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, 2006

                                  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. [X]

Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

The issuer's revenues for its most recent fiscal year total $30,011,797.

The aggregate market value of the 740,179 shares of common stock held by
non-affiliates of the issuer as of October 10, 2006 was $1,480,358 based
upon the sale price of the common stock of $2.00 per share on
October 25, 2006.

The issuer had 1,290,179 shares of common stock outstanding as of
October 10, 2006.

Transitional Small Business Disclosure Format: Yes [ ] No [X]

<PAGE>

                           ON THE GO HEALTHCARE, INC.
                         ANNUAL REPORT ON FORM 10-KSB
                    FOR THE FISCAL YEAR ENDED JULY 31, 2006

                                TABLE OF CONTENTS
PART I                                                                     PAGE

Item 1     Description of Business............................................3
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.........11
           Risk Factors......................................................16
Item 7     Financial Statements........................................F1 - F18
Item 8     Changes In and Disagreements With Accountants on Accounting and
             Financial Disclosure............................................20
Item 8A    Controls and Procedures...........................................20
Item 8B    Other Information.................................................20

PART III

Item 9     Directors, Executive Officers, Promoters and Control Persons;
             Compliance With Section 16(a) of the Exchange Act...............20
Item 10    Executive Compensation............................................21
Item 11    Security Ownership of Certain Beneficial Owners and Management
             and Related Stockholder Matters.................................23
Item 12    Certain Relationships and Related Transactions....................24
Item 13    Exhibits..........................................................25
Item 14    Principal Accountant Fees and Services............................28

<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.
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.

On June 1, 2004, we acquired the assets and liabilities of Vital Baby
Innovations, Inc., 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.

On February 28, 2005, we advanced the sum of $200,000 as a secured loan
to 1637033 Ontario Limited of the City of Vaughan in the Province of
Ontario in Canada. The borrower was subsequently found to be in default
of the terms of the loan and the shares of the borrower were surrendered
by the shareholder to us in full and final settlement of the outstanding
loan. The assets of the borrower included 100% of the outstanding stock
of a private corporation known as Helios/Oceana Ltd. which was primarily
in the business of providing system integration services related to
computer hardware and software. The borrower was also in possession of
a note secured by all of the assets of Helios/Oceana Ltd. We subsequently
acquired all of the assets of Helios/Oceana Ltd. including the name and
any trademarks under the terms of the security provided under the note
held by 1637033 Ontario Limited. We accounted for this transaction
as an acquisition of a business by allocating the $200,000 to the fair
value of the net assets and goodwill of Helios/Oceana Ltd.

On July 5, 2005, we entered into an Asset Sale Agreement with Vital
Products, Inc.  We agreed to sell all of the equipment used in our
Childcare Division including, but not limited to, molds and dies
related to the Baby Bath, packaging molds and dies for the padded
training seat, mixing tank and 2kw RF welder as well as sealing machine
dies, custom equipment to produce the padded training seat, and
formulations related to producing materials. In exchange for the
Childcare Divisions assets, Vital Products agreed to issue 1,000,000
shares of common stock having an aggregate fair market value of $250,000
to a trust which will hold the shares for the benefit of the
shareholders of On the Go Healthcare, Inc., and two term notes in the
amounts of $750,000 and $255,000. The notes pay 20% simple annual interest.

                                       3
<PAGE>

On July 19, 2005, we entered into an agreement with Elaine Abate,
John Abate, Gerhard Schmid, Frank Abate, 1066865 Ontario Inc, and
Infinity Technologies Inc. to purchase all of the issued and
outstanding shares of Infinity Technologies, Inc. stock in exchange
for $2,155,382.  The purchase price was be paid in a combination of
shares of restricted stock valued at $1,350,000, $395,549 in cash ($819,672
cash paid less $424,123 cash acquired), and a promissory note for $409,833.
The promissory note pays no interest and was paid in three equal payments
on January 15, 2006, February 15, 2006, and March 15, 2006.

On January 10, 2006, we entered into an agreement to purchase all of the
issued and outstanding shares of Island Corporation stock in exchange for
$2,065,100.  The purchase price was paid in a combination of 1,060,000
shares of our restricted stock valued at $775,100, $860,000 in
cash and a promissory note for $430,000. The promissory note pays no
interest and will be paid in full by February 28, 2007.

On January 31, 2006 we entered into an agreement to purchase certain assets
of Solutions In Computing, Inc. in exchange for $491,202.  The purchase price
was paid for with a combination of 800,000 shares of restricted stock valued
at $320,000, $87,796 in cash and a promissory note for $83,406 with
interest at the rate of 5% per annum as follows: monthly payments of principal
and interest in the amount of $2,845 on the 1st day of each and every month
with the first of such payments to be due and payable on March 1, 2006 and
the last of such payments to be due and payable on August 1, 2008.

During May 2006, we amalgamated all our subsidiaries into On the Go
Technologies, Inc.  Accordingly, as of July 31, 2006, we conduct our operations
directly and through our wholly-owned subsidiary On The Go Technologies, Inc.


OUR BUSINESS

We are 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 us are manufactured by others.

                                       4
<PAGE>

SALES AND MARKETING

Our sales and marketing strategies have been created based on specific target
markets. As of October 25, 2006, we have established a dedicated sales force
composed of twenty-five full-time sales representatives.  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.  We utilize a professionally-produced business card CD-Media
presentation product to market our authorized products and services.

CUSTOMERS

We market our computer products principally to Fortune 500 and 100
corporations.  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.  As of October 25, 2006
we estimate that we had 1,500 customers and that our revenue mix is
approximately 90% from Fortune 500 and 100 corporations, and 10% from
independent businesses.

DISTRIBUTION / DEALER NETWORK

We provide same-day and next-day services to all our customers. 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 25, 2006, 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.

COMPETITION

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.

Unlike our competitors who rely on single direct from manufacturer supply
channels, we partner with a wide range of distributor partners who can supply
products from a large number of strategically placed warehouses throughout
North America.  We not only receive manufacturer-sponsored pricing assistance
to establish and maintain a competitive pricing strategy, but we benefit
from a better stocked supply channel than 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 on a smaller scale

                                       5
<PAGE>

than many of 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 sale 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.
We are unable to compete with the sales and support contract offerings
of our competitors because our competitors have extensive office and
personnel representation across Canada. We can compete by partnering
with our manufacturing partners to provide service and support offerings
across Canada, but not to take away market share from our competitors in
this area.

TRADEMARKS

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 names of Compuquest, Helios Oceana and
Infinity Technologies. 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 regard our trademarks, copyrights, domain names, trade dress, trade
secrets, and similar intellectual property as important to our success, and
we rely on trademark, and copyright law, trade-secret protection, and
confidentiality and/or license agreements with our employees, customers,
partners, and others to protect our proprietary rights. We have licensed
in the past, and expect that we may license in the future, certain of
proprietary rights, technologies or copyrighted materials, from third
parties and we rely on those third parties to defend their proprietary
rights, copyrights and technologies.


EMPLOYEES

As of October 25, 2006, we had 62 full-time employees.  Management believes
our relations with our employees are good. None of the employees are covered
by any collective bargaining agreement.

                                       6
<PAGE>

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 $6,932 Canadian dollars
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.

On June 23,2006, Frank Abate, Elaine Abate, John Abate and Gerhard Schmid filed
a Statement of Claim in Ontario Superior Court against On The Go Healthcare,
Inc. for alleged damages for breach of contract in the amount of $281,522 and
damages for wrongful dismissal of Frank Abate and John Abate.  We have
responded with a counter claim for damages caused by Frank Abate and John
Abate.  We have paid severance pay for Frank Abate and John Abate's
termination and we believe the plaintiff's entire claim is frivolous.  It is
too early to determine the outcome of such allegations, however, we
intend to vigorously defend against the plaintiff's claim.

We may be involved from time to time in ordinary litigation, negotiation and
settlement matters that will not have a material effect on our operations or
finances. Other than the litigation described above, we are not aware of any
pending or threatened litigation against the Company or our officers and
directors in their capacity as such that could have a material impact on
our operations or finances.

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

        On July 6, 2006, shareholders acted by written consent to vote on the
following mattter:

VOTES                             FOR         AGAINST         ABSTENTION
------------------------------------------------------------------------

To amend the Restated       28,660,800
Certificate of
Incorporation to
authorize us to effect
a reverse stock split
of our common stock in
the range of 10:1 to 50:1,
as determined in the sole
discretion of our Board of
Directors.

                                       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 "ONGO.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 July 31, 2006, as reported by the Bloomberg Financial
Network, are as follows:

Year Ended                  High            Low
------------------         --------        -------
2004
July 31                    $217.50         $127.50
October 31                 $172.50          $55.00

2005
January 31                 $154.50          $40.00
April 30                   $110.00          $52.50
July 31                     $60.00          $36.00
October 31                  $75.00          $41.00

2006
January 31                  $57.00          $17.50
April 30                    $24.50          $10.00
July 31                     $11.50           $5.00

Prices are restated for a 30:1 reverse split on October 1, 2004 and a 50:1
reverse split on August 10, 2006.

Number of Stockholders

The number of record holders of our common stock as of October 25, 2006
was approximately 1,800, not including nominees of beneficial owners.

RECENT SALES OF UNREGISTERED SECURITIES

On July 29, 2005, we issued 1,250,000 common shares as consideration for
Infinity Technologies Inc. in trust to Keyser Mason Ball, LLP.  The shares
were valued at a total of $1,250,000.

On August 11, 2005, we issued 200,000 common shares as consideration for
Infinity Technologies, Inc. to key employees via a trust to Keyser Mason
Ball, LLP. The shares were valued at a total of $214,000.

On August 11, 2005, we issued 50,000 common shares and 50,000 warrants as
consideration for services rendered by Nadav Elituv.  The shares were
valued at a total of $53,500.

                                       8
<PAGE>

On July 14, 2005, we entered into a convertible financing facility with
Laurus Master Fund, Ltd. for up to $5,500,000.  The facility consists of
(i) a $500,000 Secured Convertible Note, (ii) a Secured Convertible Minimum
Borrowing Note, and (iii) and a Secured Revolving Note (collectively, the
"Notes").  The Notes are secured by a security interest in substantially
all of our assets.  The facility terminates on July 14, 2008.  As of
July 31, 2006, the outstanding balance of the term loan is $188,250. We
intend to use the revolving note will continue to be used as our primary
source of financing. As of July 31, 2006, the balance of the revolving note
is $4,266,848.

Additionally, we issued to Laurus common stock purchase warrants to purchase
up to 1,420,000 shares of our common stock at a price of $0.65 per share.
The warrants expire on July 14, 2012.

The Secured Convertible Minimum Borrowing Note matures on July 14, 2008 and
is convertible into our common stock, under certain conditions, at a price
of $0.50, subject to adjustment. The Secured Note has an interest rate equal
to the Wall Street Journal prime rate plus 2%.  The interest rate will not
be lower than 8% based on movements in the prime rate.  Under the terms of
the Secured Note, we must make monthly payments plus accrued and unpaid
interest beginning August 1, 2005. Under certain conditions set forth in
the Secured Note, Laurus will be required to convert into shares of common
stock all or a portion of their monthly payment.  In the event that all or
a portion of the monthly payment is paid in cash, then we must pay
Laurus 100% of the cash amount.

Etorre Naccarato, as co-owner of Island Corporation, received 25,000 restricted
shares on October 24, 2005, and 475,000 restricted shares on January 9, 2006.
These shares were issued as part of our acquisition of Island Corporation,
and Mr. Naccarato is now an employee of our company.

Pasadena Capital Partners received 23,500 restricted shares for investor
relations services on November 11, 2005.

Dutchess Private Equities received 180,000 restricted shares on
December 1, 2005 and 280,000 restricted shares on January 5, 2006 in
connection with promissory notes our company entered into with Dutchess.

Shazamstocks, Inc. received 30,000 restricted shares on December 15, 2005
for investor relations services.

Roche Belisle, a former employee of Island Corporation, received 7,500
restricted shares on January 9, 2006 as part of our acquisition of Island
Corporation.  Mr. Belisle is now an employee of our company.

Brian McGillis, a former employee of Island Corporation, received 10,000
restricted shares on January 9, 2006 as part of our acquisition of Island
Corporation.  Mr. McGillis is now an employee of our company.

Carlos Ventura, an employee, received 100,000 restricted shares on
January 9, 2006 as a bonus for introducing us to Island Corporation.

Robin Ricalis, a former employee of Island Corporation, received 37,500
restricted shares on January 9, 2006 as part of our acquisition of Island
Corporation.  Ms. Ricalis is now an employee of our company.

Zhou Wei, a former employee of Island Corporation, received 5,000 restricted
shares on January 9, 2006 as part of our acquisition of Island Corporation.
Mr. Wei is now and employee of our company.

Shazamstocks, Inc. received 200,000 restricted shares on January 27, 2006
for investor relations services.

Vance Pierre purchased 312,500 restricted shares and 312,500 Series "D"
warrants on January 31, 2006 for $100,000.

                                       9
<PAGE>

John Annis, an employee, received 100,000 restricted shares on January 31, 2006
as a bonus for introducing us to Solutions In Computing, Inc.

Aaron Shrira purchased 187,500 restricted shares and 187,500 Series
"D" warrants on February 2, 2006 for $60,000.

Solutions In Computing Inc. received 700,000 restricted shares on
January 31, 2006 as part of our acquisition of Solutions In Computing, Inc.

On May 16, 2006, we issued 700,000 common shares as consideration for prepaid
consulting by Gary Bryant. The shares were valued at a total of $112,700.

On May 16, 2006, we issued 750,000 common shares as consideration for prepaid
consulting by Brett Gold. The shares were valued at a total of $120,750.

On May 16, 2006, we issued 700,000 common shares as consideration for prepaid
consulting by Alan Kau. The shares were valued at a total of $112,700.

On May 16, 2006, we issued 250,000 common shares as consideration for prepaid
consulting by Peter Kolacz. The shares were valued at a total of $40,250.

On May 16, 2006, we issued 250,000 common shares as consideration for prepaid
consulting by Luigi Ruffolo. The shares were valued at a total of $40,250.

On May 16, 2006, we issued 900,000 common shares as consideration for prepaid
consulting by TGR Group. The shares were valued at a total of $144,900.

On May 16, 2006, we issued 500,000 common shares as consideration for prepaid
consulting by Uptick Capital. The shares were valued at a total of $80,500.

On May 16, 2006, we issued 100,000 common shares as consideration for prepaid
consulting by Tony Diveronica. The shares were valued at a total of $16,100.

On June 2, 2006, we issued 200,000 common shares as consideration for prepaid
consulting by Hawk Associates, Inc. The shares were valued at a total
of $33,400.

On June 2, 2006, we issued 100,000 common shares as consideration for prepaid
consulting by TGR Group. The shares were valued at a total of $16,100.

Vance Pierre purchased 350,000 restricted shares and 350,000 Series
"E" warrants on May 12, 2006 for $35,000.

Shazamstocks, Inc. received 5,000 Series A preferred shares on June 15, 2006
for investor relations services. The shares were valued at a total of $52,000.

Mr. Gryfe is an employee of our company and received 100,000 restricted common
shares on June 15, 2006 for meeting his 2005 sales targets.  The shares were
valued at a total of $13,000.

On June 15, 2006 we issued 400,000 common shares as consideration for services
rendered by John Pentony.  The shares were valued at a total of $65,000.

On July 28, 2006, we issued 500,000 common shares as consideration for
consulting by Tony Diveronica. The shares were valued at a total of $55,000.

The securities issued in the foregoing transactions were undertaken under
Rule 506 of Regulation D under the Securities Act of 1933, as amended, by
the fact that:
                                       10
<PAGE>

- the sale was made to a sophisticated or accredited investor, as defined in
  Rule 502;

- we gave the purchaser the opportunity to ask questions and receive answers
  concerning the terms and conditions of the offering and to obtain any
  additional information which we possessed or could acquire without
  unreasonable effort or expense that is necessary to verify the accuracy
  of information furnished;

- at a reasonable time prior to the sale of securities, we advised the
  purchaser of the limitations on resale in the manner contained in
  Rule 502(d)2;

- neither we nor any person acting on our behalf sold the securities by any
  form of general solicitation or general advertising; and

- we exercised reasonable care to assure that the purchaser of the securities
  is not an underwriter within the meaning of Section 2(11) of the Securities
  Act of 1933 in compliance with Rule 502(d).

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 and analysis of financial condition and results of
operations is based upon, and should be read in conjunction with our audited
consolidated financial statements and related notes thereto included elsewhere
in this report that have been prepared in accordance with accounting principles
generally accepted in the United States.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains certain "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 general economic conditions, the markets for and market price of our
products, our ability to obtain supplies at competitive prices, the strength
and financial resources of our competitors, the results of financing efforts,
our ability to find and retain skilled personnel, and other risks described in
our annual report on Form 10-KSB 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.

                                       11
<PAGE>

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, and 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.

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.

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 some of 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 non-employee and employee compensation plans
under the recognition and measurement principles of Financial Accounting
Standards 123R.

                                       12
<PAGE>

RESULTS OF OPERATIONS FOR THE YEARS ENDED JULY 31, 2006 AND 2005.

Comparison of results of operations between the years ended July 31, 2006
and 2005 may not provide the best analysis of our operational results since
we acquired Infinity Technologies in July 2005, Island Corporation in
January 2006 and Solutions In Computing in January 2006 which constituted
a significant part of our overall results of operations during the year
ended July 31, 2006 which were not present in the results of operations
in the previous year.  Additionally, we have focused on our business model
as a value-added distributor of computer and computer related products only
since 2005.  As a result, our prior earnings and year over year comparisons
may not provide value for our future performance.

Revenues

Revenues from sales for the year ended July 31, 2006 were $30,011,797 and
$5,570,778 for the year ended July 31, 2005.  The primary reason for the
increase in revenues is the acquisition of Infinity Technologies in
July 2005, Island Corporation in January 2006 and Solutions In Computing
in January 2006.Additionally, the ability to cross sell amongst the
different divisions of our company have created new opportunities for our
sales force.

Cost of Sales

Our cost of sales was $25,281,289 for the year ended July 31, 2006 compared
to $4,560,594 for the year ended July 31, 2005. The increase in cost of sales
is primarily due to the increase in revenues mainly attributed to the
acquisition of Infinity Technologies in July 2005, Island Corporation in
January 2006, and Solutions In Computing in January 2006.  Overall, our
percentage of cost of sales to revenues for the year ended July 31, 2006 was
16% which was consistent with the percentage of cost of sales to revenues
for the year ended July 31, 2005 of 18%.

Selling, General and Administrative Expenses

Selling, General and Administrative Expenses increased to $9,185,147 for the
year ended July 31, 2006 from $2,526,254 for the year ended July 31, 2005.
The increase in selling, general and administrative expenses can be mainly
attributed to addition of new personnel and the acquisition of Infinity
Technologies in July 2005, Island Corporation in January 2006, and Solutions
In Computing in January 2006.

Interest and Financing Expense

Interest and financing expense increased to $1,233,291 for the year ended
July 31, 2006 from $162,055 for the year ended July 31, 2005.  The increase
was primarily the result of new convertible debentures which had deemed
beneficial conversion features resulting not only in normal interest expense
but also expense related to the deemed beneficial conversion feature.  We
believe such interest and financing expense will decrease significantly in
the next twelve months since much of the deemed beneficial conversion feature
related to the convertible debentures have been expensed during fiscal year
ended July 31, 2006.

Loss on Extinguishment of Debt

Loss on extinguishment of debt totaling $633,479 for the year ended
July 31, 2006 related to two convertible debentures which we had restructured
resulting in this loss.  We believe this loss on extinguishment of debt
should not occur again nor do we anticipate such recurrence in future years.

                                       13
<PAGE>

Net loss

We had an increase in our net loss to $6,342,635 for the year ended
July 31, 2006 from $1,033,028 for the year ended July 31, 2005.  The increase
in net loss was due to the factors discussed above.

Liquidity and Capital Resources

As of July 31, 2006, we had current assets of $7,026,177 and current
liabilities of $5,116,644, resulting in a working capital surplus of
$1,909,533; and as of that date we had cash of $481,799.  As of July 31, 2005,
we had current assets of $7,214,576 and current liabilities of $5,085,411,
resulting in a working capital surplus of $2,129,165; and as of that date
we had cash of $1,704,663.

For the year ended July 31, 2006, cash required from operations was $2,798,558
as compared to $1,378,952 for the year ended July 31, 2005.  The increase in
the cash requirement is due to the increase in accounts receivable due to the
growth in sales related to the operations.

For the year ended July 31, 2006, cash used in investing activities was
$1,449,855 as compared to $1,083,621 for the year ended July 31, 2005.  The
increase in cash used in investing activities was primarily related to
acquisition of Island Corporation and Solutions In Computing.

For the year ended July 31, 2006, cash provided by financing activities was
$3,394,194 as compared to cash provided by financing activities of $3,995,927
for the year ended July 31, 2005.

In November 2005, we entered into debt agreement with Dutchess Private Equities
Fund, LP for the issuance of a $800,000 promissory note for a purchase price
of $640,000.  The note is scheduled to be fully paid by November 2006.
Effective July 31, 2006, the outstanding balance on this note was $333,332.

In January 2006, we entered into a debt agreement with Dutchess for the
issuance of a $1,250,000 promissory note for a purchase price of $1,000,000.
The note is scheduled to be fully paid by June 2007. Effective
July 31, 2006, the outstanding balance on this note was $833,335.


In July 2005, we entered into an equity line of credit agreement through a
convertible debt facility with Laurus Master Fund, Ltd. granting
access to borrow up to $5,500,000.  The financing consisted of a $500,000
secured term loan and a $5,000,000 secured revolving note.  In January 2006,
we agreed to revise the convertible debt facility with Laurus, primarily
changing the conversion price of the debt from $1.02 to $0.50. The secured
term loan is scheduled to be fully paid by June 2008.  As of July 31, 2006,
the outstanding balance of the term loan was $188,250. We intend to use the
revolving note as our primary source of financing. As of July 31, 2006, the
balance of the revolving note was $4,266,848.

                                       14
<PAGE>

We believe our current cash position, cash flow from operations and existing
equity line of credit will be sufficient to provide for our capital
requirements in the next twelve months.  We intend to grow our
operations through organic growth and acquisitions of suitable businesses.
We plan on financing acquisitions of suitable businesses through
a combination of cash, equity and debt.

Whereas we have been successful in the past in raising capital, no assurance
can be given that these sources of financing will continue to be available to
us and/or that demand for our equity or debt instruments will be sufficient to
meet our capital needs or that financing will be available on terms favorable
to us.

To the extent that we raise additional capital through the sale of equity or
convertible debt securities, the issuance of such securities may result in
dilution to existing stockholders.  If additional funds are raised through
issuance of debt securities, these securities may have rights, preferences
and privileges senior to holders of common stock and the terms of such debt
could impose restrictions on our operations.  Regardless of whether our cash
assets prove to be inadequate to meet our operational needs, we may seek to
compensate providers of services by issuance of our stock in lieu of cash,
which may also result in dilution to existing stockholders.

FINANCING ACTIVITES

On November 30, 2005, we issued to Dutchess Private Equities Fund, LP a
promissory note in the amount of $800,000 for a purchase price of $640,000.
The note is due and payable in full on November 30, 2006.  Other than the
$160,000 discount inherent in the purchase price, the note is non-interest
bearing.  We intend to repay the note using 50% of the proceeds of each put
notice issued to Dutchess pursuant to our Equity Line of Credit with Dutchess
or $66,667 per month.

In connection with the note, we paid Dutchess a facility fee of $40,000 and
issued to Dutchess 180,000 shares of common stock as incentive shares with a
fair value of $153,000.

On January 6, 2006, we issued to Dutchess a promissory note in the amount of
$1,250,000 for a purchase price of $1,000,000. The note is due and payable in
full on June 30, 2007.  Other than the $250,000 discount inherent in the
purchase price, the note is non-interest bearing.  We intend to repay the
note using 50% of the proceeds of each put notice issued to Dutchess pursuant
to our Equity Line of Credit with Dutchess or $69,445 per month.

In connection with the note, we paid Dutchess a facility fee of $65,000 and
issued 280,000 shares of common stock as incentive shares with a fair value
of $224,000.

On July 14, 2005, we executed a convertible debt facility with Laurus Master
Fund, Ltd. granting access to borrow up to $5,500,000.  This financing
consisted of a $500,000 secured term loan (the "Term Note") and a $5,000,000
secured revolving note (the "Revolving Note").  The Revolving Note was
effectuated through a $2,500,000 convertible minimum borrowing note and
provided for advances of up to 90% of eligible accounts receivable.  To the
extent we repaid the amount outstanding under the Revolving Note and/or
Laurus converted amounts due under the Revolving Note into common stock, we
could reborrow or make additional borrowings, provided that the aggregate
amount outstanding did not exceed the eligible accounts receivable.

Both the $500,000 Term Note and the $2,500,000 Convertible Minimum Borrowing
Note (together the "Notes") provided for conversion, at the option of Laurus,
of the amounts outstanding into our common stock at a fixed conversion price
of $1.02 per share (the "Fixed Conversion Price").  In the event that we
issued common stock or derivatives convertible into our common stock for a
price less than $1.02 per share, then the price at which Laurus could convert
its shares was reset to that lower price.  The conversion prices under the
Notes are subject to equitable adjustment for stock splits, stock dividends
and similar events.  Laurus was obligated to convert scheduled principal and
interest payments under the Term Note when (i) a registration statement became
effective with respect to the shares of common stock underlying the
indebtedness, (ii) the 5 day average market price of our common stock was
115% of the Fixed Conversion Price, and (iii) certain trading volume
criteria had been met.

As part of the transaction, we also issued Laurus a seven-year warrant to
purchase 1,420,000 shares of our common stock at a price of $1.11 per share.

The Notes bear annual interest at the prime rate plus 2% subject to a floor of
8%, and mature in three years.  The interest rate on the Notes will be
decreased by 2.0% for every 25% increase in the market value of our common
stock above the Fixed Conversion Price up to a minimum of 0.0%.  Monthly
interest payments on the Notes began August 1, 2005.  Monthly amortizing
payments of principal on the Term Note, equal to $15,625, are payable on
the first day of each month commencing December 1, 2005.  The final principal
amortization payment on the Term Note is due December 1, 2005.  Under the
Term Note, if monthly payments of interest and principal are made in cash
rather than converted to shares of common stock, we will pay Laurus 100% of
the then monthly amount due.  Prepayments under the Term Note are subject to
a premium in the amount of 30% of the principal being repaid.  The Revolving
Note terminates, and borrowings thereunder become due July 14, 2008.

The Notes also required us to have an effective registration statement covering
the common stock underlying the conversion feature of the Notes and the
Warrants issued in connection with the Notes.

In November 2005, Laurus advanced us an additional $200,000.  As of
July 31, 2006, we had $188,250 outstanding of the total of $500,000 borrowed
under the Term Note and $4,266,848 under the Revolving Note.

                                       15
<PAGE>


On January 13, 2006, we agreed to revise the financing facility with Laurus.
The revised facility consists of (i) a $500,000 Secured Convertible Note (ii)
a Secured Convertible Minimum Borrowing Note, and (iii) a Secured Revolving
Note (collectively, the "Amended and Restated Notes").  The Amended and
Restated Notes are secured by a security interest in substantially all of
our assets.

Pursuant to the Agreement, we agreed with Laurus to amend the conversion
price to $0.50, subject to adjustment.  In addition, we agreed with Laurus
to amend the exercise price of the warrants to $0.65, subject to adjustment.

At July 31, 2006, $733,152 remains available for borrowing under the
Revolving Note with Laurus.

During the year ended July 31, 2005, we issued 538,488 common shares
for a total consideration of $897,328 under the terms of our Equity Line
of Credit agreement with Dutchess.

Also during the year ended July 31, 2005, 96,000 warrants were exercised
and we issued 96,000 shares of common stock.  We received total
consideration of $96,000.


SUBSIDIARIES

As of October 25, 2006, our wholly-owned subsidiary is On The Go Technologies,
Inc.


RISK FACTORS


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 $6,342,635 for the year ended July 31, 2006 and a net
loss of $1,033,028 for the year ended July 31, 2005. 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 PRODUCTS.

Until October 2003 when we acquired Compuquest, we engaged only 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. We may not be able to acquire our products at
reasonable cost, or market successfully, any of our products. Therefore, we
could go out of business and you may lose your investment.

WE GRANTED LAURUS MASTER FUND A SECURITY INTEREST IN SUBSTANTIALLY ALL OF OUR
ASSETS AND, IF WE DEFAULT ON OUR FINANCING ARRANGEMENT WITH THEM, THEY HAVE
THE RIGHT TO TAKE SUBSTANTIALLY ALL OF OUR ASSETS.

As part of our financing facility with Laurus, we granted Laurus a security
interest in substantially all of our assets.  The financing facility requires
us to repay Laurus funds that they advanced according to specific terms. If we
do not comply with the terms of the financing facility, Laurus will have the
right to seize substantially all of our assets.  Additionally, Laurus could
liquidate our assets and retain any and all of the funds from the liquidation.

                                       16
<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 cannot 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 CANNOT
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 financing with
Laurus 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
it is unlikely that we will be able to arrange debt financing in addition to
our facility with Laurus. 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.

As of October 25, 2006 our original shareholders own at least 75% 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.

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.

                                       17
<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 25, 2006, we had 62 employees.  We intend to expand our
customer base.  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 cannot effectively manage our growth, our
business may be harmed.

IF WE LOSE THE SKILLS OF THE FOUNDERS OF EACH OF OUR DIVISIONS, 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.

In October 2003, we acquired Compuquest.  In 2005, we acquired Infinity
Technologies and Helios/Oceana.  In 2006, we acquired Island Corporation and
Solutions In Computing. We have retained the services of the founders of
most of the companies we have acquired.  We believe the services that
some of these founders provide are critical to our success. The founders
hold prime relationships with key suppliers.  These relationships afford
us access to valuable resources that help ensure product availability on
time that is competitively priced.  If we were to lose the benefit of
these services, our ability to develop and market our computer products
may be significantly impaired, which would impede our ability to attain
profitability.

                           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.

                                       18
<PAGE>

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.

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.


                                       19
<PAGE>

ITEM 7. FINANCIAL STATEMENTS.



ON THE GO HEALTHCARE, INC.

INDEX

July 31, 2006 and 2005


                                                                          Page


      REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.............. F1


      CONSOLIDATED FINANCIAL STATEMENTS

      Consolidated Balance Sheets.......................................... F2

      Consolidated Statements of Operations................................ F3

      Consolidated Statement of Changes in Stockholders' Equity............ F4

      Consolidated Statements of Cash Flows................................ F5

      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS..................... F6 - F18



                                                                            F1
<PAGE>




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders of On the Go Healthcare, Inc.

We have audited the accompanying consolidated balance sheets of On the Go
Healthcare, Inc. as of July 31, 2006 and 2005 and the related consolidated
statements of operations, stockholders' equity, and cash flows for each of the
years in the two-year period ended July 31, 2006. These consolidated financial
statements are the responsibility of the company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. The
company is not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting.  Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
company's internal control over financial reporting.  Accordingly, we
express no such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements, assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall 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, 2006 and 2005, and the results of its
operations and its cash flows for each of the years in the two-year period
ended July 31, 2006 in conformity with accounting principles generally accepted
in the United States of America.




/s/DANZIGER & HOCHMAN
------------------------
DANZIGER & HOCHMAN
Chartered Accountants


Toronto, Ontario
October 3, 2006


                                                                            F2
<PAGE>



ON THE GO HEALTHCARE, INC
(dba ON THE GO TECHNOLOGIES GROUP)
CONSOLIDATED BALANCE SHEETS
FOR THE YEARS ENDED JULY 31, 2006 AND 2005

                                                July 31, 2006    July 31, 2005
                                               --------------    -------------
 ASSETS

Current assets
        Cash                                   $    481,799       $  1,704,663
        Accounts receivable                       4,906,301          3,764,747
        Inventory                                   213,848            508,025
        Income tax receivable                        82,743             29,703
        Prepaid expenses                            135,486            141,916
        Due from Vital Products, Inc.             1,206,000          1,065,522
                                               --------------    -------------
                Total current assets              7,026,177          7,214,576

Deferred tax asset                                        -            427,945
Investment in Vital Products, Inc.                  250,000            250,000
Property and equipment, net of accumulated
  depreciation                                      646,212            405,896
Goodwill                                          4,423,383          2,326,807
                                               --------------    -------------
Total assets                                   $ 12,345,772       $ 10,625,224
                                               ==============    =============

 LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
        Accounts payable and accrued expenses  $  4,154,827       $ 4,088,075
        Note payable                                194,019           409,836
        Current portion of long-term debts          767,798           587,500
                                               --------------    -------------
                Total current liabilities         5,116,644         5,085,411

Long-term debts                                   2,973,084           374,369
                                               --------------    -------------
Total liabilities                                 8,089,728         5,459,780
                                               --------------    -------------

Stockholders' equity
        Preferred stock; $0.01 par value;
          1,000,000 shares authorized,
          284,134 and 279,134 issued and
          outstanding, respectively                   2,841             2,791
        Common stock; $0.0001 par value;
          100,000,000 shares authorized,
          23,164,949 and 3,594,403 issued
          and outstanding, respectively               2,316               359
        Additional paid-in capital               14,211,682         8,411,809
        Accumulated other comprehensive income     (345,831)           22,814
        Accumulated deficit                      (9,614,964)       (3,272,329)
                                               --------------    -------------
                Total stockholders' equity        4,256,044         5,165,444
                                               --------------    -------------
Total liabilities and stockholders' equity     $ 12,345,772      $ 10,625,224
                                               ==============    =============

See Accompanying Notes to Consolidated Financial Statements

                                                                            F3
<PAGE>


ON THE GO HEALTHCARE, INC
(dba ON THE GO TECHNOLOGIES GROUP)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED JULY 31, 2006 AND 2005



                                                  For the          For the
                                                 year ended       year ended
                                                July 31, 2006    July 31, 2005
                                               --------------    -------------

Sales                                            $ 30,011,797      $ 5,570,778
Cost of revenues                                   25,281,289        4,560,594
                                               --------------    -------------
        Gross profit                                4,730,508        1,010,184

Operating expenses
        Depreciation and amortization                 208,063          116,759
        Selling, general and administrative         9,185,147        2,526,254
                                               --------------    -------------
                Total operating expenses            9,393,210        2,643,013
                                               --------------    -------------
        Loss from operations                       (4,662,702)      (1,632,829)
                                               --------------    -------------

Other income (expense)
        Interest and financing expense             (1,233,291)        (162,055)
        Interest income                               186,837                -
        Loss on extinguishment of debt               (633,479)               -
                                               --------------    -------------
                Total other income (expense)       (1,679,933)        (162,055)
                                               --------------    -------------

Loss before provision for income taxes             (6,342,635)      (1,794,884)

Provision for income taxes                                 --         (459,783)
                                               --------------    -------------
Net loss from continuing operations                (6,342,635)      (1,335,101)
Net income from discontinued operations,
  net of taxes                                             --          302,073
                                               --------------    -------------
Net loss                                         $ (6,342,635)    $ (1,033,028)
                                               ==============    =============
Earnings per share computation:
        Net loss from continuing operations           $ (0.65)         $ (0.76)
                                               ==============    =============
        Net income from discontinued operations  $          -           $ 0.17
                                               ==============    =============
        Net loss                                 $      (0.65)         $ (0.59)
                                               ==============    =============
Weighted average common shares outstanding -
        basic and diluted                           9,823,017        1,752,327
                                               ==============    =============


See Accompanying Notes to Consolidated Financial Statements

                                                                            F4
<PAGE>


ON THE GO HEALTHCARE, INC.
(dba ON THE GO TECHNOLOGIES GROUP)
COSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED JULY 31, 2006 AND 2005


<TABLE>
<CAPTION>

                                                                                           Accumulated
                                                                             Additional       Other                      Total
                            Preferred Stock               Common Stock         Paid-in    Comprehensive  Accumulated  Stockholders'
                          Shares        Amount        Shares        Amount     Capital     Income(Loss)      Deficit     Equity
                       ---------   -----------   -----------   -----------   -----------   -----------   -----------   -----------
<S>                   <C>         <C>           <C>           <C>           <C>           <C>           <C>           <C>
Balance, July 31, 2004   279,134   $      2,791   27,612,428   $     2,761   $ 2,850,210   $   (32,264)  $(2,239,301)  $   584,197

Reverse stock split            -             -   (29,130,158)       (2,913)        2,913             -             -             -

Issuance of stock
  for cash                     -             -     2,976,633           287       897,041             -             -       897,328

Issuance of stock
  for services                 -             -       689,500            79       645,531             -             -       645,610

Warrants converted into
  common stock                 -             -        96,000            10        95,990             -             -        96,000

Issuance of stock for
  purchase of Infinity
  Technologies, Inc.           -             -     1,350,000           135     1,349,865             -             -     1,350,000

Warrants issued for
  services                     -             -             -             -       346,268             -             -       346,268

Issuance of stock for
  financing costs              -             -             -             -        53,840             -             -        53,840

Beneficial conversion
  feature associated
  with convertible debt        -             -             -             -     2,170,151             -             -     2,170,151

Foreign currency
  translation                  -             -             -             -             -        55,078             -        55,078

Net loss                       -             -             -             -             -             -    (1,033,028)   (1,033,028)
                       ---------   -----------   -----------   -----------   -----------   -----------   -----------   -----------
Balance, July 31, 2005   279,134         2,791     3,594,403           359     8,411,809        22,814    (3,272,329)    5,165,444

Issuance of stock
  for cash                 5,000            50     3,020,573           302     1,052,911             -             -     1,053,263

Issuance of stock
  for services                 -             -     7,853,500           785     2,118,890             -             -     2,119,675

Issuance of stock for
  purchase of Island
  Corporation                  -             -     1,160,000           116       774,984             -             -       775,100

Issuance of stock for
  purchase of Solutions
  in Computing                 -             -       800,000            80       319,920             -             -       320,000

Issuance of stock for
  payment on convertible
  debts                        -             -     6,276,473           628     1,156,214             -             -     1,156,842

Issuance of stock for
  financing costs              -             -       460,000            46       376,954             -             -       377,000

Foreign currency
  translation                  -             -             -             -             -      (368,645)            -      (368,645)

Net loss                       -             -             -             -             -             -    (6,342,635)   (6,342,635)
                       ---------   -----------   -----------   -----------   -----------   -----------   -----------   -----------
Balance, July 31, 2006   284,134   $     2,841    23,164,949   $     2,316   $14,211,682   $  (345,831)  $(9,614,964)  $ 4,256,044
                       =========   ===========   ===========   ===========   ===========   ===========   ===========   ===========

</TABLE>

See Accompanying Notes to Consolidated Financial Statements

                                                                            F5
<PAGE>



ON THE GO HEALTHCARE, INC.
(dba ON THE GO TECHNOLOGIES GROUP)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JULY 31, 2006 AND 2005




                                                  For the          For the
                                                 year ended       year ended
                                                July 31, 2006    July 31, 2005
                                               --------------    -------------

Cash flows from operating activities:
  Net loss                                      $  (6,342,635)   $  (1,033,028)
  Adjustments to reconcile net loss to net
  cash provided by operating activities:
    Stock-based compensation                        2,119,675          991,878
    Financing cost related to convertible debt      1,122,628           53,840
    Depreciation and amortization                     208,063          116,759
    Interest earned on Due from Vital Products       (140,478)               -
    Write-off of deferred tax asset                   427,945                -
    Loss on extinguishment of debt                    633,479                -
    Gain on sale of Childcare Division                      -         (615,341)
  Changes in operating assets and liabilities:
    Change in accounts receivable                  (1,141,554)        (502,681)
    Change in inventory                               294,177           35,305
    Change in prepaid expenses                          6,430         (119,508)
    Change in income tax receivable                   (53,040)               -
    Change in deferred income taxes                         -         (427,945)
    Change in accounts payable and
      accrued expenses                                (66,752)         121,769
                                               --------------    -------------
        Net cash provided by (used in)
          operating activities                     (2,798,558)      (1,378,952)
                                               --------------    -------------
Cash flows from investing activities:
  Purchase of Helios/Oceana Ltd.                            -         (350,856)
  Purchase of Infinity Technology, Inc.                     -         (395,549)
  Purchase of Island Corporation and
    Solutions in Computing Inc.                    (1,001,476)               -
  Loan to Vital Products, Inc.                              -          (60,524)
  Purchase of property and equipment                 (448,379)        (276,692)
                                               --------------    -------------
        Net cash provided by (used in)
          investing activities                     (1,449,855)      (1,083,621)
                                               --------------    -------------
Cash flows from financing activities:
  Payments on loan payable                                  -          (45,902)
  Payments on notes payable                          (215,817)               -
  Payments on related party notes payable                   -          (83,519)
  Payments on convertible debts                    (4,777,252)               -
  Proceeds from convertible debts                   7,334,000        3,132,020
  Proceeds from stock issuances                     1,053,263          897,328
  Proceeds from warrants issued                             -           96,000
                                               --------------    -------------
                                                    3,394,194        3,995,927
                                               --------------    -------------
Effect of foreign currency exchange                  (368,645)         (13,034)
                                               --------------    -------------
Net change in cash                                 (1,222,864)       1,520,320
Cash, beginning of period                           1,704,663          184,343
                                               --------------    -------------
Cash, end of period                             $     481,799      $ 1,704,663
                                               ==============    =============

See Accompanying Notes to Consolidated Financial Statements

                                                                            F6
<PAGE>


ON THE GO HEALTHCARE, INC.
(dba ON THE GO TECHNOLOGIES GROUP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2006 AND 2005



1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING
   POLICIES

Description of history and business - On The Go Healthcare, Inc.
(the "Company"), doing business as On The Go Technologies Group, was
incorporated on July 21, 2000 in the State of Delaware.

On May 18, 2004, the Company signed an agreement to acquire substantially
all of the assets and assume the liabilities of Vital Baby Innovations, Inc.
The acquisition was completed in June 2004.

On February 28, 2005, the Company acquired 1637033 Ontario Limited and its
wholly-owned subsidiary, Helios/Oceana Ltd., an Ontario-based company, that
provides IT professional services. The Company paid for this acquisition by
acting on a security agreement on a note receivable.

In July 2005, the Company sold all of the significant assets in its childcare
division to Vital Products, Inc.

On July 19, 2005, the Company acquired Infinity Technologies Inc., a computer
hardware provider.

In October 2005, the Company entered into a Letter of Intent to purchase
Island Corporation, a company involved in computer hardware distribution
focusing in the medical field.  The acquisition was completed in
January 2006.

In January 2006, the Company completed the purchase of Solutions in Computing,
a supplier of computer hardware and software focusing in the entertainment
field.

The Company is in the business as a value added distributor of computer and
computer related products.  The Company operates in Canada and its
headquarters located in Ontario, Canada.

Liquidity and capital resources - As of July 31, 2006, the Company had total
current assets of $7,026,177 and total current liabilities of $5,116,644
resulting in a working capital surplus of $1,909,533.  As of July 31, 2006,
the Company had cash totaling $481,799.  The Company's cash flow from operating
activities for the year ended July 31, 2006 resulted in a deficit of
$2,798,558.  The Company's  cash flow from investing activities resulted in a
deficit of $1,449,855. The Company's cash flows from financing activities
resulted in a surplus of $3,394,194.  Overall, the Company's cash flows for
the year ended July 31, 2006, decreased by $1,222,864.  During the year
ended July 31, 2006, the Company was able to raise $8,387,263 through a
combination of debt and equity.  Capital raised through debt issuances
during fiscal year 2006 was primarily through a convertible debt facility
which allows loans up to $5,500,000 on revolving basis as described in
Note 6.  During the same year, the Company acquired businesses with purchase
prices totaling $2,556,000.  The Company believes the cash flow from current
operating activities and operating activities of the newly acquired
businesses for the next twelve months, and capital raised, as needed,
through existing debt financing will be sufficient to provide necessary
capital for the Company's operations for the next twelve months.

                                                                            F7
<PAGE>

Use of estimates - The preparation of consolidated financial statements in
conformity with accounting principles generally accepted in the United States
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 revenue and expenses during the reporting period.
Actual results could differ from those estimates.

Year end - The Company's year end is July 31.

Principles of consolidation - The accompanying consolidated financial
statements include the accounts of On The Go Healthcare, Inc. and its
wholly-owned subsidiaries, The International Mount Company, 1637033 Ontario
Limited, Helios/Oceana Ltd., Infinity Technologies Inc., and Island
Corporation.  The accompanying consolidated financial statements
have been prepared in accordance accounting principles generally accepted in
the United States.  All material inter-company accounts and transactions
have been eliminated in consolidation.  During May 2006, the Company
amalgamated all it's subsidiaries listed above into On the Go Technologies,
Inc.  Accordingly,the Company conducts it's operations directly and through
it's wholly-owned subsidiary On The Go Technologies, Inc. as of July 31, 2006.

Reclassifications - Certain prior year amounts were reclassified to conform
to current year presentation.

Foreign currency translation - The Company considers the functional currency
to be the local currency and, accordingly, their financial information is
translated into U.S. dollars using exchange rates in effect at year-end for
assets and liabilities and average exchange rates during each reporting
period for the results of operations. Adjustments resulting from translation
of foreign subsidiaries' financial statements are included as a component
of other comprehensive income (loss) within stockholders' equity.

Segment reporting - The Company monitors its operations on a divisional basis
and has only one reportable operating segment, being a value-added distributor
of computer hardware and software.

Revenue and expense recognition - 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.

Cash - Cash equivalents consist of highly liquid investments with maturities
of three months or less when purchased.  Cash and cash equivalents are on
deposit with financial institutions without any restrictions.

Allowance for doubtful accounts - The allowance for doubtful accounts is an
estimate made by management, based upon current information, to reserve for
potential credit losses in the future.  While these losses have been within
management's expectations in the past, it is reasonably possible that the
allowance for doubtful accounts will need to be revised in the future to
reflect changing information and conditions.

                                                                            F8
<PAGE>

Inventory - Inventory is comprised of finished goods held for sale and is
stated at lower of cost or market value. Cost is determined by the average
cost method. The Company estimates the realizable value of inventory based
on assumptions about forecasted demand, market conditions and obsolescence.
If the estimated realizable value is less than cost, the inventory value
is reduced to its estimated realizable value.  If estimates regarding
demand and market conditions are inaccurate or unexpected changes in
technology affect demand, the Company could be exposed to losses in excess
of amounts recorded.


Fair value of financial instruments - The Company's estimate of the fair
value of cash, accounts receivable, notes receivable, notes payable, loans
payable, accounts payable and accrued liabilities and long-term debt
approximates the carrying value.

Property and equipment - Property and equipment are recorded at cost less
accumulated depreciation. Depreciation is provided annually on a declining
basis and straight line basis over the estimated useful life of the asset,
except for current year additions on which one-half of the rates are
applicable:

        Manufacturing equipment    30% declining balance
        Leaseholds                 5 years straight line
        Office furniture           20% declining balance
        Computer hardware          30% declining balance
        Computer software          30% declining balance

The cost of repairs and maintenance is charged to expense as incurred.
Expenditures for property betterments and renewals are capitalized. Upon
sale or other disposition of a depreciable asset, cost and accumulated
depreciation are removed from the accounts and any gain or loss is reflected
in other income (expense).

The Company periodically evaluates whether events and circumstances have
occurred that may warrant revision of the estimated useful life of fixed
assets or whether the remaining balance of fixed assets should be evaluated
for possible impairment. The Company uses an estimate of the related
undiscounted cash flows over the remaining life of the fixed assets in
measuring their recoverability.

Goodwill and intangible asset - In July 2001, the Financial Accounting
Standards Board ("FASB") issued Statement of Financial Accounting Standards
("SFAS") No. 141, "Business Combinations" and No. 142, "Goodwill and Other
Intangible Assets." SFAS No. 141 requires all business combinations initiated
after June 30, 2001 to be accounted for using the purchase method. Under
SFAS No. 142, goodwill and intangible assets with indefinite lives are no
longer amortized but are reviewed annually (or more frequently if impairment
indicators arise) for impairment.

According to this statement, goodwill and intangible assets with indefinite
lives are no longer subject to amortization, but rather an annual assessment
of impairment by applying a fair-value based test. Fair value for goodwill
is based on discounted cash flows, market multiples and/or appraised values
as appropriate. Under SFAS No. 142, the carrying value of assets are
calculated at the lowest level for which there are identifiable cash flows.

The Company has goodwill approximating $4,423,000 and $2,327,000 as of
July 31, 2006 and 2005, respectively, which in the opinion of management,
no impairment is deemed necessary.

SFAS 142 requires the Company to compare the fair value of the reporting
unit to its carrying amount on an annual basis to determine if there is
potential impairment. If the fair value of the reporting unit is less than
its carrying value, an impairment loss is recorded to the extent that the
fair value of the goodwill within the reporting unit is less than its
carrying value.

                                                                            F9
<PAGE>

Income taxes - The Company accounts for its income taxes in accordance with
Statement of Financial Accounting Standards No. 109, which requires
recognition of deferred tax assets and liabilities for future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective
tax bases and tax credit carry-forwards.  Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in
the years in which those temporary differences are expected to be recovered
or settled.  The effect on deferred tax assets and liabilities of a change
in tax rates is recognized in operations in the period that includes the
enactment date.  As July 31, 2006, the Company has available for income tax
purposes a net operating loss carry forward of approximately $6,863,000,
expiring in the year 2015, that may be used to offset future taxable income.
As of July 31, 2006, the Company has provided a valuation reserve against
the full amount of the net operating loss benefit, since in the opinion of
management based upon the limited earning history of the Company, it is
more likely than not that the benefits will not be realized.

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial statement
purposes and the amounts used for income tax purposes.  Significant
components of the Company's deferred tax liabilities and assets as of
July 31, 2006 and 2005 are as follows:

                                               2006              2005
                                        -----------       -----------
Non-capital losses carry forward        $ 6,862,673       $ 4,349,469

Enacted tax rate - 36%
  Deferred tax asset                      2,470,562         1,565,809
  Less:  Valuation allowance             (2,470,562)       (1,137,864)
                                        -----------       -----------
                                        $         -       $   427,945
                                        ===========       ===========

In assessing the realizability of future tax assets, management considers
whether it is more likely than not that some portion or all of the future
tax assets will not be realized. The ultimate realization of future tax
assets is dependent upon the generation of future taxable income during
the periods in which those temporary differences become deductible.
Management considers the scheduled reversal of future tax liabilities,
projected future taxable income and tax planning strategies in making
this assessment.

The effective income tax rate for the years ended July 31, 2006 and 2005
were 36% for both years comprising of 22% for federal statutory rate and
14% for provincial statutory rate.

Stock based compensation - On January 1, 2006, the Company adopted SFAS
No. 123 (R) "Share-Based Payment" which requires the measurement and
recognition of compensation expense for all share-based payment awards made
to employees and directors including employee stock options and employee stock
purchases related to a Employee Stock Purchase Plan based on the estimated
fair values.

                                                                            F10
<PAGE>

Earnings (loss) per share - The Company reports earnings (loss) per share in
accordance with SFAS No. 128, "Earnings per Share." Basic earnings (loss) per
share is computed by dividing income (loss) available to common shareholders
by the weighted average number of common shares available. Diluted earnings
(loss) per share is computed similar to basic earnings (loss) per share
except that the denominator is increased to include the number of additional
common shares that would have been outstanding if the potential common shares
had been issued and if the additional common shares were dilutive. Diluted
earnings (loss) per share has not been presented since the effect of the
assumed exercise of options and warrants to purchase common shares would
have an anti-dilutive effect.

Comprehensive income (loss) - The Company has adopted Statement of Financial
Accounting Standards (SFAS) No. 130, "Reporting Comprehensive Income", which
establishes standards for reporting and display of comprehensive income, its
components and accumulated balances. Comprehensive income is defined to
include all changes in equity except those resulting from investments by
owners or distributions to owners. Among other disclosures, SFAS No. 130
requires that all items that are required to be recognized under the current
accounting standards as a component of comprehensive income be reported in a
financial statement that is displayed with the same prominence as other
financial statements. Comprehensive income is displayed in the statement of
shareholder's equity and in the balance sheet as a component of shareholder's
equity.

Recent accounting pronouncements - In May 2005, the FASB issued SFAS No. 154,
"Accounting Changes and Error Corrections." This statement applies to all
voluntary changes in accounting principle and requires retrospective
application to prior periods' financial statements of changes in accounting
principle, unless this would be impracticable. This statement also makes a
distinction between "retrospective application" of an accounting principle
and the "restatement" of financial statements to reflect the correction of
an error. This statement is effective for accounting changes and corrections
of errors made in fiscal years beginning after December 15, 2005. This
statement is not expected to have a material effect on the Company's
consolidated financial position or results of operations.

In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid
Financial Instruments". SFAS No. 155 amends SFAS No 133, "Accounting for
Derivative Instruments and Hedging Activities", and SFAF No. 140, "Accounting
for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities". SFAS No. 155, permits fair value remeasurement for any hybrid
financial instrument that contains an embedded derivative that otherwise
would require bifurcation, clarifies which interest-only strips and
principal-only strips are not subject to the requirements of SFAS No. 133,
establishes a requirement to evaluate interest in securitized financial
assets to identify interests that are freestanding derivatives or that are
hybrid financial instruments that contain an embedded derivative requiring
bifurcation, clarifies that concentrations of credit risk in the form of
subordination are not embedded derivatives, and amends SFAS No. 140 to
eliminate the prohibition on the qualifying special-purpose entity from
holding a derivative financial instrument that pertains to a beneficial
interest other than another derivative financial instrument. This statement
is effective for all financial instruments acquired or issued after the
beginning of the Company's first fiscal year that begins after
September 15, 2006. This statement is not expected to have a material
effect on the Company's consolidated financial position or results of
operations.

                                                                            F11
<PAGE>

In June 2005, the EITF reached consensus on Issue No. 05-6, Determining
the Amortization Period for Leasehold Improvements ("EITF 05-6.")
EITF 05-6 provides guidance on determining the amortization period for
leasehold improvements acquired in a business combination or acquired
subsequent to lease inception. The guidance in EITF 05-6 will be applied
prospectively and is effective for periods beginning after June 29, 2005.
EITF 05-6 is not expected to have a material effect on the Company's
consolidated financial position or results of operations.

In September 2006, the FASB issued SFAS No. 157 "Fair Value Measurements".
SFAS No. 157 defines fair value, establishes a framework for measuring fair
value in generally accepted accounting principles and expands disclosure
about fair values.  This statement is effective for financial statements
issued for fiscal years beginning after November 15, 2007, and interim
periods within those fiscal years.  Management believes that the adoption
of SFAS No. 157 will not have a material impact on the consolidated
financial results of the Company.


2. ACQUISITIONS

On July 1, 2005, the Company purchased all of the issued and outstanding
stock of Infinity Technologies Inc., an Ontario-based company that is a
value-added computer distributor. The results of operations for Infinity
Technologies Inc. have been included in the financial statements of the
Company from the date of acquisition. The acquisition has been accounted
for using the purchase method as follows:

        Accounts receivable       $2,750,980
        Inventory                    303,671
        Other current assets          44,919
        Property and equipment       125,522
        Intangible assets          1,975,951
        Accounts payable          (2,999,759)
        Loan payable                 (45,902)
                                 ------------
        Net                      $ 2,155,382
                                 ============

The Company paid for this acquisition by payment of cash of $395,549
($819,672 cash paid less $424,123 cash acquired), issue of common shares
of the Company to the vendor totaling $1,350,000 and assumption of a
promissory note of $409,833. On February 28, 2005, the Company acquired
1637033 Ontario Limited and its wholly-owned subsidiary, Helios/Oceana Ltd.,
an Ontario-based company, that provides IT professional services. The
purchase price for this acquisition totaled $350,856 which was paid with a
$202,721 note receivable and assumption of net liabilities of $148,135.
The acquisition has been accounted for using the purchase method which the
entire purchase price of $350,856 was allocated to goodwill.


On January 9, 2006, the Company purchased all of the issued and outstanding
stock of Island Corporation, an Ontario-based company that is a value-added
computer distributor. The results of operations for Island Corporation, Inc.
have been included in the financial statements of the Company from
November 1, 2005 which is the effective date of the purchase.  The Company
paid for this acquisition by payment of cash of $860,000, issue of common
shares of the Company to the vendor totaling $775,100 and assumption of a
promissory note of $430,000.  The acquisition has been accounted for using
the purchase method as follows:

        Current assets         $   638,653
        Equipment                   32,398
        Current liabilities      (211,325)
        Goodwill                 1,605,374
                                 ---------
                               $ 2,065,100
                                 =========
                                                                            F12
<PAGE>

On January 31, 2006, the Company acquired certain assets of Solutions In
Computing, Inc. The Company paid for this acquisition by payment of cash of
$87,796, issue of common shares of the Company to the vendor for $320,000
and a promissory note of $83,406.  The acquisition has been accounted for
using the purchase method which the entire purchase price of $491,202 was
allocated to goodwill.

3.      PROPERTY AND EQUIPMENT

Property and equipment consist of the following as of July 31, 2006 and 2005:

                                                   2006            2005
                                              ---------       ---------
        Machinery and equipment               $ 167,139       $ 129,439
              Office equipment                   19,953          18,507
              Computer hardware and software    510,072         257,789
              Leasehold improvements            331,783         168,020
                                              ---------       ---------
                                              1,028,947         573,755
                                               (382,735)       (167,859)
                                              ---------       ---------
        Fixed assets, net                     $ 646,212       $ 405,896
                                              =========       =========


        Depreciation expense for property and equipment for the years
        ended July 31, 2006 and 2005 were $208,063 and $116,759, respectively.


4.      VITAL PRODUCTS, INC.

As discussed in Note 1, the Company sold its Child Care division to Vital
Products, Inc. ("Vital") in July 2005 in exchange for 1,000,000 shares of
Vital's common stock.  Investment in Vital Products totaling $250,000 consist
of the 1,000,000 shares of common stock in Vital representing less than 10% of
the outstanding shares, reflected at cost.

The Company also has amounts due from Vital Products, Inc. for monies loaned
consisting of the following at July 31, 2006 and 2005:

                                                          2006            2005
                                                     ---------     -----------
        Note receivable plus accrued interest,
          Interest rate at 20% per annum,
          Unsecured and due on demand
          (past due maturity of July 5, 2007)        $ 900,000         760,684

        Note receivable plus accrued interest,
          Interest rate at 20% per annum,
          Unsecured and due on demand (past due
          maturity of June 15, 2007)                   306,000         261,427

        Advances, non-interest bearing, unsecured,
          and due on demand                                  -          43,411
                                                     ---------     -----------
                                                   $ 1,206,000     $ 1,065,522
                                                     =========     ===========

                                                                            F13
<PAGE>

5.      NOTE PAYABLE

Notes payable totaling $194,019 and $409,836 at July 31, 2006 and 2005,
respectively, are payable to three individuals which arose from the acquisition
of Island Corporation and Solutions In Computing as discussed in Note 2. The
note payable for Island Corporation is non interest bearing and payable in
monthly installments ending February 2007. The amount outstanding at
July 31, 2006 is $154,648. The note payable for the purchase of Solutions In
Computing is interest bearing and payable in monthly installments ending
November 2007. The amount outstanding on this note at July 31, 2006 is $39,371.

6.      LONG TERM DEBTS

On November 30, 2005, the Company issued to Dutchess Private Equities Fund,
LP ("Dutchess") a promissory note in the amount of $800,000 for a purchase
price of $640,000.  The note is due and payable in full on November 30, 2006.
Other than the $160,000 discount inherent in the purchase price, the note is
non-interest bearing.  The note will be repaid using 50% of the proceeds of
each put notice delivered by the Company to Dutchess or $66,667 per month.

In connection with the note, the Company paid Dutchess a facility fee of
$40,000 and issued to Dutchess 180,000 shares of common stock as incentive
shares with a fair value of $153,000.  The $40,000 fee, $160,000 inherent
discount and $153,000 incentive shares in the note are being amortized to
debt discount cost over the term of the note.


On January 6, 2006, the Company issued to Dutchess a promissory note in the
amount of $1,250,000 for a purchase price of $1,000,000. The note is due and
payable in full on June 30, 2007.  Other than the $250,000 discount inherent
in the purchase price, the note is non-interest bearing.  The note will be
repaid using 50% of the proceeds of each put notice delivered by the Company
to Dutchess or $69,445 per month.

In connection with the note, the Company paid Dutchess a facility fee of
$65,000 and issued 280,000 shares of common stock as incentive shares with a
fair value of $224,000.  The $65,000 fee, $250,000 inherent discount and
$224,000 incentive shares in the note are being amortized to debt discount
cost over the term of the note.

The Company accounts for convertible debt securities by the method specified
by Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for
Derivative Instruments and Hedging Activities" and its related interpretations.
SFAS No. 133 requires that a conversion option should be accounted for
separately as a derivative if the conversion option meets certain criteria.

On July 14, 2005, the Company executed a convertible debt facility with Laurus
Master Fund, Ltd. ("Laurus") granting access to borrow up to $5,500,000.  This
financing consisted of a $500,000 secured term loan (the "Term Note") and a
$5,000,000 secured revolving note (the "Revolving Note").  The Revolving Note
was effectuated through a $2,500,000 convertible minimum borrowing note and
provided for advances of up to 90% of eligible accounts receivable.  To the
extent the Company repaid the amount outstanding under the Revolving Note
and/or Laurus converted amounts due under the Revolving Note into Common Stock,
the Company could reborrow or make additional borrowings, provided that the
aggregate amount outstanding did not exceed the eligible accounts receivable.

                                                                            F14
<PAGE>


Both the $500,000 Term Note and the $2,500,000 Convertible Minimum Borrowing
Note (together the "Notes") provided for conversion, at the option of Laurus,
of the amounts outstanding into the Company's common stock at a fixed
conversion price of $1.02 per share (the "Fixed Conversion Price").  In the
event that the Company issued common stock or derivatives convertible into
our common stock for a price less than $1.02 per share, then the price at
which Laurus may convert its shares was reset to that lower price.  The
conversion prices under the Notes are subject to equitable adjustment for
stock splits, stock dividends and similar events.  Laurus was obligated to
convert scheduled principal and interest payments under the Term Note when
(i) a registration statement became effective with respect to the shares of
common stock underlying the indebtedness, (ii) the five (5) day average market
price of the Company's common stock was 115% of the Fixed Conversion Price,
and (iii) certain trading volume criteria had been met.  Using the
Black-Scholes option pricing model, the Company determined the fair value
of the conversion feature related to the Notes was $2,365,000 if the full
$5,500,000 available under the note was advanced.  The assumptions used in
the fair value calculation for the warrants were as follows: stock price of
$1.03, exercise price of $1.02, weighted average term of three (3) years,
volatility (annual) of 59%, dividends rate of 0% and a risk free interest
rate of 3.0%.  Accordingly, the fair value per share of the warrants was
calculated to be $0.43 per share.  As a result of the beneficial conversion
feature, a discount on debt issued of $2,900,000 was recorded and is being
amortized to interest expense over the three year life of the debt agreement.

As part of the transaction, the Company also issued Laurus a seven-year
warrant to purchase 1,420,000 shares of its common stock at a price of $1.11
per share.  The fair market value of the warrants issued was determined to
be $869,000 using the Black-Scholes option pricing model.  The assumptions
used in the fair value calculation of the warrants were as follows: stock
price of $1.03, exercise price of $1.11, weighted average term of seven (7)
years, volatility of 59%, dividend rate of 0% and a risk free interest rate
of 3.0%.  Accordingly, the fair value per share of the warrants was
calculated to be $0.61 per share.  The Company will amortize this relative
fair value of the stock and warrants to interest expense over the three (3)
year life of the debt agreement, using the interest method.  The loan costs,
conversion feature and warrants issued in connection with the Notes, result
in an effective interest rate on the debt of approximately 90%.

The Notes bear annual interest at the prime rate (as reported in the Wall
Street Journal) plus 2% subject to a floor of 8%, and mature
in three years.  The interest rate on the Notes will be decreased by 2.0%
for every 25% increase in the market value of the Company's common stock
above the Fixed Conversion Price up to a minimum of 0.0%.  Monthly interest
payments on the Notes began August 1, 2005.  Monthly amortizing payments of
principal on the Term Note, equal to $15,625, are payable on the first day
of each month commencing December 1, 2005.  The final principal amortization
payment on the Term Note is due December 1, 2005.  Under the Term Note, if
monthly payments of interest and principal are made in cash rather than
converted to shares of common stock, the Company will pay Laurus 100% of
the then monthly amount due.  Prepayments under the Term Note are subject
to a premium in the amount of 30% of the principal being repaid.  The
Revolving Note terminates, and borrowings thereunder become due
July 14, 2008.

The Notes also require the Company to have an effective registration
statement covering the common stock underlying the conversion feature of
the Notes and the Warrants issued in connection with the Notes.

In November 2005, Laurus advanced the Company an additional $200,000.
As of July 31, 2006, the Company has $188,250 outstanding of the total
of $500,000 borrowed under the Term Note and $4,266,848 under the
Revolving Note.

At July 31, 2006, $733,152 remains available for borrowing under the
Revolving Note.

                                                                            F15
<PAGE>

On January 13, 2006, the Company agreed to revise the financing facility
with Laurus.  The revised facility consists of (i) a $500,000 Secured
Convertible Note (ii) a Secured Convertible Minimum Borrowing Note, and
(iii) a Secured Revolving Note (collectively, the "Amended and Restated
Notes").  The Amended and Restated Notes are secured by a security
interest in substantially all of the Company assets.

Pursuant to the Agreement, the Company and Laurus agreed to amend the
conversion price to $0.50.  In addition, the Company and Laurus agreed
to amend the exercise price of the warrants to $0.65.

The modification of the convertible notes and attached warrants, as
described in the revised facility, has been accounted for as a debt
extinguishment and the issuance of a new debt instrument in accordance
with EITF 96-19, "Debtor's Accounting for a Modification of Debt
Instruments".  Accordingly, in connection with extinguishment of the
original debt, the Company recognized a $633,479 loss.

The Amended and Restated Notes were assigned fair value at
January 13, 2006, as follows:

   Principal                                            $ 3,600,000
   Less:
     Stock warrants issued in connection with revised
       facility                                            (618,166)
     Value of beneficial conversion features             (1,036,392)
                                                        -----------
   Fair value of modified convertible notes             $ 1,945,442
                                                        ===========

The assumptions used in the fair value calculation of the stock warrants
and beneficial conversion features at January 13, 2004 using the
Black-Scholes option pricing model were as follows:

                                               Beneficial
                                               Conversion
                                 Warrants      Feature
                                ---------      ---------
   Stock price                     $ 0.47         $ 0.47
   Exercise price                  $ 0.65         $ 0.50
   Term                         6.5 years      2.5 years
   Volatility (annual basis)         140%           140%


The following is a maturity schedule of these long-term debts for the next
two years:

  2007                 $   767,798
  2008                   2,973,084
                       -----------
                       $ 3,740,882
                       ===========



7.      STOCKHOLDERS' EQUITY

Preferred stock - The authorized preferred stock is 1,000,000 shares at
$0.01 par value.  Each share of preferred stock is convertible into 100 shares
of common stock.  As of July 31, 2006 and 2005, the Company had 284,134 and
279,134, respectively, shares issued and outstanding.

                                                                            F16
<PAGE>

Common stock - The authorized common stock is 100,000,000 shares at
$0.0001 par value.  As of July 31, 2006 and 2005, the Company had
23,164,949 and 3,594,403, respectively, shares issued and outstanding.

Stock options - The Company has adopted a stock option plan accounted
for SFAS 123 (prior to January 31, 2006) and SFAS 123R
(post January 31, 2006).  During the years ended July 31, 2006 and 2005,
the Company granted 2,350,000 and -0- options, respectively.  As of
July 31, 2006 and 2005, the Company had options outstanding of 2,366,667
and 16,667, respectively, weighted average exercise price of $0.21 and
avarge remaining life of 1.01 years at July 31, 2006.

Warrants - During the year ended July 31, 2006 and 2005, the Company
issued warrants for 900,000 and 2,380,000 shares of common stock.

The following is a summary of warrants activity during the year ended
July 31, 2006 and 2005:

                                              Warrants          Weighted
                                              Outstanding    Average Price
                                              -----------    -------------
Balance outstanding at July 31, 2004                  -             $    -
Shares related to warrants granted            2,380,000               1.07
Forfeited or cancelled                               -                   -
Exercised                                       (96,000)              1.00
                                              ---------
Balance outstanding at July 31, 2005          2,284,000               1.07
Shares related to warrants granted              900,000               0.36
Forfeited or cancelled                                -                  -
Exercised                                             0
                                              ---------
Balance outstanding at July 31, 2006          3,184,000               0.87
                                              =========            =======


All of the outstanding warrants for shares of common stock totaling
3,184,000 and 2,284,000 were exercisable as of July 31, 2006 and 2005,
respectively.

8.      RELATED PARTY TRANSACTIONS

During the year, the Company paid rent of approximately $52,000 and $50,000
for the years ended July 31, 2006 and 2005, respectively, to a company
related to a director.

Included in accounts payable at July 31, 2006 and 2005 are $-0- and $255,000,
respectively, due to a company controlled by a director. This amount arose from
assuming a debt from a customer of the related company. The Company received a
note receivable from the customer in consideration for assuming the debt.

During the year ended July 31, 2006 and 2005, $95,000 and $90,000,
respectively, were paid to a company controlled by a director for equipment
rental.

The above related party rent 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 arm's length.

                                                                            F17
<PAGE>

9.      COMMITMENTS AND CONTINGENCIES

The Company has entered into various operating leases for certain vehicles.
The following are the minimum lease payments under these operating leases:

        2007    $  60,917
        2008       46,213
        2009       17,084
                ---------
                $ 124,214
                =========

In the normal course of business, the Company is involved in various legal
proceedings.  Based upon the Company's evaluation of the information
presently available, management believes that the ultimate resolution of
any such proceedings will not have a material adverse effect on the Company's
financial condition, liquidity or results of operations.


10.     DISCONTINUED OPERATIONS

In July 2005, the Company sold and disposed of its Childcare Division to Vital
Products Inc., in order to focus more fully on its Computer Division. The
Company received from the sale of the Childcare Division $250,000 in common
stock of Vital Products Inc. and a $750,000 note from Vital Products, Inc.
All equipment, intellectual property and customer lists associated and used
in the Childcare Division were purchased by Vital Products, Inc. All assets
and liabilities of the Childcare Division were not assumed by the buyer. The
Company recognized a gain on sale of the business of $615,623 ($504,811 net
of tax) in the fourth quarter of fiscal year 2005.

The following amounts related to the Company's discontinued operation have
been segregated from continuing operations and reflected as discontinued
operations.
                                                2006           2005
                                              ------      ---------
        Sales                                   $  -      $ 816,590

        Loss before income taxes                   -       (271,441)
        Income tax expense (benefit)                        (68,703)
                                              ------      ---------
        Loss from discontinued operation,          -       (202,738)
                                              ------      ---------
        net of taxes
        Pre-tax gain on sale of discontinued       -        615,623
                operations
        Income tax expense                         -        110,812
                                              ------      ---------
        Gain on sale of business, net of tax       -        504,811
                                              ------      ---------
        Discontinued operations, net of tax     $  -      $ 302,073
                                              ======      =========


11.     SUBSEQUENT EVENTS

In August 2006, the Company approved a 1-for-50 reverse stock split of its
common stock effective on August 10, 2006.

During September and October 2006, the Company received loans from its
President and Chief Executive Officer of approximately $270,000.

                                                                            F18
<PAGE>

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

None.


ITEM 8A. CONTROLS AND PROCEDURES.

DISCLOSURE CONTROLS AND PROCEDURES

Our management evaluated, with the participation of our Chief Executive Officer
and our Chief Financial Officer, the effectiveness of our disclosure controls
and procedures as of the end of the period covered by this Annual Report on
Form 10-KSB.  Based on this evaluation, our Chief Executive Officer and our
Chief Financial Officer have concluded that our disclosure controls and
procedures are effective to ensure that information we are required to disclose
in reports that we file or submit under the Securities Exchange Act of 1934
(i) is recorded, processed, summarized and reported within the time periods
specified in Securities and Exchange Commission rules and forms, and (ii) is
accumulated and communicated to our management, including our Chief Executive
Officer and our Chief Financial Officer, as appropriate to allow timely
decisions regarding required disclosure.  Our disclosure controls and
procedures are designed to provide reasonable assurance that such information
is accumulated and communicated to our management.  Our disclosure controls
and procedures include components of our internal control over financial
reporting.  Management's assessment of the effectiveness of our internal
control over financial reporting is expressed at the level of reasonable
assurance that the control system, no matter how well designed and operated,
can provide only reasonable, but not absolute, assurance that the control
system's objectives will be met.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There were no changes in our internal control over financial reporting that
occurred during our last fiscal year that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.

ITEM 8B. OTHER INFORMATION.

None.

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 24, 2006, 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. All of the
officers serve at the pleasure of our Board of Directors.

Name                            Age        Position
-------------------------------------------------------------------------------
Stuart Turk                     37        President, Chairman, Chief Executive
                                          Officer, Secretary, Treasurer and
                                          Director


Evan Schwartzberg, BA, CCM      39        Chief Financial Officer

Ralph Magid, B.A.Sc.,           60        Director
MBA, P.Eng, P.E.O

-------------------------------------------------------------------------------


                                       20
<PAGE>

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.

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 Research and Development. Mr. Magid 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.  Research
and Development has been an integral part of Mr. Magid's  responsibilities
in his position of Vice President, Operations held with several manufacturing
organizations.  Mr. Magid's  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.

BOARD OF DIRECTORS

As of October 24, 2006 we currently have two 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

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, Randal A. Kaplin, our Director through October 2, 2006
and Evan Schwartzberg, our Chief Financial and Accounting Officer. No other
executive officer or employee earned over $100,000 in the last fiscal year.


                                       21
<PAGE>

                           Summary Compensation Table

                                                     Annual
                                Year       Salary    Compensation  All Other
                                                     Bonus         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
                                     2005      $167,000    $  -0-    $     -0-
                                     2006      $300,000    $  -0-    $     -0-

Randal A. Kalpin,
Director (6)                         2002      $    -0-    $  -0-    $     -0-
                                     2003      $    -0-    $  -0-    $     -0-
                                     2004(4)   $    -0-    $  -0-    $ 128,750
                                     2005(5)   $    -0-    $  -0-    $ 150,000
                                     2006      $167,000    $  -0-    $     -0-


Evan Schwartzberg
Chief Financial Officer and
Accounting Officer                   2004(7)   $    -0-    $  -0-    $  18,750
                                     2005      $    -0-    $  -0-    $     -0-
                                     2006(8)   $ 71,000    $  -0-    $     -0-
-------------------------------------------------------------------------------
(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 16,667
    common shares at an exercise price of $1.50 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.

(5) The remuneration for Randal A. Kalpin is paid to a company owned by
    Mr. Kalpin.

(6) Mr. Kalpin resigned as our director on October 2, 2006.

(7) We issued Mr. Schwartzberg 150,000 shares as  compensation in 2004.
    The shares were valued at $18,750.

(8) Mr. Schwartzberg's remuneration started January 31, 2006


                                       22
<PAGE>

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.  We did not compensated our directors for their services for the
fiscal year ended July 31, 2006.

EMPLOYMENT AGREEMENTS

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

ADDITIONAL INFORMATION

We file with the SEC periodic reports on Forms 10-KSB, 10-QSB, and 8-K. We
intend to send annual reports containing audited financial statements to our
shareholders.  A copy of our periodic reports and registration statements,
as well as the associated exhibits and schedules that were filed, may be
inspected without charge at the Public Reference Room maintained by the
Securities and Exchange Commission at 100 F Street, N.E., Washington,
DC 20549, and copies of all or any part of our periodic reports and
registration statements may be obtained from the Securities and Exchange
Commission upon payment of the prescribed fee. Information regarding the
operation of the Public Reference Room may be obtained by calling the
Securities and Exchange Commission at 1-800-SEC-0330.

The Securities and Exchange Commission maintains a web site that contains
reports, proxy and information statements, and other information regarding
registrants that file electronically with the SEC. The address of the site
is www.sec.gov.

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 25, 2006
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 2006 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)                         27,845,567                      97.4%
Evan Schwartzberg                              200                         *%
Ralph Magid                                    200                         *%
Randal A. Kalpin (4)                           200                         *%

Directors and executive officers
 as a group (4 persons)                 27,846,167                      97.4%

* Less than one percent

                                       23
<PAGE>

(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 10, 2006 was 1,290,179.  This reflects a 1 for 50 reverse stock
    split for all common stock shareholders of record on August 10, 2006. 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 10, 2006, plus shares of common stock subject to options,
    conversion or exchangeable into such shares of common stock held by such
    person on October 10, 2006 and exercisable within 60 days thereafter.

(3) On October 31, 2003, Stuart Turk was issued an option to acquire 334 common
    shares at an exercise price of $75.00 per share with an expiry of
    July 15, 2008.  Mr. Turk owns 233,000 Common Shares and 133,000 Series A
    Preferred Shares that can convert into 13,300,000 shares of common stock.
    Cellular Connection owns 295,900 Common Shares and 140,000 shares of
    Series A Preferred Stock that can convert into 14,000,000 shares of common
    stock. Mr. Turk has a lock up agreement in place by which 22,930,067 shares
    of common stock may not be sold until July 31, 2007.  Mr. Turk is the
    control person and sole owner of The Cellular Connection Ltd.

(4) Mr. Kalpin resigned as our director on October 2, 2006.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

During the fiscal year ended July 31, 2006, $255,000 was paid to The Cellular
Connection Ltd., a company owned and controlled by Mr. Turk.  This amount
arose from assuming a debt from Vital Products, Inc.  We received a note from
Vital Products, Inc. in consideration for assuming the debt at an annual
interest rate of 20% per annum.  The above related party 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 arm's length.

During the fiscal year ended July 31, 2006, $95,000 (2005 - $90,000; 2004 - $0)
was paid to The Cellular Connection Ltd., a company owned and controlled by
Mr. Turk for equipment rental.  The above related party rent 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 arm's length.

During September and October 2006, the we received loans from our President
and Chief Executive Officer of approximately $270,000.  The loan is
non-interest bearing, unsecured, and is not necessarily indicative of the
terms and amounts that would have been incurred had a comparable loan 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 arm's length.

                                       24
<PAGE>


ITEM 13.  EXHIBITS.

INDEX OF EXHIBITS

2.1     Memorandum of Agreement between the Company and Elaine Abate, John
        Abate, Gerhard Schmid, Frank Abate, 1066865 Ontario Inc, and Infinity
        Technologies Inc., dated July 19, 2005 (included as Exhibit 2.1 to the
        Form 8-K filed July 22, 2005, and incorporated herein by reference).

3.1     Restated Certificate of Incorporation (included as Exhibit 3.4 to the
        Form 10-KSB filed October 27, 2004, and incorporated herein by
        reference).

3.2     By-laws (included as Exhibit 3.4 to the Form SB-2 filed
        May 24, 2001, and incorporated herein by reference).

3.3     Certificate of Amendment of the Certificate of Incorporation (included
        as Exhibit 3.5 to the Form 10-KSB filed October 27, 2004, and
        incorporated herein by reference).

3.4     Certificate of Amendment to the Amended and Restated Certificate of
        corporation (included as Exhibit 3.1 to the Form 8-K filed
        August 7, 2006, and incorporated herein by reference).

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

4.2     Certificate of Designation of Series A Convertible Preferred Stock
        (included as Exhibit 4.1 to the Form 10-KSB filed October 27, 2004, and
        incorporated herein by reference).

4.3     Form of Series C Common Stock Purchase Warrant (included as Exhibit 4.2
        to the Form SB-2 filed November 19, 2004, and incorporated herein by
        reference).

4.4     Promissory Note between the Company and Dutchess Private Equities
        Fund, II, L.P., dated March 7, 2005 (included as Exhibit 10.5 to the
        Form 10-QSB filed March 10, 2005, and incorporated herein by
        reference).

4.5     Secured Convertible Term Note between the Company and Laurus Master
        Fund, Ltd., dated July 14, 2005 (included as Exhibit 4.1 to the
        Form 8-K filed July 20, 2005, and incorporated herein by reference).

4.6     Secured Revolving Note between the Company and Laurus Master Fund,
        Ltd., dated July 14, 2005 (included as Exhibit 4.2 to the Form 8-K
        filed July 20, 2005, and incorporated herein by reference).

4.7     Secured Convertible Minimum Borrowing Note between the Company and
        Laurus Master Fund, Ltd., dated July 14, 2005 (included as
        Exhibit 4.3 to the Form 8-K filed July 20, 2005, and incorporated
        herein by reference).

4.8     Security and Purchase Agreement between the Company and Laurus Master
        Fund, Ltd., dated July 14, 2005 (included as Exhibit 4.4 to the
        Form 8-K filed July 20, 2005, and incorporated herein by reference).

4.9     Master Security Agreement between the Company and Laurus Master Fund,
        Ltd., dated July 14, 2005 (included as Exhibit 4.5 to the Form 8-K
        filed July 20, 2005, and incorporated herein by reference).

4.10    Share Pledge Agreement between the Company and Laurus Master Fund,
        Ltd., dated July 14, 2005 (included as Exhibit 4.6 to the Form 8-K
        filed July 20, 2005, and incorporated herein by reference).

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<PAGE>

4.11    Form of Common Stock Purchase Warrant between the Company and Laurus
        Master Fund, Ltd., dated July 14, 2005 (included as Exhibit 4.7 to
        the Form 8-K filed July 20, 2005, and incorporated herein by
        reference).

4.12    Subsidiary Guaranty between the Company and Laurus Master Fund, Ltd.,
        dated July 14, 2005 (included as Exhibit 4.8 to the Form 8-K filed
        July 20, 2005, and incorporated herein by reference).

4.13    Funds Escrow Agreement between the Company and Laurus Master Fund,
        Ltd., dated July 14, 2005 (included as Exhibit 4.9 to the Form 8-K
        filed July 20, 2005, and incorporated herein by reference).

4.14    Forbearance Agreement between the Company and Laurus Master Fund,
        Ltd., dated July 14, 2005 (included as Exhibit 4.10 to the Form 8-K
        filed July 20, 2005, and incorporated herein by reference).

4.15    Joinder Agreement between the Company and Laurus Master Fund, Ltd.,
        dated July 20, 2005 (included as Exhibit 4.11 to the Form 8-K filed
        July 20, 2005, and incorporated herein by reference).

4.16    Registration Rights Agreement between the Company and Laurus Master
        Fund, Ltd., dated July 14, 2005 (included as Exhibit 4.12 to the
        Form 8-K filed July 20, 2005, and incorporated herein by reference).

4.17    Promissory Note between the Company and Elaine Abate, John Abate,
        and Gerhard Schmid, dated July 19, 2005 (included as Exhibit 4.1 to
        the Form 8-K filed July 22, 2005, and incorporated herein by
        reference).

4.18    Promissory Note between the Company, Dutchess Private Equities
        Fund, L.P., and Dutchess Private Equities Fund, II, L.P., dated
        November 30, 2005 included as Exhibit 4.1 to the Form 8-K filed
        December 5, 2005, and incorporated herein by reference).

4.19    Promissory Note between the Company and Dutchess Private Equities
        Fund, L.P., and Dutchess Private Equities Fund, II, L.P., dated
        January 6, 2006 (included as Exhibit 4.1 to the Form 8-K filed
        January 12, 2006, and incorporated herein by reference).

4.20    Promissory Note between the Company and Norman Drolet and Ettore
        Naccarato, dated January 10, 2006 (included as Exhibit 4.1 to the
        Form 8-K filed January 12, 2006, and incorporated herein by
        reference).

4.21    Amended and Restated Secured Convertible Term Note between the
        Company and Laurus Master Fund, Ltd., dated January 13, 2006
        (included as Exhibit 4.1 to the Form 8-K filed January 30, 2006,
        and incorporated herein by reference).

4.22    Amended and Restated Secured Revolving Note between the Company
        and Laurus Master Fund, Ltd., dated January 13, 2006 (included as
        Exhibit 4.2 to the Form 8-K filed January 30, 2006, and incorporated
        herein by reference).

4.23    Amended and Restated Secured Convertible Minimum Borrowing Note
        between the Company and Laurus Master Fund, Ltd., dated
        January 13, 2006 (included as Exhibit 4.3 to the Form 8-K filed
        January 30, 2006, and incorporated herein by reference).

                                       26
<PAGE>

4.24    Amended and Restated Security Purchase Agreement between the Company
        and Laurus Master Fund, Ltd., dated January 13, 2006 (included as
        Exhibit 4.4 to the Form 8-K filed January 30, 2006 and incorporated
        herein by reference).

4.25    Amended and Restated Form of Common Stock Purchase Warrant between
        the Company and Laurus Master Fund, Ltd., dated January 13, 2006
        (included as Exhibit 4.5 to the Form 8-K filed January 30, 2006 and
        incorporated herein by reference).

4.26    Amended and Restated Registration Rights Agreement between the
        Company and Laurus Master Fund, Ltd., dated January 13, 2006
        (included as Exhibit 4.6 to the Form 8-K filed January 30, 2006,
        and incorporated herein by reference).

4.27    Promissory Note between the Company and Val Silva, dated
        February 2, 2006 (included as Exhibit 4.1 to the Form 8-K filed
        February 6, 2006 and Incorporated herein by reference).

4.28    Form of Series "D" Common Stock Purchase Warrant (included as Exhibit
        4.22 to the Form SB-2 filed February 21, 2006 and Incorporated herein
        by reference).

4.29    Lockup Agreement between the Company and Stuart Turk, dated
        July 31, 2006 (included as Exhibit 4.1 to the Form 13D filed
        August 22, 2006 and incorporated herein by reference).

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

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

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

10.4    Consulting Agreement between the Company and DC Design, dated
        March 10, 2004 (included as Exhibit 10.2 to the Form S-8 filed
        March 10, 2004, and incorporated herein by reference).

10.5    Consulting Agreement between the Company and David Walt, dated
        March 11, 2004 (included as Exhibit 10.1 to the Form S-8 filed
        June 17, 2004, and incorporated herein by reference).

10.6    Consulting Agreement between the Company and Michael Levine, dated
        March 11, 2004 (included as Exhibit 10.2 to the Form S-8 filed
        June 17, 2004, and incorporated herein by reference).

10.7    Consulting Agreement between the Company and Thirusenthil
        Navaratnarajh, dated March 11, 2004 (included as Exhibit 10.3 to
        the Form S-8 filed June 17, 2004, and incorporated herein by
        reference).

10.8    Consulting Agreement between the Company and 964434 Ontario Inc.,
        dated June 15, 2004 (included as Exhibit 10.5 to the Form S-8
        filed June 17, 2004, and incorporated herein by reference).

10.9    Consulting Agreement between the Company and Jack Tepperman, dated
        June 15, 2004 (included as Exhibit 10.6 to the Form S-8 filed
        June 17, 2004, and incorporated herein by reference).

                                       27
<PAGE>

10.10   Letter of Intent between the Company and Infinity Technologies Inc.
        for the Acquisition of Infinity Technologies Inc., dated
        May 31, 2005 (included as Exhibit 10.1 to the Form 8-K filed
        June 6, 2005, and incorporated herein by reference).

10.11   Asset Sale Agreement between the Company and Vital Products, Inc.,
        dated July 5, 2005 (included as Exhibit 10.1 to the Form 8-K filed
        July 5, 2005, and incorporated herein by reference).

10.12   Letter of Intent between the Company and Island Corporation, dated
        October 21, 2005 (included as Exhibit 10.1 to the Form 8-K filed
        October 24, 2005, and incorporated herein by reference).

10.13   Secured Promissory Note between the Company and Vital Products, Inc.,
        dated February 23, 2006 (included as Exhibit 10.1 to the Form 8-K filed
        February 27, 2006, and incorporated herein by reference).

10.14   Secured Promissory Note between the Company and Vital Products, Inc.,
        dated February 23, 2006 (included as Exhibit 10.2 to the Form 8-K
        filed February 27, 2006, and incorporated herein by reference).

10.15   Vital Products, Inc. Trust Agreement between Vital Products, Inc.
        and Amy Trombly as Trustee, dated May 27, 2005, filed herewith.

21.1    Subsidiaries of the Registrant (filed herewith).

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.



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, 2006 and July 31, 2005 and for
the reviews of the financial statements included in our Quarterly Reports
on Form 10-QSB during those fiscal years were approximately $75,100 and $57,750
respectively.

Tax Fees.  Fees billed by our auditors for the preparation of corporate income
tax returns were $3,500 and $3,500 for the years ended July 31, 2006 and 2005,
respectively.

All Other Fees.  For the fiscal year ended July 31, 2006, 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.


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<PAGE>


                                   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 30, 2006

                                                   ON THE GO HEALTHCARE, INC.


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


        In accordance with the requirements of the Securities Act of 1933,
this registration statement was signed by the following persons in the
capacities and in the dates stated:


Signature                       Title                                   Date


By:/s/ Stuart Turk                                                  10/30/2006
------------------------        President, Chief Executive Officer, ----------
Stuart Turk                     Chairman and Director


By:/s/ Evan Schwartzberg        Chief Financial Officer and         10/30/2006
------------------------        Accounting Officer                  ----------
Evan Schwartzberg


By:/s/ Ralph Magid              Director                            10/30/2006
------------------------                                            ----------
Ralph Magid



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