, Concord, Ontario, Canada L4K 4Y2. The principal business office address of The Cellular Connection, Ltd., a Canadian corporation, is P.O. Box 562, Richmond Hill, ON, Canada L4B 4R2. c. Mr. Turk is the President, Chief Executive Officer, Chairman and Director of the Board of the Issuer located at 85 Corstate Avenue, Unit #1, Concord, Ontario, Canada L4K 4Y2. d. During the past five years, Mr. Turk has not been convicted in any criminal proceeding. e. During the past five years, neither Mr. Turk nor The Cellular Connection, Ltd. has been a party to a civil proceeding before a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violation of, prohibiting or mandating activities subject to, federal or state securities laws. f. Mr. Turk is a citizen of Canada. Item 3: SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION On July 21, 2000, Mr. Turk was issued 16,000,000 shares of common stock. Mr. Turk acquired these shares upon formation of the Issuer in July 2000. The Cellular Connection, Ltd. acquired the majority of the shares it owns during the year ended July 31, 2002. During these time periods, Mr. Turk, the founder and Chief Executive Officer of the Issuer, contributed capital to the Issuer to cover its losses and provide working capital. Item 4: PURPOSE OF TRANSACTION The Series A Preferred Stock could not convert into common stock until after July 31, 2005. On July 31, 2005, Mr. Turk signed a Lockup Agreement and agreed not to sell the common stock underlying his shares of Series A Preferred Stock until July 31, 2006. Additionally, under the Agreement, Mr. Turk cannot sell or otherwise dispose of 22,930,067 shares common stock or any options, warrants or other rights to purchase shares of common stock or any other equity security of the Issuer which Mr. Turk owns or has a right to acquire as of the date of the Agreement, other than in connection with an offer made to all shareholders of the Issuer or any merger, consolidation or similar transaction involving the Issuer, until July 31, 2007. On August 10, 2006, the Issuer had a 50 to 1 reverse split, therefore Mr. Turk cannot sell or otherwise dispose of 22,913,734 shares of common stock as described above. ITEM 5: INTEREST IN SECURITIES OF THE ISSUER a. Mr. Turk: As of the date of the filing of this Schedule, Mr. Turk is deemed to beneficially own 27,913,734 shares of common stock of the Issuer. Such amount is 98.4% of the outstanding shares of the Issuer. Mr. Turk is the sole control person for The Cellular Connection, Ltd., and, as such, has full voting and dispositive control over shares held by The Cellular Connection, Ltd. Mr. Turk may acquire 334 shares within 60 days through the exercise of stock options. Additionally, Mr. Turk owns 133,000 shares of Series A Preferred Stock that can convert into 13,300,000 shares of common stock. The Cellular Connection: As of the date of the filing of this Schedule, The Cellular Connection is deemed to beneficially own 14,333,400 shares of common stock of the Issuer, or 95.1% of the outstanding shares of the Issuer. These beneficial shares owned by The Cellular Connection, Ltd. include 333,400 shares of common stock and 140,000 shares of Series A Preferred Stock that can convert into 14,000,000 shares of common stock. b. Mr. Turk has the sole power to vote and dispose of 27,913,734 shares of common stock of the Issuer. c. The Reporting Person has effected the following transactions with respect to the Shares during the past 60 days: None. d. N/A e. N/A ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Mr. Turk has entered into a Lockup Agreement. ITEM 7: MATERIAL TO BE FILED AS EXHIBITS The following documents relating to the securities of the Issuer are incorporated herein by reference: (i) Lockup Agreement between Stuart Turk and the Company, dated July 31, 2005. SIGNATURE ----------------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, correct and complete. /s/ Stuart Turk Date: August 22, 2006 ----------------------------- --------------------- Stuart Turk Chief Executive Officer /s/ Stuart Turk Date: August 22, 2006 ----------------------------- --------------------- The Cellular Connection, Ltd. By: Stuart Turk President EX-4.1 2 lockup_ex41.txt LOCKUP AGREEMENT BETWEEN STUART TURK AND THE COMPANY, DATED JULY 31, 2005 EXHIBIT 4.1 LOCKUP AGREEMENT This LOCKUP AGREEMENT is made as of the 31st day of July, 2005, by Stuart Turk (the "Holder"), in connection with his ownership of shares of common stock of On the Go Healthcare, Inc. (the "Company"). NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of which consideration are hereby acknowledged, Holder agrees as follows: 1. Background. As of July 31, 2005, Holder is the beneficial owner of or entitled to receive 27,930,067 shares of the common stock of the Company ("Common Stock"). 2. Share Restriction. Holder hereby agrees that for one year from the date of this Agreement, Holder will not sell or otherwise dispose of any shares of Common Stock or any options, warrants or other rights to purchase shares of Common Stock or any other equity security of the Company which Holder owns or has a right to acquire as of the date hereof, other than in connection with an offer made to all shareholders of the Company or any merger, consolidation or similar transaction involving the Company. Holder further agrees that from July 31, 2006 through July 31, 2007, Holder will not sell or otherwise dispose of 22,930,067 shares of Common Stock or any options, warrants or other rights to purchase shares of Common Stock or any other equity security of the Company which Holder owns or has a right to acquire as of the date hereof, other than in connection with an offer made to all shareholders of the Company or any merger, consolidation or similar transaction involving the Company. Holder further agrees that the Company is authorized to and the Company agrees to place "stop orders" on its books to prevent any transfer of shares of Common Stock or other equity securities of the Company held by Holder in violation of this Agreement. 3. Miscellaneous. a. The Holder warrants that the signatory to this Agreement has the power to bind the Holder. b. This Agreement contains the entire agreement of the Holder with respect to the subject matter hereof. c. This Agreement shall be binding upon Holder, its legal representatives, successors and assigns. IN WITNESS WHEREOF, and intending to be legally bound hereby, Holder has executed this Agreement as of the day and year first above written. HOLDER: Stuart Turk /s/ Stuart Turk ----------------------------- (Signature of Holder) COMPANY: On The Go Healthcare, Inc. /s/ Ralph Magid By:--------------------------- Ralph Magid Its: Director -----END PRIVACY-ENHANCED MESSAGE-----