UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

[X]  Annual Report pursuant to Section 13 or l5 (d) of the Securities  Exchange
     Act of 1934

                      for the year ended July 31, 2004
                                       OR
[ ]  Transition  Report  pursuant  to Section 13 or 15 (d) of the  Securities
     Exchange  Act of  1934

          for the transition period from ___________ to ___________

                         Commission File Number: 333-61538

                            ON THE GO HEALTHCARE, INC.
         ---------------------------------------------------------------
        (Name of Small Business Issuer in its charter)

             DELAWARE                                         98-0231687
             --------                                         ----------
   (State or other jurisdiction                            (I.R.S. Employer
  of incorporation or organization)                      Identification Number)

         85 Corstate Avenue, Unit #1, Concord, Ontario, Canada L4K 4Y2
             ------------------------------------------------------
                    (Address of Principal Executive Offices) (Zip Code)

  Issuer's telephone number, including area code: (905) 760-2987

  Securities Registered Pursuant to Section 12(b) of the Act:        None

  Securities Registered Pursuant to Section 12(g) of the Act:        None

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes [x]
No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-KSB or any amendment to this Form 10-KSB. [ ]

State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as
of a specified date within the past 60 days.

We generated $ 3,012,902 of gross revenues for the fiscal year ended
July 31, 2004. As of October 6, 2004, there were 1,004,488 shares of our common
stock outstanding, 859,488 shares of which were held by non-affiliates. The
aggregate market value of the our common stock held by non-affiliates was
$1,933,848 based on the closing price of our common stock on October 6, 2004
of $2.25.

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]


<PAGE>

                           ON THE GO HEALTHCARE, INC.
                         ANNUAL REPORT ON FORM 10-KSB
                    FOR THE FISCAL YEAR ENDED JULY 31, 2004

                                TABLE OF CONTENTS
PART I                                                                     PAGE

Item 1     Description of Business............................................1
Item 2     Description of Property............................................7
Item 3     Legal Proceedings..................................................7
Item 4     Submission of Matters to a Vote of Security Holders................7

PART II

Item 5     Market For Common Equity and Related Stockholder Matters...........8
Item 6     Management's Discussion and Analysis or Plan of Operation..........9
Item 7     Financial Statements..............................................17
Item 8     Changes in and Disagreements with Accountants on Accounting and
           Financial Disclosure..............................................17
Item 8A    Controls and Procedures...........................................18

PART III

Item 9     Directors and Executive Officers..................................18
Item 10    Executive Compensation............................................20
Item 11    Security Ownership of Certain beneficial Owners and Management
             And Related Stockholder Matters.................................21
Item 12    Certain Relationships and Related Transactions....................22
Item 13    Exhibits..........................................................22
Item 14    Principal Accountant Fees and Services............................24
           Signatures........................................................24
           Financial Statements........................................F1 - F13


<PAGE>


                                    PART I

ITEM 1. DESCRIPTION OF BUSINESS

HISTORY

        We incorporated in the State of Delaware on July 21, 2000.  We
immediately acquired International Mount Company Limited, a private corporation
owned and operated by Stuart Turk.  International Mount shareholders received
16,000,000 shares of our common stock and a cash payment of $198 in exchange
for all the issued and outstanding shares of International Mount's common
stock, pursuant to a Share Exchange Agreement.

        In October 2003, we acquired the assets and liabilities of Compuquest
Inc.("Compuquest") through our subsidiary International Mount.  Compuquest was
incorporated under the laws of Ontario, Canada in November 1989.  Compuquest
is an authorized dealer of computer hardware, software and peripherals for Acer
America, AST Computer, Hewlett-Packard, Microsoft and Toshiba.  We are
designated an IBM Business Partner and obtained silver level dealer
authorization for Hewlett-Packard/Compaq corporation in 2002.

        On June 1, 2004, we acquired the assets and liabilities of Vital Baby
Innovations, Inc. ("Vital Baby"), a Canadian company headquartered in Toronto,
Ontario, the exclusive distributor of the Heinz Baby Basics feeding accessories
range and Sudocrem diaper rash cream in Canada.

OUR BUSINESS

       We conduct business directly through our International Mount subsidiary.
Compuquest and Vital Baby are divisions of International Mount.

COMPUQUEST

        Compuquest is a valued-added reseller of the following computer and
        computer-related products:

        * Hardware:    Intel-based servers, personal computers, and laptops
                       supporting Windows, Macintosh, Unix, Linux, and Novell
                       operating systems.

        * Peripherals: Printers, monitors, personal digital assistants,
                       scanners, and other computer equipment related to
                       the operation of computers, servers, and laptops.

        * Software:    Microsoft Windows and Apple Macintosh retail boxed
                       products that relate to the operation of computers,
                       servers, and laptops.  Those software products include
                       the operating system sold separately as well as with
                       the original hardware.

        * Supplies:    Toners, inks, ribbons, labels, papers and cleaning
                       products.

        All of the products sold by Compuquest are manufactured by others.

        Approximately 90% of our revenues in this division are derived from
        the sale of hardware and peripherals.

                                       1
<PAGE>


VITAL BABY

Our Vital Baby division manufactures the following products under the
"On the Go" name:

        * Padded Training Seat:  An ergonomically designed, cushioned seat
          placed on top of adult toilet seats to help toddlers with potty
          training.

        * Baby Bath: A bathtub with a contoured shape to cradle babies
          0-6 months.

        * Plastic carrying cases: one piece plastic carrying cases for
          discreet storage of pills, tampons or condoms.

International Mount acquired Vital Baby Innovations in June 2004. Vital Baby
manufactures and markets the following products under the Heinz Baby Basics
name:Eze Bib Disposable, Flow Nipples, Holding Handles, Angled Feeding Bottles,
Bottle and Nipple Brush, Play and Splash Mat, Three Steps Trainer Cup,
Insulated Bottle Traveller, Baby's 1st Spoons, First Cutlery Set, First Feeding
Set, Baby's 1st Set Flexisoft spoon and bowl, Sticky Fingers Hand and Face
wipes and distributes Sudocrem, an ointment for the protection, relief, and
treatment of diaper rash.

Substantially all of the sales in our Vital Baby division are derived from our
Heinz Baby Basics line.


SALES AND MARKETING


Computer products

        Our sales and marketing strategies have been created based on specific
        target markets. We have established a dedicated sales force composed of
        three full time sales representatives and two independent sales
        representatives, working solely on commission for our computer
        division.  We have developed an extensive telemarketing program,
        consisting of telemarketing sales personnel located in Toronto,
        Ontario, to target financial, graphics, utility, and education sectors
        throughout North America.  We are planning an expansion of our
        telemarketing program to enhance the sales and marketing efforts of our
        sales forces.

Our Compuquest division utilizes a professionally-produced business card
CD-Media presentation product to market our authorized products and services.

        We developed a three-year sales and marketing plan that will focus on:

        (i)    building on our successful relationships with customers and
               suppliers;
        (ii)   increasing market penetration through business to business and
               web based representation of newly sourced products, and
        (iii)  positioning ourselves as a rapid reactionary reseller able to
               use our leaner design to react to emergency requests from across
               North America;
        (iv)   increasing market penetration through business to business and
               web based representation of our product offerings in a newly
               designed web portal on our web site.

                                       2
<PAGE>

Infant care products

        Our sales and marketing strategies have been created based on specific
        target markets. We have established a dedicated sales force composed of
        two full time sales representatives dedicated to our child products. We
        have developed an extensive telemarketing program, consisting of
        telemarketing sales personnel located in Toronto, Ontario, to target
        approximately 10,000 business customers including wholesale
        distribution networks and retail drug chains. As of September 15, 2004,
        our products are distributed to more than 3,600 retail locations. We
        are planning an expansion of our telemarketing program to enhance the
        sales and marketing efforts of our sales forces.

        We have also begun to expand our international marketing efforts.  On
        March 29, 2004, we reached an agreement with Bibs n' Stuff, a British
        company, to assist us in developing our core products in European
        markets. We also have relationship with Juvenile Solutions Inc.,
        to market our padded training seat in the United States.

        We have expanded our signature padded training potty seat line by
        adding an additional seat designed to fit European and Australian
        toilets.  We plan to expand our international sales force consisting
        of independent commission-only representatives located overseas.  We
        will also seek opportunities to enter into a multi-year, non-exclusive
        European, South American and South African distribution agreements for
        a range of our products.

        We market all our products using a variety of programs and materials
        including print advertising, product brochures, cooperative advertising
        programs and sales promotions to reinforce our ongoing commitment to
        satisfy the needs of our customers.  We plan to develop a product line
        CD-ROM version of our catalog and expand our interactive Internet web
        site.

        We developed a three-year sales and marketing plan that will focus on:

        (i)    increased representation and sales growth through retail
               locations;
        (ii)   increasing our market share in our present market of North
               America and positioning ourselves as a contender in providing
               our products to our present market (North America), South
               America and other emerging markets, at the most economical
               price;
        (iii)  building on our successful relationships with customers and
               suppliers;
        (iv)   increasing market penetration through business to business and
               web based representation of newly sourced products, and
        (v)    continuing negotiations with target corporations in related
               manufacturing and drug-chain businesses, leading to strategic
               alliances and acquisitions;
        (vi)   increasing market penetration through business to business and
               web based representation of our product offerings in a newly
               designed web portal on our web site.

CUSTOMERS

        We market our computer products principally to Fortune 500 and 100
corporations.   We market our childcare products to the consumer market by
distribution into drug store chains, mass merchandisers and department stores.
In general, the dealers, wholesalers and retailers to whom we market our
products also sell other similar products, some of which compete with our
products.

        We do not depend on one or even a few major customers. We sell our
products to customers of all sizes, from small businesses to large national
chain pharmacies and our computer products to Fortune 500 and 100 corporations.
As of October 6, 2004, we estimate that we had 800 customers and that our
revenue mix is about 90% from Fortune 500 and 100 corporations and large
national pharmacies, and 10% from independent retailers and wholesalers.

                                       3
<PAGE>

DISTRIBUTION / DEALER NETWORK

        We provide same-day and next-day services to all our customers in both
the Compuquest and Vital Baby divisions. We have our truck deliver to our local
customers and utilize same day and next day couriers such as FedEx, UPS and
Purolator to meet our delivery commitments. We believe that our ability to
continue to grow our revenue base depends in part upon our ability to provide
our customers with efficient and reliable service.

        As of October 6, 2004, we distributed our products through one primary
point of distribution located in Concord, Ontario, Canada. We also drop ship
many of our computer products direct from our suppliers warehouse.  We plan to
distribute our products from other distribution facilities if and when
required. However, we have not committed our resources at this time for any
additional distribution facilities.

STRATEGIC ALLIANCES

        An important part of our marketing strategy is to develop relationships
with manufacturers who wish to significantly increase their own product sales
through a network of distributors and drug-chains offering high demand products
at reasonable prices. We believe we will be able to capitalize on
manufacturers' product marketing programs, sales forces and distribution
strategies.

WHOLESALE OPERATIONS

        We currently sell certain of our childcare products wholesale to
Bibs n' Stuff in England and Juvenile Solutions in the United States.  Through
our wholesale agreements we sell our products in bulk to these entities.  In
turn, these entities resell them.  Wholesale operations currently represent 1%
of our operations.

        Compuquest has no wholesale operations at this time.

        We intend, in certain markets, to wholesale product in lines other than
those that will carry the On the Go labels.  Because of our large purchasing
power, we believe that we have the ability to make large volume purchases of
manufacturer's clearance and ends-of-lines and the infrastructure to add bottom
line value while levering off of these products. The products we intend to add
fall into two categories: (i) accessories for our own products and (ii) plastic
mold injection products that are more economical to source locally. We do not
currently have any suppliers from whom we will buy any pre-made products but
are actively reviewing items on an ongoing basis.

COMPETITION

        In both of our product lines, we compete with other manufacturers,
distributors and value-added resellers who offer one or more products
competitive with the products we sell.  However, we believe that no single
competitor serving our markets offers as competitive a price and range of
products as ours. Our principal means of competition are our quality,
reliability, and value-added services, including delivery and service
alternatives.

                                       4
<PAGE>

        Unlike our competitors who rely on single direct from manufacturer
supply channels, Compuquest partners with a wide range of distributor partners
who can supply products from a large number of strategically placed warehouses
throughout North America.  Compuquest not only receives manufacturer-sponsored
pricing assistance to establish and maintain a competitive pricing strategy,
but we benefit from a better stocked supply channel than their direct from
manufacturer competitors.  Compuquest offers an extensive range of products
surpassing that of other direct from manufacturer competitors.  In partnering
with a large and diverse distributor supply channel, we offer a wider range of
products than our competitors who rely on direct relationships with the
manufacturers they represent.  While these direct relationships offer the
benefit of more competitive pricing, they restrict, the ability of our
competitors to deliver products to their customers in an acceptable time
frame.  We operate Compuquest on a smaller scale than our competitors allowing
us greater flexibility to fulfill expedited same day and next day delivery
requirements in a volatile market that demands fast service.  We receive
assistance from manufacturers and distributors alike to ensure our pricing
remains competitive.  But the personalized service to the customers, our
scale to offer expedited delivery to our customers, and the assistance we
receive from manufacturers and distributors to remain price competitive
supports the assertion that we are positively differentiated from our
competitors.  We believe that these attributes combined with technological
advances relating to our manufactured and proprietary products are favorable
factors in competing with other manufacturers and value-added resellers such
as:

        * EDS Systemhouse Inc.;
        * GE Capital Corporation; and
        * Compugen

        We believe that our competitors share approximately 20% of the
corporate-based computer resale market governing hardware, software,
peripherals, and supplies, including cartridges. Additionally, we believe they
share over 40% of the service and support contracts pertaining to computers and
their related hardware and software.  Their domination of the computer service
and support contracts helps them gain penetration into the resale market,
business they would not otherwise have earned.  Compuquest is unable to compete
with the sales and support contract offerings of its competitors because its
competitors have extensive office and personnel representation across Canada.
Compuquest can compete by partnering with its manufacturing partners to provide
service and support offerings across Canada, but not to take away market share
from its competitors in this area.

        The childcare products industry is highly competitive and is
characterized by the frequent introduction of new products and includes
numerous domestic and foreign competitors, some of which are substantially
larger and have greater financial and other resources than we do. We compete
principally on the basis of offering quality products at competitive prices
and providing high quality customer service.  Our competition includes:

        * Ginsey Inc.;
        * Doral Juvenile Group;
        * RC2 Corporation; and
        * Mommy's Helper Inc.

PRODUCT DEVELOPMENT

        We have hired a consultant to design products for our On The Go brand.
As a result of this consulting agreement, we developed our baby bath introduced
in February 2004 and have approximately eight other products under development.
In the last two fiscal years, we spent approximately $100,000 on product
development costs.  This figure includes the construction of molds, dyes and
machinery used in the manufacturing of our current products.

                                       5
<PAGE>

MANUFACTURING AND PRODUCT SOURCING

        We manufacture our childcare products. Our operations rely on a
just-in-time manufacturing processes. With just-in-time, our production is
triggered by immediate customer demand and our inventories of finished goods
are either nonexistent or kept to a minimum. We only build products to meet a
customer's shipment schedule.  All other supplies used in the manufacturing
process are readily available from any number of local suppliers, at
competitive prices and delivered within 24 hours in most cases.

TRADEMARKS

        We believe that our business is dependent in part on our ability to
establish and maintain protection for our proprietary technologies, products
and processes, and the preservation of our trade secrets. We currently have
not applied for and do not hold any patents relating to any of our product
lines.

        We have registered the business name of Healing Heat Sensation as a
division of the International Mount under the laws of Ontario, Canada. The
registration provides us solely with another registered name to do business
under, but does not provide us with protection for the products manufactured
under that name.

        We have registered one trademark in Canada for "ON THE GO". The
registered trademark is significant to us because it will provide us with name
and market recognition for our products and distinguish our products from our
competitors' products.

        We have registered the business name of Compuquest as a division of
the International Mount Company Ltd. under the laws of Ontario, Canada. The
registration provides us solely with another registered name to do business
under.

        We have registered the business name of Vital Baby Innovations as a
division of the International Mount Company Ltd. under the laws of Ontario,
Canada. The registration provides us solely with another registered name to
do business under.

        We acquired one registered trademark in Canada for "Compuquest".
The registered trademark is significant to us because it will provide us with
name and market recognition and distinguish us from our competitors.

        We renewed our license to distribute Heinz Baby Basics until September
2006. The right to distribute may be cancelled with 6 months notice in the
event of a breach of contract. We have an option for an additional 2 year
renewal.

GOVERNMENTAL REGULATION

        Our childcare products are subject to various laws, rules and
regulations in the United States, including the Federal Consumer Product Safety
Act, the Federal Hazardous Substances Act, as amended, the Federal Flammable
Fabrics Act, the Child Safety Protection Act, and the regulations promulgated
under each of these Acts (the Acts). The Acts empower the Consumer Product
Safety Commission  to protect children from hazardous toys and other articles.
The Consumer Product Safety Commission has the authority to exclude from the
market products that are found to be hazardous and to require a manufacturer to
repurchase these products under certain circumstances. In addition, the Federal
Flammable Fabrics Act empowers the Consumer Product Safety Commission to
regulate and enforce flammability standards for fabrics used in consumer
products. Similar laws and regulations exist in various international
markets in which our products may be sold, including Canada. While we design
our products to ensure that they comply with laws and regulations, it is
possible that defects may be found in our products, resulting in product
liability claims, recalls of a product, loss of revenue, diversion of
resources, damage to our reputation or increased warranty costs, any of
which could have a material adverse effect on our business, financial
condition, and results of operation.

                                       6
<PAGE>

EMPLOYEES

        As of October 4, 2004 we had 10 full time employees and 2
subcontractors.  Management believes its relations with our employees are
good. None of the employees are covered by any collective bargaining
agreement.

ITEM 2. DESCRIPTION OF PROPERTY

        We are headquartered in Concord, Ontario, Canada where we lease a
12,500 square foot facility in support of our marketing, manufacturing and
distribution requirements.  We have a month to month lease and pay $5,000 per
month in rent.  We believe this facility is adequate for our needs for the
next 2 years. We manufacture and ship our products directly from our head
office.

ITEM 3. LEGAL PROCEEDINGS

        To our knowledge, neither we nor our officers or directors are a party
to any litigation affecting us or our assets or any of our subsidiaries. No
such litigation has been threatened, or is known to be contemplated by any
person.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        On Monday, July 12, 2004 at 1:00 p.m., we held our annual meeting
during which Stuart Turk, Ralph Magid and Randal A. Kalpin were elected to
the Board of Directors. The following matters were voted upon in the manner
indicated:


VOTES                             FOR         AGAINST         ABSTENTION
------------------------------------------------------------------------
1. To elect three Directors
to the Board of Directors
with terms expiring at
the 2005 Annual Meeting
of Stockholders and until
their successors are duly
elected and qualified:
        Stuart Turk         46,000,756              0            134,500
        Ralph Magid         46,000,756              0            134,500
        Randal A. Kalpin    46,000,756              0            134,500


2. To restate the           34,459,120        716,631            112,250
Certificate of
Incorporation to authorize
us to issue up to one
million shares of preferred
stock;


3. To amend the Restated    44,739,480      1,288,576            107,200
Certificate of
Incorporation to
authorize us to effect
a reverse stock split
of our common stock in
the range of 30:1 to 10:1,
as determined in the sole
discretion of our Board of
Directors;



4. To ratify the            45,866,256        112,000            157,000
appointment of Rosenberg
Smith & Partners as our
independent auditors for
the fiscal year ending
July 31, 2004.


                                          7
<PAGE>

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock has traded over the counter and has been quoted on the OTC
Bulletin Board since February 5, 2003. The stock currently trades under the
symbol "OGHC.OB"  Bid  and  ask  quotations  for  our  common  shares  are
routinely submitted by registered  broker  dealers  who  are  members  of
the  National Association of Securities Dealers on the NASD Over-the-Counter
Electronic Bulletin Board. These quotations  reflect  inner-dealer  prices,
without retail mark-up, mark-down or commission  and  may  not  represent
actual  transactions. The high and low bid information  for  our  shares for
each quarter for the last two years, so far as information  is  reported,
through  the  quarter  ended  October 31, 2004, as reported  by  the
Bloomberg  Financial  Network,  are  as  follows:

Year Ended                  High            Low
------------------         ------          -----

2003

April 30                   $4.50           $ .60
July 31                    $5.70           $2.40
October 31                 $7.50           $1.86

2004

January 31                 $7.05           $2.28
April 30                   $4.65           $1.20
July 31                    $4.35           $2.55
October 31 *               $3.45           $1.40

* Through October 25, 2004
  Restated for a 30:1 reverse split on October 1, 2004

     The number of record holders of our common stock as of September 13, 2004
was approximately 1300, not including nominees of beneficial owners.


RECENT  SALES  OF  UNREGISTERED  SECURITIES

        On October 31, 2003, Stuart Turk was issued an option to acquire
500,000 common shares at an exercise price of $.05 per share with an expiry of
July 15, 2008. The option was issued in consideration of services rendered to
us. The value of the option has been estimated to be $65,287.

        In  November 2003, we issued Michael Levine an option to acquire
100,000 common shares at an exercise price of $.10 per share with an expiry of
November 21, 2004. The option was issued in consideration of services to be
rendered to us. The value of the option has been estimated to be $8,000.

                                       8
<PAGE>

        On June 15, 2004, as part of the compensation for services rendered,
we issued an option to 964434 Ontario, Inc. to acquire 1,250,000 common shares
at an exercise price of $.05 per share with an expiry of July  31, 2005. The
value of the option has been estimated to be $103,901.


        In June 2004, we issued 279,134 shares of Series A Preferred Stock
in exchange for 27,913,333 shares of common stock. The preferred shares were
issued to Stuart Turk (135,800 shares) and The Cellular Connection Ltd.
(143,334 shares).


DIVIDEND  POLICY

Our board of directors does not anticipate paying cash dividends on our common
stock in the foreseeable future. We intend to retain our future earnings, if
any, to finance the growth of our business. The payment of future cash
dividends on our common stock will depend on such factors as earnings levels,
anticipated capital requirements, our operating and financial condition and
other factors deemed relevant by our board of directors.


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Introduction

        The following discussion is intended to provide an analysis of our
financial condition and should be read in conjunction with our financial
statements and the accompanying notes.

Overview

Vital Baby Innovations, a division of our wholly owned subsidiary, established
in 1998 as a Canadian company, continuously researches and develops safe and
innovative products for parents and children. Vital Baby is the exclusive
distributor of the Heinz Baby Basics Feeding Accessories and Sudocrem,
available at more than 3,600 retail locations across Canada.

Compuquest, a division of our wholly-owned subsidiary, is a value-added
reseller of computer hardware, software, peripherals, and supplies.
Compuquest services hundreds of clients in the U.S. and Canada, including
Fortune 100 and Fortune 500 corporations, hospitals, government ministries,
universities and various firms in banking, insurance, law and accounting.
The subsidiary has won the Consumers' Choice Gold Award for Best Business
Computer Dealer for eight consecutive years.


Critical Accounting Policies and Estimates

        The preparation of financial statements and related disclosures in
conformity with accounting principles generally accepted in the United States
requires management to make estimates and assumptions that affect the amounts
reported in the Consolidated Financial Statements and accompanying notes.
Estimates are used for, but not limited to, the accounting for the allowance
for doubtful accounts, inventories, impairment of long-term assets, income
taxes and loss contingencies. Management bases its estimates on historical
experience and on various other assumptions that are believed to be reasonable
under the circumstances. Actual results could differ from these estimates
under different assumptions or conditions.

        We believe the following critical accounting policies, among others,
may be impacted significantly by judgment, assumptions and estimates used in
the preparation of the Consolidated Financial Statements:

        We recognize revenue in accordance with Securities and Exchange
Commission Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial
Statements," or SAB 101 as modified by SAB 104. Under SAB 101, revenue is
recognized at the point of passage to the customer of title and risk of loss,
there is persuasive evidence of an arrangement, the sales price is
determinable, and collection of the resulting receivable is reasonably
assured. We generally recognize revenue at the time of delivery of goods. Sales
are reflected net of discounts and returns.

                                       9
<PAGE>

        The allowance for doubtful accounts is maintained to provide for losses
arising from customers' inability to make required payments. If there is a
deterioration of our customers' credit worthiness and/or there is an increase
in the length of time that the receivables are past due greater than the
historical assumptions used, additional allowances may be required.

        Inventories are stated at the lower of cost (determined on an average
cost basis) or market. Based on our assumptions about future demand and market
conditions, inventories are written-down to market value. If our assumptions
about future demand change and/or actual market conditions are less favorable
than those projected, additional write-downs of inventories may be required.

        Deferred tax assets are recorded based on our projected future taxable
income and the resulting utilization of the deferred tax assets. To the extent
that it is more likely than not that we would not be able to realize all or part
of our deferred tax assets in the future, an adjustment to the deferred tax
assets would be necessary and charged to income.

        Loss contingencies arise in the ordinary course of business. In
determining loss contingencies, we evaluate the likelihood of the loss or
impairment of an asset or the incurrence of a liability, as well as our ability
to reasonably estimate the amount of such loss. We accrue for an estimated loss
contingency when it is probable that a liability has been incurred or an asset
has been impaired and the amount of the loss can be reasonably estimated.

        Amounts billed to customers for shipping and handling are recorded as
sales revenues. Costs incurred for shipping and handling are included in cost
of sales.

        We offer discounts and point-of-sale rebates to our customers on our
products. The costs of these discounts and point-of-sale rebates are recognized
at the date at which the related sales revenue is recognized and are recorded
as a reduction of sales revenue.

        We assess the recoverability of long-lived assets whenever events or
changes in business circumstances indicate that the carrying value of an asset
may not be recoverable. An impairment loss is recognized when the sum of the
expected undiscounted future net cash flows over the remaining useful life is
less than the carrying amount of the assets.

        We account for stock-based employee compensation plans under the
recognition and measurement principles of Financial Accounting Standards 123.

COMPARISON OF THE YEAR ENDED JULY 31, 2004 AND THE YEAR ENDED JULY 31, 2003

Revenues

        Revenues from sales of childcare products increased from $91,584 for
the year ended July 31, 2003 to $277,557 for the year ended July 31, 2004. This
increase is attributable to the sales efforts to distribute through drug store
chains and the acquisition of Vital Baby, which contributed $133,907 of sales
since June 1, 2004. 2004 fiscal year sales of $2,735,345 from our computer
division are attributable to the acquisition of the operating assets and
liabilities of Compuquest.

Cost of Sales

        Cost of sales of our infant division increased to $201,245 for the year
ended July 31, 2004 from $41,308 for the comparable period in 2003. The
increase in cost of sales is due to the increase in sales revenue and the
acquisition of the operating assets and liabilities of Vital Baby ($96,234).
The cost of sales due to the acquisition of the computer division was
$2,365,449 in the current year.

                                       10
<PAGE>

Selling, General and Administrative Expenses

        Expenses increased from $337,177 for the year ended July 31, 2003 to
$1,829,585 for the year ended July 31, 2004. The increase can be mainly
attributed to the acquisition of our computer hardware division (approximately
$440,000), consulting fees (approximately $863,000) management salaries
($105,287), rental of equipment costs ($80,000) and costs from the acquisition
of Vital Baby ($20,346). We have been investing in marketing research,
infrastructure and our website to position us for expansion and growth. The
increase in management salaries is due to our increased activity.

Net and comprehensive loss

        We experienced an increase in our net loss of $1,156,066 from $388,684
for the year ended July 31, 2003 to a net loss of $1,544,750 for the year
ended July 31, 2004. The comprehensive loss increased by approximately
$1,204,000 from $371,160 to $1,576,049. Among the significant items impacting
the 2004 results was the increase in selling, general and administrative
expenses offset by the contribution from the acquisitions during the current
year.

        The weighted average shares outstanding for the year ended July 31,2004
was 44,186,147,  an increase of 12,645,784 shares.

LIQUIDITY AND CAPITAL RESOURCES

        Current assets totaled $942,280 as of July 31, 2004 an increase of
$724,764 over the July 31, 2003 amount of $217,516. The increase is due
primarily to accounts receivable and inventory related to the acquisitions
during the year of a computer hardware distributor and infant supplies
distributor (approximately $650,000). The balance of the increase is the
result of capital stock issued as part of the equity line of credit
($945,715) offset by the net cash loss from operations.

        Current liabilities totaled $795,071 as of July 31, 2004 an increase
of $716,899 as compared with $78,172 at July 31, 2003. The increase was
attributable to the acquisition of the liabilities of the computer hardware
distributor and the infant supplies distributor (approximately $738,000)
offset by the repayment of the notes payable to related parties.

        For the year ended July 31, 2004, the cash used in operations was
$366,765 as compared to $95,162 for the year ended July 31, 2003. The increase
in the cash requirement is due to the increase in accounts receivable related
to the operations of the computer division and the operations of the newly
acquired infant supplies division.

        For the year ended July 31, 2004, we have invested in additions to
property and equipment of $193,794 as compared to zero  for the year ended
July 31, 2003. The acquisitions are related to modifying our premises to
accommodate the acquisition of the computer division and equipment to improve
the efficiency of the infant division.

        For the year ended July 31, 2004, we had cash provided by financing
activities of $757,146 as compared to cash provided by financing activities
of $95,819 for the year ended July 31, 2003. The primary source of financing
has been common shares issued as part of an Investment Agreement for an equity
credit line. A portion of the proceeds on the sale of capital stock has been
used to reduce bank debt and repay loans to related parties and the loan
payable which arose on the acquisition of the operating assets and liabilities
of Vital Baby Innovations.

        To July 31, 2004, we have not been profitable and have experienced
negative cash flows from operations. Operations have been financed through the
issuance of stock and loans from related parties.

                                       11
<PAGE>

        On July 21, 2003, we signed an Investment Agreement for the issuance of
common shares pursuant to an equity line of credit agreement. The quantity of
shares to be issued is limited by the volume of shares traded and the price
determined at 94% of the average of the three lowest closing best bids during
the pricing period. We used $608,215 of the Equity Line through
February 16, 2004.  This Agreement was replaced by a new equity line of credit
agreement with Dutchess Private Equities Fund, dated February 27, 2004, in the
amount of $5 million. We have utilized $337,500 of this new Equity Line to
July 31, 2004.

        For the next 12 months, we expect the primary sources of liquidity for
us to be cash from operations and funds generated by our Equity line. We
believe that we have sufficient funds to fund our operations for a minimum of
12 months. If the equity line does not provide adequate resources for our
operating needs, we may not be able to obtain alternate debt financing on
commercially reasonable terms given our operating history and current financial
position.  Additionally, the terms of the equity line with Dutchess prohibit us
from selling our stock below market price for one year after the registration
statement is declared effective by the SEC, unless we receive written consent
from Dutchess. As a result, we may not be able to raise funds through the sale
of equity during that 12 month period.

CAPITAL COMMITMENTS

        As of July 31, 2003, we had notes payable to related parties in the
amount of $125,865. These notes were non-interest bearing, unsecured, and have
been recorded on a non-discounted basis. As of July 31, 2003, the balance of
$108,693 was not required to be repaid prior to August 1, 2004 and, therefore,
was classified as a long-term liability on the accompanying consolidated
balance sheet.

        On March 11, 2004, notes payable to related parties were amended to
provide for the right of the holder to convert the loan into our restricted
common shares at 75% of the fair market value at the date of conversion. The
loan is non-interest bearing, has a term of two years and has no specific
terms of repayment.

        We have a loan payable from  the acquisition of the operating assets
net of assumed liabilities of Vital Baby Innovations of the total amount
payable of $149,565, $72,465 was payable upon signing and the balance payable
at the rate of $36,232 per month. We intend to pay the current balance of
$83,519 by December 2004.

FINANCING ACTIVITES

        During the year ended July 31, 2004, we issued 8,548,928 common shares
for a total consideration of $945,715 under the terms of our equity line of
credit agreement. The difference between the fair market value of the shares at
the time of their issue and the proceeds received on the issuance is $124,574.

        On March 11, 2004, we issued 3,333,333 common shares for a total
consideration of $100,000 as a conversion of notes payable. The difference
between the fair market value of the shares at the time of their issue and notes
payable converted, $33,333, has been treated as a financing expense.

        On February 27, 2004, we entered into a new equity line agreement for
$5 million with Dutchess Private Equities Fund, L.P.  The quantity of shares to
be issued will be limited by the volume of shares traded and the price will be
determined at 94% of the average of the three lowest closing bids during the
pricing period. The maximum accessible through this facility is $5,000,000.

SUBSIDIARIES

        As of October 6, 2004, we had the following wholly-owned subsidiary:
International Mount Company Ltd.  Compuquest and Vital Baby Innovations are
divisions of International Mount.

                                       12
<PAGE>

                                  RISK FACTORS

CAUTIONARY  STATEMENT  CONCERNING  FORWARD-LOOKING  STATEMENTS

        This annual report contains forward-looking statements that involve
risks and uncertainties.  We generally use words such as "believe," "may,"
"could," "will," "intend," "expect," "anticipate," "plan," and similar
expressions to identify forward-looking statements.  You should not place undue
reliance on these forward-looking statements.  Our actual results could differ
materially from those anticipated in the forward-looking statements for many
reasons, including the risks described below and elsewhere in this report.
Although we believe the expectations reflected in the forward-looking
statements are reasonable, they relate only to events as of the date on which
the statements are made, and our future results, levels of activity,
performance or achievements may not meet these expectations.  We do not intend
to update any of the forward-looking statements after the date of this document
to conform these statements to actual results or to changes in our
expectations, except as required by law.

                          RISKS RELATED TO OUR BUSINESS

WE HAVE HAD LOSSES SINCE OUR INCEPTION AND EXPECT LOSSES TO CONTINUE IN THE
FORESEEABLE FUTURE. WE MAY NEVER BECOME PROFITABLE.

        We had a net loss of $1,544,750 for the year ended July 31, 2004 and
        a net loss of $388,684 for the year ended July 31, 2003. Our future
        operations may not be profitable if we are unable to develop our
        business. Revenues and profits, if any, will depend upon various
        factors, including whether we will be able to receive funding to
        develop and market new products or find additional businesses to
        operate and/or acquire.  We may not achieve our business objectives
        and the failure to achieve these goals would have an adverse impact
        on our business.

WE HAVE A LIMITED OPERATING HISTORY AND YOU MAY LOSE YOUR INVESTMENT IF WE ARE
UNABLE TO MARKET OUR COMPUTER AND MANUFACTURED CHILDCARE PRODUCTS.

        Until October 2003, we engaged in limited business activities
        manufacturing child and healthcare products. We may be faced with
        problems, delays, expenses and difficulties, which are typically
        encountered by companies in an early stage of development, many of
        which may be beyond our control. These include, but are not limited
        to, unanticipated problems and costs related to development, regulatory
        compliance, production, marketing, economic and political factors and
        competition. We may not be able to develop, provide at reasonable cost,
        or market successfully, any of our products. Therefore, we could go out
        of business and you may lose your investment.

WE MAY NOT BE ABLE TO OBTAIN RAW MATERIALS FOR OUR CHILDCARE LINE AT AN
ACCEPTABLE COST TO MAKE OUR PRODUCTS, AND THEREFORE, WE MAY NOT BE ABLE TO
GENERATE REVENUES.

        We rely on the performance and cooperation of independent suppliers and
        vendors of our raw materials for our childcare line whose services are
        and will be a material part of our products. We do not have, nor will
        we have, any direct control over these third parties. Furthermore, we
        do not have any formal agreements with our suppliers.  If we lose a key
        supplier, we may not be able to find a cost-effective replacement.
        If we are unable to obtain raw materials at an acceptable cost, we
        will not be able to produce our products, and therefore, we may not
        be able to generate revenues.

                                       13
<PAGE>

WE MAY NOT BE ABLE TO OBTAIN HARDWARE, SOFTWARE AND PERIPHERALS AT AN
ACCEPTABLE COST TO BE COMPETITIVE IN THE MARKETPLACE WHICH COULD INCREASE
OUR COSTS AND LOWER OUR GROSS PROFIT.

        We rely on the supply of hardware, software and peripherals from the
        same distributors as our competitors and we may not be able to obtain
        them at a cost that will allow us to produce a profit or sell our
        products at a competitive price.  Furthermore, we do not have formal
        agreements with our suppliers and are subject to price increases.
        If we can not obtain supplies at competitive prices, our revenues may
        decrease and we may not be able to attain or sustain profitability.

WE NEED EXTERNAL FUNDING TO SUSTAIN AND GROW OUR BUSINESS AND IF WE CAN NOT
FIND THIS FUNDING ON ACCEPTABLE TERMS, WE MAY HAVE TO CURTAIL OUR OPERATIONS
AND WE MAY NOT BE ABLE TO IMPLEMENT OUR BUSINESS PLAN WHICH WOULD REDUCE OUR
REVENUES AND OUR STOCK MAY DECLINE.

        We may not be able to generate sufficient revenues from our existing
        operations to fund our capital requirements.  Additionally, our
        business plan contemplates the acquisition of new enterprises and
        the proceeds from our equity line arrangement with Dutchess may not
        be sufficient to fully implement our business plan.  Accordingly,
        we will require additional funds to enable us to operate profitably
        and grow our business.  This financing may not be available on terms
        acceptable to us or at all.  We currently have no bank borrowings and
        a limited credit facility and we may not be able to arrange any
        debt financing. Additionally, due to the terms of the Investment
        Agreement, we may not be able to successfully consummate additional
        offerings of stock or other securities in order to meet our future
        capital requirements.  If we cannot raise additional capital through
        issuing stock or bank borrowings, we may not be able to sustain or
        grow our business which may cause our revenues and stock price to
        decline.

OUR ORIGINAL SHAREHOLDERS WILL HAVE CONTROL OVER OUR POLICIES AND AFFAIRS FOR
THE FORESEEABLE FUTURE AND THESE STOCKHOLDERS MAY TAKE CORPORATE ACTIONS THAT
COULD NEGATIVELY IMPACT OUR BUSINESS AND STOCK PRICE.

        Our original shareholders own at least 51% of our voting securities.
        The original shareholders will continue to control our policies and
        affairs and all corporate actions requiring shareholder approval,
        including election of directors. Additionally, Mr. Stuart Turk, our
        Chairman, President and Chief Executive Officer, currently controls
        a majority of our voting securities.  Mr. Turk's holdings may delay,
        deter or prevent transactions, such as mergers or tender offers, that
        would otherwise benefit investors.

IF WE LOSE THE EXCLUSIVE USE OF THE NAME AND ON THE GO, OUR REVENUES MAY
DECLINE WHICH MAY RESULT IN A DECREASE IN OUR STOCK PRICE.

        We do not own any patents for any of our products. While we have
        registered the business name of On The Go in Ontario, Canada, this
        registration merely provides us with a registered name to do business
        under. It does not provide protection for the products manufactured
        under that name. In addition, we do not own patents on our products,
        and do not intend to file for patent protection on these products or
        the On the Go name. Therefore, another company could recreate our
        products or use the name On The Go in connection with the products
        they manufacture, which would adversely affect our revenues.

TO INCREASE OUR REVENUE, WE MUST INCREASE OUR SALES FORCE, AND EXPAND OUR
DISTRIBUTION CHANNELS.  IF WE ARE NOT SUCCESSFUL IN THESE EFFORTS, OUR BUSINESS
WILL NOT GROW WHICH COULD RESULT IN A DECREASE IN OUR STOCK PRICE.

        To date, we have sold our products primarily through our
        direct sales and tele-sales force.  Our future revenue growth will
        depend in large part on recruiting and training additional direct sales
        and tele-sales personnel and expanding our distribution channels.  We
        may experience difficulty recruiting qualified sales and support
        personnel and establishing third-party distribution relationships.
        We may not be able to successfully expand our tele-sales force or other
        distribution channels, and any expansion, if achieved, may not
        result in increased revenue or profits.

                                       14
<PAGE>

WE MAY ENCOUNTER DIFFICULTIES MANAGING OUR PLANNED GROWTH, WHICH WOULD
ADVERSELY AFFECT OUR BUSINESS AND COULD RESULT IN DECREASING REVENUES AS
WELL AS A DECREASE IN OUR STOCK PRICE.

        As of October 4, 2004 we had 10 employees.  We intend to expand our
        customer base and develop new products.  To manage our anticipated
        growth, we must continue to improve our operational and financial
        systems and expand, train, retain and manage our employee base.
        Because of the registration of our securities, we are subject to
        reporting and disclosure obligations, and we anticipate that we will
        hire additional finance and administrative personnel to address these
        obligations.  In addition, the anticipated growth of our business will
        place a significant strain on our existing managerial and financial
        resources.  If we can not effectively manage our growth, our business
        may be harmed.

IF WE LOSE THE RESEARCH AND DEVELOPMENT SKILLS AND MANUFACTURING CAPABILITIES
OF OUR FOUNDER, OUR ABILITY TO ATTAIN PROFITABILITY MAY BE IMPEDED AND IF WE
DO NOT ATTAIN PROFITABILITY, OUR STOCK PRICE MAY DECREASE AND YOU COULD LOSE
PART OR ALL OF YOUR INVESTMENT.

        Stuart Turk founded On The Go with the intent of capitalizing on the
        growing market opportunity for child and healthcare products.  He
        leveraged his research and development skills and manufacturing
        capabilities to begin the Company. He has invested the necessary
        start-up costs from his personal finances. Mr. Turk is critical
        to our expansion to the next level of growth. Mr. Turk continues
        to be our chief product designer and engineer. Our success depends,
        in large part, upon Mr. Turk's continued availability and our ability
        to attract and retain highly qualified technical and management
        personnel. If we were to lose the benefit of his services, our ability
        to develop and market our products may be significantly impaired, which
        would impede our ability to attain profitability. Mr. Turk holds prime
        relationships with key suppliers.  These relationships afford us
        access to valuable resources that help ensure raw product availability
        on time that is competitively priced.  The loss of key personnel or the
        failure to recruit necessary additional personnel might impede the
        achievement of our objectives, as our strength is our people. We
        presently have no employment agreements with any of our key personnel.

IF WE LOSE THE SKILLS OF THE FOUNDER OF COMPUQUEST, OUR ABILITY TO ATTAIN
PROFITABILITY MAY BE IMPEDED AND IF WE DO NOT ATTAIN PROFITABILITY, OUR STOCK
PRICE MAY DECREASE AND YOU COULD LOSE PART OR ALL OF YOUR INVESTMENT.

        Randal Kalpin founded Compuquest with the intent of capitalizing on
        the growing market opportunity for computer products.  He leveraged
        his skills to grow the company. Mr. Kalpin is critical to our
        expansion to the next level of growth.  Mr. Kalpin continues to be
        our director of operations of Compuquest. Our success depends, in large
        part, upon Mr. Kalpins's continued availability and our ability to
        attract and retain highly qualified technical and management personnel.
        If we were to lose the benefit of his services, our ability to develop
        and market our computer products may be significantly impaired, which
        would impede our ability to attain profitability. Mr. Kalpin holds
        prime relationships with key suppliers.  These relationships afford
        us access to valuable resources that help ensure product availability
        on time that is competitively priced.  The loss of key personnel or
        the failure to recruit necessary additional personnel might impede the
        achievement of our objectives, as our strength is our people. We
        presently have no employment agreements with any of our key personnel.

                                       15
<PAGE>

RISKS RELATED TO OUR STOCK

"PENNY STOCK" RULES MAY MAKE BUYING OR SELLING OUR SECURITIES DIFFICULT WHICH
MAY MAKE OUR STOCK LESS LIQUID AND MAKE IT HARDER FOR INVESTORS TO BUY AND SELL
OUR SHARES.

        Trading in our securities is subject to the SEC's "penny stock" rules
        and it is anticipated that trading in our securities will continue to
        be subject to the penny stock rules for the foreseeable future.  The
        SEC has adopted regulations that generally define a penny stock to be
        any equity security that has a market price of less than $5.00 per
        share, subject to certain exceptions. These rules require that any
        broker-dealer who recommends our securities to persons other than
        prior customers and accredited investors must, prior to the sale, make
        a special written suitability determination for the purchaser and
        receive the purchaser's written agreement to execute the transaction.
        Unless an exception is available, the regulations require the delivery,
        prior to any transaction involving a penny stock, of a disclosure
        schedule explaining the penny stock market and the risks associated
        with trading in the penny stock market.  In addition, broker-dealers
        must disclose commissions payable to both the broker-dealer and the
        registered representative and current quotations for the securities
        they offer.  The additional burdens imposed upon broker-dealers by
        these requirements may discourage broker-dealers from recommending
        transactions in our securities, which could severely limit the
        liquidity of our securities and consequently adversely affect the
        market price for our securities.

DUTCHESS WILL PAY LESS THAN THE THEN-PREVAILING MARKET PRICE OF OUR COMMON
STOCK.  AS A RESULT, EXISTING STOCKHOLDERS MAY EXPERIENCE SIGNIFICANT DILUTION
WHICH MAY CAUSE OUR STOCK PRICE TO DECREASE.

        The common stock to be issued under our Investment Agreement with
        Dutchess will be purchased at a 6% discount to the average of the three
        lowest closing bid prices for the five days immediately following our
        notice to Dutchess of our election to exercise our put right.  These
        discounted sales could cause the price of our common stock to decline.

        Additionally the sale of shares pursuant to our Investment Agreement
        with Dutchess will have a dilutive impact on our stockholders. If the
        price of our common stock declines, we will be obligated to issue more
        shares under the Investment Agreement, which could further depress the
        overall market value of our stock.  As a result, our net income per
        share, if any, could decrease in future periods, and the market price
        of our common stock could decline. If our stock price decreases, then
        our existing stockholders would experience greater dilution.

OUR SECURITIES HAVE BEEN THINLY TRADED ON THE OVER-THE-COUNTER BULLETIN BOARD,
WHICH MAY NOT PROVIDE LIQUIDITY FOR OUR INVESTORS.

        Our securities are quoted on the Over-the-Counter Bulletin Board.
        The Over-the-Counter Bulletin Board is an inter-dealer,
        over-the-counter market that provides significantly less liquidity
        than the NASDAQ Stock Market or national or regional exchanges.
        Securities traded on the Over-the-Counter Bulletin Board are usually
        thinly traded, highly volatile, have fewer market makers and are not
        followed by analysts.  The Securities and Exchange Commission's order
        handling rules, which apply to NASDAQ-listed securities, do not apply
        to securities quoted on the Over-the-Counter Bulletin Board.  Quotes
        for stocks included on the Over-the-Counter Bulletin Board are not
        listed in newspapers.  Therefore, prices for securities traded solely
        on the Over-the-Counter Bulletin Board may be difficult to obtain and
        holders of our securities may be unable to resell their securities at
        or near their original acquisition price, or at any price.

                                       16
<PAGE>

WE MAY NOT BE ABLE TO ACCESS SUFFICIENT FUNDS UNDER THE EQUITY LINE OF CREDIT
WITH DUTCHESS WHEN NEEDED AND, AS A RESULT, WE MAY NOT BE ABLE TO GROW OUR
BUSINESS AS PLANNED WHICH MAY CAUSE OUR REVENUES TO DECLINE.

        We will depend on external financing to fund our planned expansion.
        We expect that these financing needs will be primarily met by our
        agreement with Dutchess.  However, due to the terms of the Investment
        Agreement, this financing may not be available in sufficient amounts or
        at all when needed.

PURSUANT TO THE TERMS OF THE EQUITY LINE, WE WILL ONLY BE ABLE TO ISSUE OUR
COMMON STOCK IN LIMITED AMOUNTS ON A PERIODIC BASIS AND THEREFORE, WE WILL NOT
BE ABLE TO RAISE FUNDS WHEN WE NEED THEM WHICH COULD ADVERSELY IMPACT OUR
BUSINESS, ABILITY TO EARN REVENUES AND OUR STOCK PRICE.

        Our Investment Agreement with Dutchess prohibits us from selling our
        common stock below market price to any party other than Dutchess for
        one year after the registration statement is declared effective by the
        SEC without the prior written consent of Dutchess.  Additionally, the
        Investment Agreement limits the amount we can put to Dutchess to, at
        our election, either:  a) 200% of the average daily volume (U.S. market
        only) of our common stock for the 10 trading days prior to the date we
        deliver the put notice multiplied by the average of the three daily
        closing best bid prices immediately preceding the date we deliver the
        put notice, or b) $50,000.  As a result, we may not be able to sustain
        or grow our business as planned which may cause our revenues and stock
        price to decline.

INVESTORS MUST CONTACT A BROKER-DEALER TO TRADE OVER-THE-COUNTER BULLETIN BOARD
SECURITIES.  AS A RESULT, YOU MAY NOT BE ABLE TO BUY OR SELL OUR SECURITIES AT
THE TIMES THAT YOU MAY WISH.

        Even though our securities are quoted on the Over-the-Counter Bulletin
        Board, the Over-the-Counter Bulletin Board may not permit our investors
        to sell securities when and in the manner that they wish.  Because
        there are no automated systems for negotiating trades on the
        Over-the-Counter Bulletin Board, they are conducted via telephone.
        In times of heavy market volume, the limitations of this process may
        result in a significant increase in the time it takes to execute
        investor orders.  Therefore, when investors place market orders an
        order to buy or sell a specific number of shares at the current market
        price it is possible for the price of a stock to go up or down
        significantly during the lapse of time between placing a market order
        and its execution.

WE DO NOT INTEND TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE, THEREFORE, YOU MAY
NEVER SEE A RETURN ON YOUR INVESTMENT.

        We do not anticipate the payment of cash dividends on our common stock
        in the foreseeable future. We anticipate that any profits from our
        operations will be devoted to our future operations. Any decision to
        pay dividends will depend upon our profitability at the time, cash
        available and other factors.  Therefore, you may never see a return on
        your investment. Investors who anticipate a need for immediate income
        from their investment should not purchase the securities.


ITEM 7. FINANCIAL STATEMENTS

Our financial statements, including the notes thereto, together with the report
of Rosenberg Smith & Partners C.A. independent auditors thereon, are presented
following the signature page.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

        None.

                                       17
<PAGE>

ITEM 8A. CONTROLS AND PROCEDURES

        We have  established disclosure controls and procedures to ensure that
material information  relating  to  us,  including our consolidated
subsidiary, is made known  to the officers who certify our financial
reports and to other members of senior  management  and  the  Board  of
Directors.

        The registered public accounting firm that audited the financial
statements included in this annual report containing the disclosure required
by this Item have issued an attestation report on management's assessment of
the small business issuer's internal control over financial reporting.

        Evaluation  of  disclosure  controls  and  procedures.  Our management,
with the participation  of  our  principal  executive  officer  and  principal
financial officer,  has  evaluated  the  effectiveness  of the design and
operation of our disclosure  controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under  the  Securities  Exchange  Act  of 1934, as
amended) as of the end of the period  covered  by  this  Annual  Report  on
Form  10-KSB.  Based  on  this evaluation,  our  principal  executive  officer
and principal financial officer concluded  that  these  disclosure  controls
and  procedures  are effective and designed  to ensure that the information
required to be disclosed in our reports filed  or  submitted  under  the
Securities  Exchange  Act of 1934 is recorded, processed,  summarized  and
reported  within  the  requisite  time  periods.

        Changes  in  internal controls. There was no change in our internal
control over financial  reporting  (as  defined  in  Rules  13a-15(f) and
15d-15(f) under the Securities  Exchange  Act  of  1934,  as  amended) that
occurred during our last fiscal  year  that  has  materially  affected,  or
is  reasonably  likely to materially  affect,  our  internal  control  over
financial  reporting.


PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

The following table sets forth the name, age, positions, and offices or
employments for the past five years as of October 6, 2004, of our executive
officers and directors. Members of the board are elected and serve for one year
terms or until their successors are elected and qualify.

Name                            Age        Position
-------------------------------------------------------------------------------
Stuart Turk (1)                 35         President, Chairman, CEO and Director

Evan Schwartzberg, BA, CCM      37         Chief Financial Officer

Ralph Magid, B.A.Sc.,           58         Director
MBA, P.Eng, P.E.O

Randal A. Kalpin                43         Director, Director of Operations

Carol Segal (1)                 53         Secretary and Treasurer
-------------------------------------------------------------------------------
 Ms. Segal is Mr. Turk's aunt.

Biographies of executive officers and directors

        Stuart Turk.  Mr. Turk has been our Chairman, President and Chief
Executive Officer since July 2000.  Mr. Turk founded The Cellular Connection
Ltd., a manufacturer of mounting accessories and packaging for cellular phones
in May 1988. He currently serves as the Chief Executive Officer of The Cellular
Connection.

                                       18
<PAGE>

        Evan Schwartzberg.  Mr. Schwartzberg has been our Chief Financial
Officer since July 2000.  Currently, and since 2000, Mr. Schwartzberg has
worked for the TD Bank Financial Group as a Senior Cash Manager (previously the
Manager of Corporate Cash Management of Canada Trust) within the Treasury and
Balance Sheet Management group of the Finance Division. Prior to such time, and
since 1989, Mr. Schwartzberg was a Senior Cash Manager of Canada Trust. Mr.
Schwartzberg holds an Economics degree from the University of Toronto, passed
the Canadian Securities Course, from the Canadian Securities Institute, and
earned the Certified Cash Manager designation from the Association for
Financial Professionals, a U.S. based organization.

        Ralph Magid.  Mr. Magid has been our Director since July 2000.
Currently, Mr. Magid is the president of InnoTech Capital Corporation, a
company specializing in providing advisory services for Canadian technology
companies on how to fund and manage their R&D. Ralph has more than 25 years
of experience in manufacturing and operations both in Canada and
internationally.  He has worked with small Canadian owned companies as well
as large multinationals including Motorola and Geac Computers.  R&D has been
an integral part of Ralph's responsibilities in his position of Vice President,
Operations held with several manufacturing organizations.  Ralph holds an
Industrial Engineering degree from the University of Toronto (B.A.Sc.), an
MBA from York University and is a member of the Professional Engineers of
Ontario.

        Randal A. Kalpin.  Mr. Kalpin has been our Director since July 2000.
From 1989 until October 2003, Mr. Kalpin had been the President and Chief
Executive Officer of Compuquest.  When we acquired Compuquest in October 2003,
Mr. Kalpin became our Director of Operations as well as remaining our Director.
Mr. Kalpin graduated with honors from York University with a B.A. in 1984.

        Carol Segal.  Ms. Segal has been our Secretary and Treasurer since
July 2000. Presently, and since 1987, Ms. Segal has been a group leisure travel
consultant with the Travel Network Corp.  In addition, Ms. Segal was an agent
with TA Connell Real Estate from 1987 to 1997. Ms. Segal has over 20 years of
experience in business.

BOARD OF DIRECTORS

        We currently have three members of our Board of Directors, who are
elected to annual terms and until their successors are elected and qualified.
Executive officers are appointed by the Board of Directors on an annual basis
and serve until their successors have been duly elected and qualified.

AUDIT COMMITTEE

        We do not have a separate Audit Committee. Our full Board of Directors
performs the functions usually designated to an Audit Committee.  Mr. Magid,
qualifies as an "audit committee financial expert" under the rules of the
Securities and Exchange Commission.

CODE OF ETHICS

        We have adopted a code of ethics that applies to our principal
executive officer, principal financial officer, principal accounting officer
or controller, or persons performing similar functions.  A copy of our Code of
Ethics is available on our web site at www.onthegohealthcare.com

                                       19
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

Set forth in the following table is certain information relating to the
compensation we paid during the past fiscal year to Stuart Turk, our Chief
Executive Officer, and Randal A. Kaplin, Director of Operations, Compuquest and
Director.  No other executive officer or employee earned over $100,000.



                           Summary Compensation Table

                                                            Annual Compensation
                                     Year       Salary    Bonus     All Other
                                                                   Compensation
-------------------------------------------------------------------------------
Stuart Turk,
President, Chairman,
CEO and Director                     2002(1)   $    -0-    $  -0-    $     409
                                     2003(2)   $    -0-    $  -0-    $  46,150
                                     2004(3)   $ 60,000    $  -0-    $  84,037

Randal A. Kalpin,
Director of Operations
Compuquest and Director              2002      $    -0-    $  -0-    $     -0-
                                     2003      $    -0-    $  -0-    $     -0-
                                     2004(4)   $    -0-    $  -0-    $ 128,750


-------------------------------------------------------------------------------
(1) We issued Mr. Turk 75,000 shares as director's compensation in 2002.  The
    shares were valued at $409.
(2) We issued Mr. Turk 1,230,000 common shares for services as Chairman and
    Chief Executive Officer in 2003.  The shares were valued at $39,625.
    Additionally, we issued Mr. Turk 75,000 shares as director's compensation
    in 2003. The shares were valued at $6,525. Mr. Turk agreed to forego
    management salaries payable in the amount of $12,842. This amount was
    treated as a capital contribution as of January 31, 2003.
(3) On October 31, 2003, we issued Mr. Turk an option to acquire 500,000
    common shares at an exercise price of $.05 per share with an expiry of
    July 15, 2008. The option was issued in consideration of services
    rendered to us. The value of the option has been estimated to
    be $65,287. Additionally, we issued Mr. Turk 150,000 shares as director's
    compensation in 2004. The shares were valued at $18,750.
(4) The remuneration for Randal A. Kalpin is paid to a company owned by
    Mr. Kalpin. Additionally, we issued Mr. Kalpin 150,000 shares as director's
    compensation in 2004. The shares were valued at $18,750.


DIRECTOR COMPENSATION

        We do not currently have any formal arrangements to compensate
directors.  Each of our directors was granted 150,000 shares of restricted
common stock on July 30, 2004 as compensation for services rendered.  We
compensate our directors in shares of our common stock to preserve capital
to grow our company.

EMPLOYMENT AGREEMENTS

We do not currently have any employment agreements with our executive officers.

                                       20
<PAGE>

ITEM 11.  SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
          AND RELATED STOCKHOLDER MATTERS



        The following table sets forth, to our knowledge, certain information
concerning the beneficial ownership of our common stock as of October 4, 2004
by each stockholder  known  by  us to be (i) the beneficial owner of more than
5% of the outstanding  shares  of  common stock, (ii) each current director,
(iii) each of the  executive officers named in the Summary Compensation Table
who were serving as  executive  officers  at  the end of the 2002 fiscal year
and (iv) all of our directors  and  current  executive  officers  as  a  group:

        Unless  otherwise  indicated  below,  to our knowledge, all persons
listed below have  sole  voting  and  investment power with respect to their
shares of common stock  except to the extent that authority is shared by
spouses under applicable law.

Name and Address of                    Common Shares                Percent of
Beneficial Owner  (1)                  Beneficially Owned             Class (2)
--------------------                    ----------------             ---------
Stuart Turk (3)                             71,666                     7.1%
Evan Schwartzberg                           10,000                       *%
Ralph Magid                                 10,000                       *%
Randal A. Kalpin                            10,000                       *%
Carol Segal                                 10,000                       *%
The Cellular Connection Ltd.(3)             33,333                     3.3%

Directors and executive officers
 as a group (5 persons)                    145,000                    14.5%

* Less than one percent

(1)  The address of all individual directors and executive officers is c/o
     On the Go Healthcare, Inc., 85 Corstate Ave Unit #1 Concord, Ontario,
     L4K 4Y2.

(2)  The number of shares of common stock issued and outstanding on
     October 6, 2004 was 1,004,488 shares.  This reflects a 1 for 30 reverse
     stock split for all common stock shareholders of record on
     October 1, 2004. The calculation of percentage ownership for each listed
     beneficial  owner  is  based  upon  the number of shares of common stock
     issued and outstanding on October 6, 2004, plus shares of common stock
     subject to options  held  by  such person on October 6, 2004 and
     exercisable within 60 days  thereafter.


(3)  Mr. Turk may be deemed to be the owner of 33,333 common shares by virtue
     of his being a control person and sole owner of The Cellular Connection
     Ltd.  On October 31, 2003, Stuart Turk was issued an option to acquire
     16,667 common shares at an exercise price of $1.50 per share with an
     expiry of July 15, 2008.  Mr. Turk owns 135,800 Series A Preferred Shares
     that can convert into 13,580,000 shares of common stock.  Cellular
     Connection owns 143,334 shares of Series A Preferred Stock that can
     convert into 14,333,400 shares of common stock.  The shares of Series A
     Preferred Stock can not convert until after July 31, 2005.



                                       21
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        In April 2003, we issued 33,333 common shares to The Cellular
Connection Ltd. for use of equipment.  Stuart Turk, our Chief Executive
Officer, is the President of The Cellular Connection.  The stock was valued
at $20,000.  The terms of this transaction were more favorable than would
have been attained if the transactions were negotiated at arms length.

        As of July 31, 2003, we had a balance of $125,865 payable
to related parties. This amount was not required to be repaid prior to
August 1, 2004 and, therefore, was classified as a long-term liability on
the accompanying consolidated balance sheet. On March 11, 2004, we amended
our notes payable to related parties to provide for the right of the holder
to convert the loan into our restricted common shares at 75% of the fair market
value at the date of conversion. The loan is non-interest bearing, has a term
of two years and has no specific terms of repayment.  The loan was repaid
through the issuance of common shares.  The terms of this transaction were more
favorable than would have been attained if the transactions were negotiated at
arms length.

        We signed a lease agreement with 1112396 Ontario Inc. for the period
November 1, 2002 to January 31, 2004 for the issuance of 10,000 common shares
per month in lieu of rent.  The owner of 1112396 Ontario Inc. is the father of
Stuart Turk. We issued 150,000 shares of common stock in satisfaction of this
agreement. The above related party lease transaction is not necessarily
indicative of the amounts that would have been incurred had a comparable
transaction been entered into with an independent party. The terms of this
transaction were more favorable than would have been attained if the
transactions were negotiated at arms length. We currently have a month to month
lease for $5,000 per month.




ITEM 13.  EXHIBITS

INDEX OF EXHIBITS

 2.1 Agreement of Purchase and Sale between International Mount Company Inc.
     and Compuquest, Inc. dated October 21, 2003 (filed as Exhibit 10.1 to the
     Registrant's Current Report on Form 8-K filed on October 22, 2003 and
     incorporated herein by reference).

 2.2 Agreement of Purchase and Sale between the Registrant and Vital Baby
     Innovations Inc. dated May 18, 2004 (filed as Exhibit 10.1 to the
     Registrant's Current Report on Form 8-K filed on May 18, 2004 and
     incorporated herein by reference).

 3.1 Articles of Incorporation ( filed as Exhibit 3.1 to the Registrant's
     Registration State,ent on Form SB-2 filed on May 24, 2001 and incorporated
     herein by reference).

 3.2 By-laws (filed as Exhibit 3.4 to the Registrant's Registration Statement
     on Form SB-2 filed on May 24, 2001 and incorporated herein by reference).

 3.3 Certificate of Amendment of the Certificate of Incorporation (filed as
     Exhibit 3.3 to the Registrant's Quarterly Report on Form 10-QSB filed on
     June 14, 2004 and incorporated herein by reference).

                                       22
<PAGE>

 3.4 Restated Certificate of Incorporation.

 3.5 Certificate of Amendment of the Certificate of Incorporation.

 4.1 Certificate of Designation of Series A Convertible Preferred Stock.



10.1 Consulting Agreement between the Registrant and Katherine Evans, dated
     November 17, 2003  (filed as Exhibit 10.6 to the Registrant's Form S-8
     filed on November 28, 2003 and incorporated herein by reference).

10.2 Investment Agreement  between the Registrant and Dutchess Private Equities
     Fund, L.P., dated February 27, 2004 (filed as Exhibit 10.2 to the
     Registrant's Registration Statement on Form SB-2 filed on February 27,2004
     and incorporated herein by reference).

10.3 Registration Rights Agreement between  the Registrant and Dutchess Private
     Equities Fund, L.P., dated February 27, 2004  (filed as Exhibit 10.3 to
     the Registrant's Registration Statement on Form SB-2 filed on
     February 27, 2004 and incorporated herein by reference).

10.4 Placement Agent Agreement between  the Registrant, Dutchess Private
     Equities Fund, L.P. and Charleston Capital Securities, Inc., dated
     February 27, 2004 (filed as Exhibit 10.4 to the Registrant's Registration
     Statement on Form SB-2 filed on February 27, 2004 and incorporated herein
     by reference).

10.5 Consulting Agreement between the Registrant and  DC Design, dated
     March 10, 2004 (filed as Exhibit 10.2 to the Registrant's Form S-8 filed
     on March 10, 2004 and incorporated herein by reference).

10.6 Consulting Agreement between the Registrant and David Walt, dated
     March 11, 2004 (filed as Exhibit 10.1 to the Registrant's Form S-8 filed
     on June 17, 2004 and incorporated herein by reference).

10.7 Consulting Agreement between the Registrant and Michael Levine, dated
     March 11, 2004 (filed as Exhibit 10.2 to the Registrant's Form S-8 filed
     on June 17, 2004 and incorporated herein by reference).

10.8 Consulting Agreement between the Registrant and Thirusenthil
     Navaratnarajh, dated March 11, 2004 (filed as Exhibit 10.3 to the
     Registrant's Form S-8 filed on June 17, 2004 and incorporated herein
     by reference).

10.9 Consulting Agreement between the Registrant and 964434 Ontario Inc., dated
     June 15, 2004 (filed as Exhibit 10.5 to the Registrant's Form S-8 filed on
     June 17, 2004 and incorporated herein by reference).

10.10 Consulting Agreement between the Registrant and Jack Tepperman, dated
      June 15, 2004 (filed as Exhibit 10.6 to the Registrant's Form S-8 filed
      on June 17, 2004 and incorporated herein by reference).

21.1 List of Subsidiaries

23.1 Consent of Independent Auditors

31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the
     Sarbanes- Oxley Act of 2002.

31.2 Certification of the Chief Financial Officer pursuant to Section 302 of
     the Sarbanes- Oxley Act of 2002.

32.1 Certification of Officers pursuant to 18 U.S.C. Section 1350, as adopted
     pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

                                       23
<PAGE>


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees.  The aggregate fees billed by our auditors to date, for
professional services rendered for the audit of our annual financial statements
for the years ended July 31, 2004 and  July 31, 2003 and for the reviews of the
financial statements included in our Quarterly Reports on Form 10-QSB during
those fiscal years were approximately $13,000 and $10,000 respectively.  The
amount for the year ended July 31, 2004 does not include unbilled amounts for
the year end audit which are estimated at approximately $5,000.

Tax Fees. Fees billed by our auditors for the preparation of corporate income
tax returns were $500 and $500  for the years ended July 31, 2004 and 2003,
respectively.

All Other Fees. For the fiscal year ended July 31, 2004, we incurred no other
fees by our auditors.

Our Board of Directors has considered whether the provision of non-audit
services is compatible with maintaining the principal accountant's
independence.

                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

Dated: October 27, 2004


                                              ON THE GO HEALTHCARE, INC.

                                              By:/s/ Stuart Turk
                                              --------------------------------
                                              Stuart Turk, President


In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

Signature                       Title                                   Date


By:/s/ Stuart Turk                                                    10/27/04
------------------------        President, Chief Executive Officer,   --------
Stuart Turk                     and Director

By:/s/ Evan Schwartzberg        Chief Financial Officer and           10/27/04
------------------------        Accounting Officer                    --------
Evan Schwartzberg

By:/s/ Ralph Magid              Director                              10/27/04
------------------------                                              --------
Ralph Magid

By:/s/ Randal A. Kalpin         Director                              10/27/04
------------------------                                              --------
Randal A. Kalpin


                                       24
<PAGE>



Independent Auditors' Report



Board of Directors and Shareholders of
On the Go Healthcare, Inc.
Concord, Ontario
Canada


We have audited the accompanying consolidated balance sheet of On the Go
Healthcare, Inc. as of July 31, 2004 and July 31, 2003 and the related
consolidated statements of operations, changes in stockholders' equity,
and cash flows for the years ended July 31, 2004 and July 31, 2003.  These
consolidated financial statements are the responsibility of the management of
On the Go Healthcare, Inc.  Our responsibility is to express an opinion on
these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America.  These standards require that we
plan and perform the audits to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation.  We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of On the Go
Healthcare, Inc. as of July 31, 2004 and 2003 and the results of its operations
and its cash flows for the years ended July 31, 2004 and July 31, 2003  in
conformity with accounting principles generally accepted in the United States
of America.



Rosenberg Smith & Partners
Chartered Accountants
Concord, Ontario

Date October 27, 2004


<PAGE>



                        On the Go Healthcare, Inc.
                       Consolidated Balance Sheets
                  As of July 31, 2004 and July  31, 2003

                                                          July 31,   July 31,
                                                               2004       2003
ASSETS                                                  -----------  ---------
Current assets:
        Cash                                            $   184,343  $     762
        Accounts receivable                                 511,086     21,760
        Inventory                                           239,659     78,197
        Prepaid expenses                                      7,192    116,797
                                                        -----------  ---------
        Total current assets                                942,280    217,516

Property and equipment, net of accumulated depreciation     249,144     40,167
Intangibles, net of accumulated depreciation                177,580          0
                                                        -----------  ---------
Total assets                                            $ 1,369,004  $ 257,683
                                                        ===========  =========
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
        Bank indebtedness                               $         0  $  12,457
        Accounts payable                                    696,134     43,574
        Accrued liabilities                                  15,418      4,969
        Loan payable                                         83,519          0
        Notes payable related parties - current portion           0     17,172
                                                        -----------  ---------
        Total current liabilities                           795,071     78,172

Notes payable to related parties                                  0    108,693
                                                        -----------  ---------
Total liabilities                                           795,071    186,865
                                                        -----------  ---------
Stockholders' equity:
        Common Stock                                          2,761      3,766
        Preferred stock                                       2,791          0
        Additional paid-in capital                        2,850,210    794,075
        Treasury stock                                            0    (21,243)
        Accumulated other comprehensive loss                (32,264)      (965)
        Accumulated deficit                              (2,249,565)  (704,815)
                                                        -----------  ---------
        Total stockholders' equity                          573,933     70,818
                                                        -----------  ---------
                                                        $ 1,369,004  $ 257,683
                                                        ===========  =========

The accompanying notes are an integral part of
these consolidated financial statements.                                    F1

<PAGE>

                        On the Go Healthcare, Inc.
                   Consolidated Statements of Operation
                 For the years ended July 31, 2004 and 2003



                                                             2004       2003
                                                      -----------   ----------
Sales
  Infant                                              $   277,557    $  91,584
  Computer                                              2,735,345            0
                                                      -----------   ----------
                                                        3,012,902       91,584
                                                      -----------   ----------
  Cost of sales
     Infant                                               201,245       41,308
     Computer                                           2,365,449            0
                                                      -----------   ----------
                                                        2,566,694       41,308
                                                      -----------   ----------

  Gross profit                                            446,208       50,276
  Selling, general and administrative expenses          1,829,585      337,177
                                                      -----------   ----------
Net operating loss                                     (1,383,377)    (286,901)

  Financing costs                                         161,373            0
                                                      -----------   ----------
Net loss before income taxes                           (1,544,750)    (286,901)
  Deferred income tax expense                                   -     (101,783)
                                                      -----------   ----------
Net loss                                              $(1,544,750)  $ (388,684)
                                                      ===========   ==========

Net loss per common share                             $     (0.03)      $(0.01)
                                                      ===========   ==========
Weighted average number of common
  shares outstanding                                    4,186,147   31,540,363
                                                      ===========   ==========


The accompanying notes are an integral part of
these consolidated financial statements.                                    F2

<PAGE>


                        On the Go Healthcare, Inc.
       Consolidated Statements of Stockholders' Equity (Deficiency)
            For the years ended July  31,  2004 and 2003

<TABLE>
<CAPTION>
                              Common Stock         Preferred stock         Treasury Stock
                            Number    Amount      Number     Amount      Number       Amount


-----------------------------------------------------------------------------------------------
<S>                    <C>            <C>       <C>          <C>         <C>           <C>

Balance July 31, 2002   29,613,500     2,962            -           -            -            -

Common stock issued as
  compensation for rent,
  salary, consulting
  and legal fees         8,040,000       804            -           -            -            -
Net loss for the period          -         -            -           -            -            -
Capital contribution             -         -            -           -            -            -
Stock options issued             -         -            -           -            -            -
Treasury stock acquired          -         -            -           -    1,000,000      (21,243)
Foreign currency
  translation adjustment         -         -            -           -            -            -
                        ------------------------------------------------------------------------
Balance July 31, 2003   37,653,500    $3,766            -           -    1,000,000     $(21,243)

Treasury stock
  cancelled             (1,000,000)     (100)           -           -   (1,000,000)      21,243
Shares issued for cash   8,748,928       874            -           -            -            -
Financing costs for
  shares issued                  -         -            -           -            -            -
Shares issued for loans  3,333,333       333                                                  -
Capital contribution of
  interest free loans            -         -            -           -            -            -
Issue costs for shares
  issued                         -         -            -           -            -            -
Common stock issued as
  Compensation for
    consulting fees      6,790,000       679            -           -            -            -
Stock options issued as
  compensation for salary
    and consulting fees          -         -            -           -            -            -
Conversion of shares to
  preferred shares     (27,913,333)   (2,791)     279,134       2,791
Net loss for the period          -         -                                     -            -
Foreign currency
  translation adjustment         -         -            -           -            -            -
                        ------------------------------------------------------------------------
Balance July 31, 2004   27,612,428 $   2,761      279,134    $  2,791            -     $      -
                        ------------------------------------------------------------------------

</TABLE>


<TABLE>
<CAPTION>
                               Additional                             Accumulated
                               paid in      Deficit    Comprehensive     other
                               capital                     Loss       Comprehensive
                                                                         Loss
-----------------------------------------------------------------------------------
<S>                           <C>        <C>          <C>            <C>

Balance July 31, 2002          457,958     (316,131)           -       (18,489)

Common stock issued as
  compensation for rent,
  salary, consulting
  and legal fees               309,610            -            -             -
Net loss for the period              -     (388,684)    (388,684)            -
Capital contribution            12,842            -                          -
Stock options issued            13,665            -                          -
Treasury stock acquired              -            -                          -
Foreign currency
  translation adjustment             -            -       17,524        17,524
                        --------------------------------------------------------
Balance July 31, 2003       $  794,075   $ (704,815)   $(371,160)      $  (965)
                                                        =========
Treasury stock
  cancelled                    (21,143)
Shares issued for cash         954,841            -            -             -
Financing costs for
  shares issued                157,907            -            -             -
Shares issued for loans         99,667
Capital contribution of
  interest free loans            1,594            -            -
Issue costs for shares
  issued                        (3,041)           -            -
Common stock issued as
  Compensation for
    consulting fees            689,122            -            -
Stock options issued as
  compensation for salary
    and consulting fees         177,188            -            -             -
Conversion of shares to
  preferred shares
Net loss for the period              -   (1,544,750)    (1,544,750)          -
Foreign currency
  translation adjustment             -            -        (31,299)    (31,299)
                        --------------------------------------------------------
Balance July 31, 2004       $2,850,210  $(2,249,565)   $(1,576,049)   $(32,264)
                        --------------------------------------------------------

</TABLE>



The accompanying notes are an integral part of
these consolidated financial statements.                                    F3

<PAGE>

                      Consolidated Statements of Cash Flows
                    For the years ended July 31, 2004 and 2003


                                                             2004         2003
                                                      -----------   ----------
Operating activities
   Net loss                                           $(1,544,750)  $ (388,684)
                                                      -----------   ----------
   Adjustments to reconcile net loss to net cash used
   by operating activities:
   Depreciation                                            63,532       19,876
   Shares and stock options
      issued in consideration of services rendered        867,149      302,607
   Financing costs                                        157,907            0
   Capital contribution of interest free loan               1,594            0
   (Increase) decrease in:
     Accounts receivable                                 (233,585)     (12,452)
     Inventory                                              1,831      (22,842)
     Prepaid expenses                                     113,910     (112,463)
     Deferred income taxes                                             101,783
   Increase in:
     Accounts payable                                     189,955       17,013
     Accrued liabilities                                   15,692            0
                                                      -----------   ----------
   Total adjustments                                    1,177,985      293,522
                                                      -----------   ----------
   Net cash used by operating activities                 (366,765)     (95,162)
                                                      -----------   ----------

Investing activities
   Acquisition of property and equipment                 (193,794)           0
                                                      -----------   ----------
   Net cash used by investing activities                 (193,794)           0
                                                      -----------   ----------
Financing activities
   Decrease in bank indebtedness                          (92,486)      (2,100)
   Proceeds on sale of capital stock net of expenses      955,715            0
   Issue costs on shares issued for cash                   (3,041)           0
   Payments on loan payable                               (70,469)           0
   Payments on notes payable to related parties           (35,393)      (4,763)
   Proceeds from loan payable to related parties            2,820      102,682
                                                      -----------   ----------
   Net cash provided by financing activities              757,146       95,819
                                                      -----------   ----------
Effect of exchange rate changes on cash                   (13,006)         105
                                                      -----------   ----------
Net increase in cash                                      183,581          762
Cash at beginning of year                                     762            0
                                                      -----------   ----------
Cash at end of year                                      $184,343         $762
                                                      ===========   ==========
Supplemental disclosures of cash flow information
Income taxes paid                                               0            0
                                                      -----------   ----------
Interest paid                                               4,704        2,434
                                                      -----------   ----------


The accompanying notes are an integral part of
these consolidated financial statements.                                     F4

<PAGE>


                        On the Go Healthcare, Inc.
               Notes to Consolidated Financial Statements
                  As of July 31, 2004 and July 31, 2003


1.      Management's Plans

        The company's cash flow requirements are supported by a financing
        agreement for an equity line of credit.

        During October 2003, the company's subsidiary acquired the operating
        assets and assumed the operating liabilities of a computer hardware
        distributor Compuquest Inc.

        On June 1, 2004,  the company acquired the operating assets and assumed
        the operating liabilities of Vital Baby Innovations Inc. which is a
        distributor of infant supplies.

        Management believes that despite the recent losses and limited working
        capital, it has developed a business plan that if successfully
        implemented, can substantially improve operational results and its
        financial condition.


2.      Acquisitions

        During October 2003, the company, through its wholly owned subsidiary,
        acquired the operating assets and assumed the operating liabilities of
        Compuquest Inc., a computer hardware distributor. The results of the
        computer hardware distribution operations has been included in the
        operations of the company from October 1, 2003.  The investment has
        been accounted for by the purchase method as follows;

        Accounts receivable             191,888
        Inventory                        33,624
        Property and equipment           63,613
        Bank indebtedness               (79,161)
        Accounts payable               (209,964)
                                       ---------
        Net                               Nil

        During June 2004, the company, through its wholly owned subsidiary,
        acquired the operating assets and assumed the operating liabilities of
        Vital Baby Innovations Inc., an infant supplies distributor. The
        results of this acquisition have been included in the operations of
        the company from June 1, 2004.  The investment has been accounted for
        by the purchase method as follows;

        Accounts receivable             56,141
        Inventory                      120,290
        Prepaid expenses                 4,200
        Property and equipment           1,449
        Intangibles                    181,159
        Accounts payable              (213,674)
                                      ---------
        Loan payable                   149,565
                                      ---------

        The loan payable is due $72,465 upon signing and the balance at the
        rate of $36,232 per month.

                                                                             F5
<PAGE>

3.      Background Information

        On the Go Healthcare, Inc. (On the Go) is a Delaware corporation
        incorporated on July 21, 2000. The consolidated financial statements
        present the accounts of On the Go Healthcare, Inc. and its wholly owned
        subsidiary, The International Mount Company, Ltd.  The consolidated
        entities will hereinafter be referred to as the Company. All
        significant inter-company accounts and transactions have been
        eliminated.

        The Company operates in the manufacturing and distribution of infant
        care products  throughout Canada. Through its current acquisitions,
        the company also is a computer hardware distributor and a distributor
        of infant supplies. The corporate headquarters is located in Ontario,
        Canada.


4.      Significant Accounting Policies

        The preparation of consolidated financial statements in conformity with
        accounting principles generally accepted in the United States of
        America requires management to make estimates and assumptions that
        affect the reported amounts of assets and liabilities and disclosure of
        contingent assets and liabilities at the date of the consolidated
        financial statements and the reported amounts of revenues and expenses
        during the reporting period. Actual results could differ from those
        estimates.

        The majority of cash is maintained with one major financial
        institution in Canada. Deposits with these banks may exceed the
        amount of insurance provided on such deposits. Generally, these
        deposits may be redeemed on demand and, therefore, bear minimal risk.

        The Company extends credit to its various customers based on the
        customer's ability to pay. Based on management's review of accounts
        receivable, an allowance for doubtful accounts has been recorded.

        The Company recognizes revenue in accordance with Securities and
        Exchange Commission Staff Accounting Bulletin No. 101, "Revenue
        Recognition in Financial Statements" ("SAB 101") as modified by
        Securities and Exchange Commission Staff Accounting Bulletin No.104.
        Under SAB 101, revenue is recognized at the point of passage to the
        customer of title and risk of loss, there is persuasive evidence of
        an arrangement, the sales price is determinable, and collection of
        the resulting receivable is reasonably assured. The Company
        generally recognizes revenue at the time of delivery of goods.
        Sales are reflected net of discounts and returns.

        The allowance for doubtful accounts is maintained to provide for
        losses arising from customers' inability to make required payments.
        If there is a deterioration of our customers' credit worthiness
        and/or there is an increase in the length of time that the receivables
        are past due greater than the historical assumptions used, additional
        allowances may be required.

        Inventories are stated at the lower of cost (determined on an average
        cost basis) or market. Based on our assumptions about future demand
        and market conditions, inventories are written-down to market value.
        If our assumptions about future demand change and/or actual market
        conditions are less favorable than those projected, additional
        write-downs of inventories may be required.

        Property and equipment and intangibles are recorded at cost.
        Depreciation is calculated by the declining-balance and straight-line
        methods over the estimated useful lives of the assets, ranging
        generally from one to six years. Maintenance and repairs are charged
        to operations when incurred. Betterments and renewals are capitalized.
        When property and equipment and intangibles are sold or otherwise
        disposed of, the asset account and related accumulated depreciation
        account are relieved, and any gain or loss is included in operations.

                                                                             F6
<PAGE>

        The Company follows Statement of Financial Accounting Standards Board
        No. 121 (SFAS No. 121), Accounting for the Impairment of Long-Lived
        Assets and for Long-Lived Assets to be Disposed Of. SFAS No. 121
        requires that long-lived assets and certain identifiable intangibles
        to be held and used by an entity be reviewed for impairment whenever
        events or changes in circumstances indicate that the carrying amount
        of these assets may not be recoverable. In performing the review of
        recoverability, the Company estimates the future undiscounted cash
        flows that are expected to result from the use of the assets and their
        eventual disposition. Because events and circumstances frequently do
        not occur as expected, there will usually be differences between the
        estimated and actual future undiscounted cash flows, and these
        differences may be material. If an asset is determined to be impaired,
        the Company recognizes a loss for the difference between the carrying
        amount and the fair value of the asset. The fair value of the asset is
        measured using quoted market prices or, in the absence of quoted market
        prices, fair value is based on an estimate of discounted cash flow
        analysis. During the periods presented, the Company determined that
        its long lived assets were not impaired.

        Foreign currency translation adjustments arise from the translation
        of the functional currency of International Mount (Canadian dollars)
        into the reporting currency of On the Go (U.S. dollars). The balance
        sheet is translated at the exchange rate in effect at the balance sheet
        date, while the statement of operations is translated at the average
        rates of exchange during the period. The resulting translation
        adjustments are recorded directly to accumulated other comprehensive
        income (loss).

        Foreign currency transaction gains and losses represent gains and
        losses resulting from transactions entered into in currencies other
        than the functional currency of International Mount (Canadian dollars).
        These transaction gains and losses are included in results of
        operations.

        Offering costs associated with the sale of stock are capitalized
        and offset against the proceeds of the offering or expensed if the
        offering is unsuccessful.

        Basic earnings (loss) per common share is calculated by dividing
        net earnings (loss) by the average number of common shares outstanding
        during the year. Diluted earnings (loss) per common share is calculated
        by adjusting outstanding shares, assuming conversion of all potentially
        dilutive stock options and preferred share conversions. There are no
        potentially dilutive stock options or preferred share conversions for
        the periods presented.

        In December 1995, SFAS No. 123, Accounting for Stock-Based
        Compensation, was issued. It introduced the use of a fair value-based
        method of accounting for stock-based compensation. It encourages, but
        does not require, companies to recognize stock-based compensation
        expenses to employees based on the new fair value accounting rules.
        Companies that choose not to adopt the new rules will continue to
        apply the existing accounting rules continued in Accounting Principles
        Board Option No. 25, Accounting for stock issued to employees.
        However, SFAS No. 123 requires companies that choose not to adopt the
        new fair value accounting rules to disclose pro forma net income and
        earnings per share under the new method. SFAS No. 123 is effective for
        financial statements for fiscal years beginning after December 31,1995.
        The company has adopted the disclosure provisions of SFAS No. 123.

                                                                             F7
<PAGE>

        The Company recognizes revenue when title of goods passes to the
        customer (generally upon delivery of goods).

        Deferred tax assets are recorded based on the Company's projected
        future taxable income and the resulting utilization of the deferred
        tax assets. To the extent that it is more likely than not that  the
        Company would not be able to realize all or part of its deferred tax
        assets in the future, an adjustment to the deferred tax assets would
        be necessary and charged to income.

        Loss contingencies arise in the ordinary course of business. In
        determining loss contingencies, we evaluate the likelihood of the
        loss or impairment of an asset or the incurrence of a liability, as
        well as our ability to reasonably estimate the amount of such loss.
        We accrue for an estimated loss contingency when it is probable that a
        liability has been incurred or an asset has been impaired and the
        amount of the loss can be reasonably estimated.

        Amounts billed to customers for shipping and handling are recorded as
        sales revenues. Costs incurred for shipping and handling are included
        in cost of sales.

        Discounts and point-of-sale rebates are offered to our customers on
        our products. The costs of these discounts and point-of-sale rebates
        are recognized at the date at which the related sales revenue is
        recognized and are recorded as a reduction of sales revenue.

        Advertising costs are charged to operations when the advertising
        first takes place. Advertising expense for the years ended July 31,2004
        and 2003 amounted to $21,906 and  $1,917  respectively. The Company has
        not incurred any direct-response advertising costs.

        The Company applies Financial Accounting Standards Boards ("FASB")
        statement No.131, "Disclosure about Segments of an Enterprise and
        Related Information". The Company has considered its operations and
        has determined that it operates in two operating segments for
        purposes of presenting financial information and evaluating
        performance. As such, the accompanying financial statements
        present information in a format that is consistent with the financial
        information used by management for internal use

5.      Recent pronouncements

        In January 2003, the FASB issued SFAS No. 148, Accounting for Stock
        - Based Compensation  - Transition and Disclosures. This statement
        provides alternative methods of transition for a voluntary change to
        the fair value based method of accounting for stock-based employee
        compensation. In addition, this statement also amends the disclosure
        requirements of SFAS No. 123 to require more prominent and frequent
        disclosures in the financial statements about the effects of
        stock-based compensation. The transitional guidance and annual
        disclosure provisions of this Statement is effective  for the
        July 31, 2003 financial statements. The interim reporting disclosure
        requirements were effective for the company's April 30, 2003 10-QSB.
        The company has accounted for all outstanding stock based compensation
        on the fair value basis.


                                                                             F8
<PAGE>

6.      Accounts receivable


                                                      2004            2003
                                                  ---------        --------
        Accounts receivable                       $ 513,718        $ 22,122
        Provision for doubtful accounts               2,632             362
                                                  ---------        --------
        Accounts receivable, net                  $ 511,086        $ 21,760
                                                  =========        ========



7.      Property and Equipment

        Property and equipment consist of the following as of;

                                                  July 31,         July 31,
                                                       2004            2003
                                                  ---------        --------

        Machinery and equipment                   $ 206,209        $ 75,347
        Office equipment                             42,366          10,074
        Computer software                            19,449           9,942
        Computer hardware                            62,545           2,261
        Leasehold improvements                       46,417           4,854
                                                  ---------        --------
                                                    376,986         102,478
        Less accumulated depreciation               127,842          62,311
                                                  ---------        --------
        Property and equipment, net               $ 249,144        $ 40,167
                                                  =========        ========

        Depreciation expense for Property and Equipment for the years ended
        July 31, 2004 and July 31, 2003 were $53,086 and $19,786 respectively.

8.      Intangibles

                                                  July 31,         July 31,
                                                       2004            2003
                                                  ---------        --------
        Cost                                      $ 188,026         $    0
        Less accumulated depreciation                10,446              0
                                                  ---------        --------
        Intangibles, net                          $ 177,580         $    0
                                                  =========        ========


        Depreciation expense for intangibles for the year ended July 31, 2004
        was $10,446.


9.      Bank indebtedness

        The company has a line of credit in the amount of $18,000 that bears
        interest a the bank's prime lending rate plus 1/4% per annum. The line
        of credit is secured by a general assignment of book debts and the
        personal guarantee of one of the directors.  This credit facility was
        not used as of July 31, 2004.

                                                                             F9
<PAGE>

10.     Loan payable

        The Loan Payable arises from  the acquisition of the operating assets
        net of assumed liabilities of Vital Baby Innovations, Inc.. Of the
        total amount payable of $149,565, $72,465 was payable upon signing and
        the balance payable at the rate of $36,232 per month. The current
        balance of  $83,519 will be repaid by December 2004.

11.     Capital Stock

        Authorized share capital is as follows;

        Common stock,  $.0001 par value, 100,000,000 shares authorized

        Preferred stock,  $.01 par value, 1,000,000 preferred shares authorized
        of which 400,000 shares have been authorized as Series A convertible,
        $.01 par value, preferred shares, convertible into common stock at the
        rate of 100 common shares per preferred share, voting with right of 200
        votes per preferred share

        During the year ended July 31, 2001, the Company issued 1,858,500
        shares of its common stock for proceeds of $452,521, net of offering
        costs of $11,918, under a private placement offering.

        During the year ended  July 31, 2002, the Company issued 380,000 common
        shares at a price of $.25 per share. Issue costs totaling $153,874 were
        charged against the proceeds of this share issuance.

        On July 1, 2002, the company issued 11,000,000 common shares in
        settlement of a loan payable to a related party in the amount of
        $60,017.

        On July 1, 2002, the company issued 75,000 common shares to each of
        5 officers and directors of the company for a total issuance of
        375,000. The amount of $2,047 has been included in Selling,
        General and Administrative
        expenses.

        During the year ended July 31, 2003, the company issued  8,040,000
        common shares for services rendered for an aggregate value of $310,414.
        This includes 605,000 common shares issued to directors.

        The principle shareholder agreed to forego management salaries payable
        in the amount of $12,842. This amount has been treated as a capital
        contribution as of January 31, 2003.

        During the year ended July 31, 2004,  the company issued 8,548,928
        common shares for a total consideration of $945,715 under the terms
        of its equity line of credit agreement. The difference between the
        fair market value of the shares at the time of their issue and the
        proceeds received on the issuance, $124,574  has been treated as a
        financing expense. A total of $3,041 of issue expenses have been paid.

        During the first quarter of 2004, the company forwarded 1,000,000
        common shares of treasury stock for cancellation. $21,143 has been
        deducted from additional paid in capital to reflect the excess of the
        cost of the acquisition of the treasury shares over their par value
        of $100.

                                                                            F10
<PAGE>

        The company has issued 6,790,000 common shares for services rendered
        for an aggregate value of $689,801.  This includes 750,000 common
        shares issued to the 5 officers & directors.

        During 2003,  the company issued 200,000 common shares upon the
        exercise of an option granted in July 2003.

        During 2004, the company issued 3,333,333 common shares for a total
        consideration of $100,000 as a conversion of the Notes payable. The
        difference between the fair market value of the shares at the time of
        their issue and the Notes payable converted,  $33,333,  has been
        treated as a financing expense.

        In June 2004, 27,913,333 common shares were exchanged for 279,134
        preferred shares.


12.     Stock options

        The company issued 650,000 options exercisable for one year until
        April 24, 2004 at an exercise price of $.20 per share. The value of
        the options has been estimated to be $1,387 using a risk-free interest
        rate of 1.27%, expected life of 1 year, expected dividend yield of 0%
        and an expected volatility of 150%.

        On July 15, 2003, a consultant was issued an option to acquire 200,000
        common shares at an exercise price of $.05 per share with an expiry of
        July 15, 2005. The option was issued in consideration of services
        rendered to the company. The value of the option has been estimated to
        be $12,278 computed based on the Black Scholes model, using a fair
        market value price of $.082 per share, volatility of 137% and a
        riskless interest rate of 1.35%. The shares were issued in the second
        quarter of 2004.

        On October 31, 2003, a director was issued an option to acquire 500,000
        common shares at an exercise price of $.05 per share with an expiry of
        July 15, 2008. The option was issued in consideration of services
        rendered to the company. The value of the option has been estimated to
        be $65,287 computed based on the Black Scholes model, using a fair
        market value price of $.14 per share, volatility of 136% and a riskless
        interest rate of 3.19%.

        In  November 2003, the company issued an option to acquire 100,000
        common shares at an exercise price of $.10 per share with an expiry of
        November 21, 2004. The option was issued in consideration of services
        to be rendered to the company. The value of the option has been
        estimated to be $8,000.

        On June 15, 2004, as part of the compensation for services rendered,
        the company issued an option to acquire 1,250,000 common shares at an
        exercise price of $.05 per share with an expiry of July  31, 2005. The
        value of the option has been estimated to be $103,901 computed based
        on the Black Scholes model, using a fair market value price of $.125
        per share, volatility of 150% and a riskless interest rate of 3%.

13.     Net loss per share

        Basic earnings per share is computed by dividing net loss by the
        weighed average number of shares of common stock outstanding during
        the period. Diluted earnings per shares is computed by dividing net
        loss by the weighted average number of common and dilutive common
        equivalent shares outstanding during the period. Common equivalent
        shares consider of shares of common stock issuable upon the exercise
        of stock options and the conversion of preferred shares; common
        equivalent shares are excluded from the calculation if their effect
        is antidilutive. The company has excluded  2,500,000 shares related
        to options.

                                                                            F11
<PAGE>


14.     Cash flow

        The following  operating assets and liabilities of Compuquest Inc.
        were acquired by the company effective October 1, 2003 and these
        amounts have therefore not been included in the statement of cash
        flows as the acquisition was a non-cash transaction.


        Increase in accounts receivable         191,888
        Increase in inventory                    33,624
        Increase in property and equipment       63,613
        Increase in bank indebtedness           (79,161)
        Increase in accounts payable           (209,964)


        The following  operating assets and liabilities of Vital Baby
        Innovations, Inc. were acquired by the company effective June 1, 2004
        and these amounts have therefore not been included in the statement
        of cash flows as the acquisition was a non-cash transaction.


        Increase in accounts receivable          56,141
        Increase in inventory                   120,290
        Increase in property and equipment        1,449
        Increase in prepaid expenses              4,200
        Increase in intangibles                 181,159
        Increase in accounts payable           (213,674)
        Increase in loans payable              (149,565)

        The company issued 3,333,333 common shares upon the conversion of Notes
        payable in the amount of $100,000. This has not been included on the
        cash flow statement.


15.     Commitment

        On February 27,2004, the company entered into a new equity line
        agreement for $5 million with Dutchess Private Equities Fund, L.P.
        The quantity of shares to be issued will be limited by the volume of
        shares traded and the price will be determined at 94% of the average
        of the three lowest closing bids during the pricing period. The
        maximum accessible through this facility is $5,000,000.


16.     Related party transactions

        The company has signed a lease agreement with a related party for the
        period November 1, 2002 to January 31, 2004 for the issuance of 10,000
        common shares per month in lieu of rent. 150,000 shares have been
        issued in satisfaction of this agreement.  The company currently has
        a month to month agreement for a monthly rent of  $5,000.

        The above related party lease transaction is not necessarily indicative
        of the amounts that would have been incurred had a comparable
        transaction been entered into with an independent party. The terms
        of this transaction were more favorable than would have been attained
        if the transactions were negotiated at arms length.

17.     Subsequent events

        On October 1, 2004, the company did a reverse stock split and exchanged
        all of its outstanding common shares on the basis of 30 shares for 1
        new common share.


                                                                            F12
<PAGE>

18.     Operating Segments

        Information about operating segments is as follows;


                                                           July 31,
                                                 --------------------------
                                                     2004            2003
                                                 ----------       ---------
        Revenues:
                Infant                             $277,557       $  91,584
                Computer hardware                 2,735,345               0
                                                 ----------       ---------
                                                $ 3,012,902       $  91,584
                                                 ==========       =========
        Loss from Operations:
                Infant                          $(1,312,580)      $(286,901)
                Computer hardware                   (70,797)              0
                                                 ----------       ---------
                                                $(1,383,377)      $(286,901)
                                                 ==========       =========
        Identifiable Assets:
                Infant                             $783,215       $ 257,683
                Computer hardware                   585,789               0
                                                 ----------       ---------
                                                $ 1,369,004       $ 257,683
                                                 ==========       =========


                                                                            F13
<PAGE>