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, 2005

                                     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. [ ]

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 $5,570,778.

The aggregate market value of the 2,999,451 shares of common stock held by
non-affiliates of the issuer as of October 24, 2005 was $3,749,313 based upon
the sale price of the common stock of $1.25 per share on October 24, 2005.

The issuer had 3,984,452 shares of common stock outstanding as of
October 24, 2005.

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, 2005

                                TABLE OF CONTENTS
PART I                                                                     PAGE

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

PART II

Item 5     Market for Common Equity and Related Stockholder Matters...........5
Item 6     Management's Discussion and Analysis or Plan of Operation..........8
Item 7     Financial Statements..............................................16
Item 8     Changes In and Disagreements With Accountants on Accounting and
             Financial Disclosure............................................17
Item 8A    Controls and Procedures...........................................17
Item 8B    Other Information.................................................17

PART III

Item 9     Directors, Executive Officers, Promoters and Control Persons;
             Compliance With Section 16(a) of the Exchange Act...............17
Item 10    Executive Compensation............................................19
Item 11    Security Ownership of Certain Beneficial Owners and Management
             and Related Stockholder Matters.................................20
Item 12    Certain Relationships and Related Transactions....................21
Item 13    Exhibits..........................................................22
Item 14    Principal Accountant Fees and Services............................25


<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.

        In February 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 the Company in full and final settlement of the outstanding loan. The
assets of the borrower included 100% of the outstanding stock of a private
corporation Helios/Oceana Ltd., which provides 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.

        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 an amount of shares of common stock having an aggregate fair market
value of $250,000 and a term note in the amount of $750,000.

        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 $3,120,000 (Canadian
dollars).  We agreed to pay the purchase price in a combination of shares of
restricted stock, cash, and a promissory note for $500,000.  The promissory
note pays no interest and will be paid in three equal payments on
January 15, 2006, February 15, 2006, and March 15, 2006.


                                       1
<PAGE>


OUR BUSINESS

       We conduct business directly through our Infinity and International
Mount subsidiaries. Compuquest is a division of International Mount.

COMPUQUEST AND INFINITY

        Compuquest and Infinity are valued-added resellers of the following
        computer and computer-related products:

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

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

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

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

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

SALES AND MARKETING

Computer products

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

Infinity and Compuquest utilize a professionally-produced business card
CD-Media presentation product to market our authorized products and services.

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

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

                                       2
<PAGE>


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 24, 2005 we estimate that we had 1,000 customers and that our revenue
mix is about 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 of 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 24, 2005, 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 typically rely on single direct from
manufacturer supply channels, Compuquest and Infinity partner with a wide
range of distributor partners who can supply products from a large number of
strategically-placed warehouses throughout North America.  Compuquest and
Infinity 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 our direct from manufacturer
competitors.  Compuquest and Infinity offer an extensive range of products
surpassing that of other direct from manufacturer competitors.  In partnering
with a large and diverse distributor supply channel, we offer a wider range of
products than our competitors who rely on direct relationships with the
manufacturers they represent.  While these direct relationships offer the
benefit of more competitive pricing, they restrict the ability of our
competitors to deliver products to their customers in an acceptable time
frame.  We operate on a smaller scale than our competitors allowing
us greater flexibility to fulfill expedited same day and next day delivery
requirements in a volatile market that demands fast service.  We receive
assistance from our manufacturers and distributors to ensure our pricing
remains competitive.  But the personalized service to the customers, our
scale to offer expedited delivery to our customers, and the assistance we
receive from manufacturers and distributors to remain price competitive
supports the assertion that we are positively differentiated from our
competitors.  We believe that these attributes combined with technological
advances relating to our manufactured and proprietary products are favorable
factors in competing with other manufacturers and value-added resellers such
as:

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

                                       3
<PAGE>


        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 can not match 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.


TRADEMARKS

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

        We have registered 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.

EMPLOYEES

        As of October 24, 2005, we had 66 full time employees.  We believe our
relations with our employees is good. None of the employees are covered by any
collective bargaining agreement.

ITEM 2. DESCRIPTION OF PROPERTY.

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

ITEM 3. LEGAL PROCEEDINGS.

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

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

       None.

                                       4
<PAGE>

                                    PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Our common stock has traded over the counter and has been quoted on the OTC
Bulletin Board since February 5, 2003. The stock currently trades under the
symbol "OGHC.OB"  Bid  and  ask  quotations  for  our  common  shares  are
routinely submitted by registered  broker  dealers  who  are  members  of
the  National Association of Securities Dealers on the NASD Over-the-Counter
Electronic Bulletin Board. These quotations  reflect  inner-dealer  prices,
without retail mark-up, mark-down or commission  and  may  not  represent
actual  transactions. The high and low bid information  for  our  shares for
each quarter for the last two years, so far as information  is  reported,
through  the  quarter  ended  July 31, 2005, as reported  by  the
Bloomberg  Financial  Network,  are  as  follows:

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

2003
April 30                   $4.50           $ .60
July 31                    $5.70           $2.40
October 31                 $7.50           $1.86

2004
January 31                 $7.05           $2.28
April 30                   $4.65           $1.20
July 31                    $4.35           $2.55
October 31                 $3.45           $1.10

2005
January 31                 $3.09           $0.80
April 30                   $2.20           $1.05
July 31                    $1.50           $0.72


Prices are restated for a 30:1 reverse split on October 1, 2004.


Number of Stockholders

     The number of record holders of our common stock as of July 31, 2005
was approximately 1,450, not including nominees of beneficial owners.

RECENT SALES OF UNREGISTERED SECURITIES

On November 8, 2004, we issued 50,000 common shares and 50,000 warrants as
consideration for services rendered by Uptick Capital.  The shares were valued
at a total of $45,000.

On November 8, 2004, we issued 60,000 common shares and 60,000 warrants as
consideration for services rendered by 964434 Ontario Inc.  The shares were
valued at a total of $54,000.

On November 8, 2004, we issued 20,000 common shares and 20,000 warrants as
consideration for services rendered by Michael Levine.  The shares were valued
at a total of $18,000.

On November 8, 2004, we issued 50,000 common shares and 50,000 warrants as
consideration for services rendered by Gerry Sohl.  The shares were valued
at a total of $45,000.

On November 8, 2004, we issued 15,000 common shares as consideration for
services rendered by John Pentony.  The shares were valued at a total of
$13,500.

                                       5
<PAGE>

On November 8, 2004, we issued 2,500 common shares as consideration for
services rendered by Theodore Smith.  The shares were valued at a total
of $2,250.

On November 8, 2004, we issued 75,000 common shares and 50,000 warrants as
consideration for services rendered by NFC Corporation.  The shares were
valued at a total of $67,500.

On November 8, 2004, we issued 75,000 common shares and 50,000 warrants as
consideration for services rendered by Gary Geraci.  The shares were valued
at a total of $67,500.

On November 8, 2004, we issued 75,000 common shares and 50,000 warrants as
consideration for services rendered by Richard McCaffrey.  The shares were
valued at a total of $67,500.

On November 8, 2004, we issued 75,000 common shares and 50,000 warrants as
consideration for services rendered by Wells & Co Inc.  The shares were
valued at a total of $67,500.

On March 23, 2005 we issued 17,500 common shares as consideration for services
rendered by John Pentony.  The shares were valued at a total of $23,975.

On March 23, 2005 we issued 2,000 common shares as consideration for services
rendered by Steven Gryfe.  The shares were valued at a total of $2,740.

On May 9, 2005 we issued 10,000 common shares as consideration for services
rendered by David Childs. The shares were valued at a total of $10,800.

On May 9, 2005 we issued 25,000 common shares as consideration for services
rendered by Doug Clark. The shares were valued at a total of $27,000.

On May 9, 2005 we issued 7,500 common shares as consideration for services
rendered by Tony Diveronica. The shares were valued at a total of $8,100.

On May 9, 2005 we issued 25,000 common shares as consideration for services
rendered by Jennifer Gardiner. The shares were valued at a total of $27,000.

On May 9, 2005 we issued 5,000 common shares as consideration for services
rendered by Thirusenthil Navaratnarajh. The shares were valued at a total
of $5,400.

On May 9, 2005 we issued 5,000 common shares as consideration for services
rendered by Caroline Pilgrim. The shares were valued at a total of $5,400.

On May 9, 2005, we issued 20,000 common shares and 50,000 warrants as
consideration for services rendered by Al Kau.  The shares were valued
at a total of $21,600.

On May 26, 2005, we issued 75,000 common shares and 75,000 warrants as
consideration for services rendered by Brett Gold.  The shares were valued
at a total of $60,000.

On May 26, 2005, we issued 100,000 common shares to Frank Abate as part of
the transaction with Infinity.  The shares were valued at a total of $80,000.

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. key employees in trust to Keyser Mason Ball, LLP.
The shares were valued at a total of $214,000.

                                       6
<PAGE>


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.

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.

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 $1.11 per share.
The warrants expire on July 14, 2012.

The Secured Note matures on July 14, 2008 and is convertible into our common
stock, under certain conditions, at a price of $1.02, 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, however the interest rate will be reduced if the price of
our common stock rises in accordance with certain benchmarks.  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 103% of the
cash amount.

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:

-    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.

                                       7
<PAGE>


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

Introduction

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

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.

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

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

                                       8
<PAGE>


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

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

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

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


COMPARISON OF THE YEAR ENDED JULY 31, 2005 AND THE YEAR ENDED JULY 31, 2004

        In July 2005, we sold and disposed of our Childcare Division to Vital
Products Inc., in order to focus on our Computer Division. We reflected the
sale and the activities for the year as a separate one line item on our
Consolidated Statement of Operations. Therefore, none of the comparative
numbers described below are affected by the Childcare Division.

Revenues

Revenues increased from $2,735,345 for the year ended July 31, 2004 to
$5,570,778 for the year ended July 31, 2005. This increase is attributable
to the acquisitions of Infinity Technologies Inc. on July 19, 2005 and
Helios/Oceana Ltd. on February 28, 2005. Infinity added approximately
$1,500,000 to our annual revenues from the date of acquisition while Helios
added approximately $1,500,000.

Cost of Sales

Cost of sales increased to $4,560,594 for the year ended July 31, 2005 from
$2,365,449 for the comparable period in 2004. The increase in cost of sales
is due to the increase in sales revenue and the acquisition of the operating
assets and liabilities of Infinity  ($2,155,382) and Helios ($350,856). The
cost of sales due to the two acquisitions was $2,158,000 in the current year.

Selling, General and Administrative Expenses

Expenses increased from $313,327 for the year ended July 31, 2004 to $2,643,013
for the year ended July 31, 2005. The increase can be mainly attributed to the
acquisitions of Infinity (approximately $178,000) and Helios (approximately
$240,000), shares issued for services (approximately $645,000), warrants
issued for services (approximately $346,000), management fees (approximately
$150,000), Equipment rental (approximately $90,000) and Compuquest
(approximately $427,000)

Net and comprehensive loss

        We had a decrease in our net loss of $501,458 from $1,534,486 for the
year ended July 31, 2004 to a net loss of $1,033,028 for the year ended
July 31, 2005. We took our comprehensive loss of $32,264 in 2004 to a
comprehensive income of $22,814 in 2005. The reason for this occurrence was
the reduced loss in the discontinued childcare division.

        The weighted average shares outstanding for the year ended July 31,2005
was 1,752,327, an increase of 279,455 shares from the same period in 2004.

                                       9
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

        Current assets totaled $7,214,576 as of July 31, 2005, an increase of
$5,905,105 over the July 31, 2004 amount of $1,309,471. The increase is due
primarily to accounts receivable and inventory related to the acquisitions
during the year of Infinity and Helios and the sale of the Childcare Division
($682,839). The balance of the increase is the result of cash provided by short
and long-term debt ($1,520,320).

        Current liabilities totaled $5,085,411 as of July 31, 2005 an increase
of $4,290,340 as compared with $795,071 at July 31, 2004. The increase was
attributable to the acquisition of the liabilities of Infinity and Helios
(approximately $3,045,661) and new debt of approximately $961,869.

        For the year ended July 31, 2005, the cash used in operations was
$1,378,952 as compared to $366,765 for the year ended July 31, 2004. The
increase in the cash requirement is due to the increase in accounts receivable
related to the purchase of Infinity (approximately $502,681), the increase of
accounts payable (approximately $121,769)and the increase in operating expenses
of Compuquest (approximately $438,000).

        For the year ended July 31, 2005, we invested in additions to
property and equipment of $276,692 as compared to $193,794  for the year ended
July 31, 2004. The acquisitions are related to modifying our premises to
accommodate the acquisition of the Helios/Oceania and Infinity.

        For the year ended July 31, 2005 , we invested in the purchase of
Helios/Oceania Ltd (approximately $350,856) ,the purchase of Infinity
Technologies Inc (approximately $395,549) and a Loan to Vital Products Inc
(approximately $60,254).  These investments totaled $806,929 and the prior
year amount was zero.

        For the year ended July 31, 2005, we had cash provided by financing
activities of $3,995,927 as compared to cash provided by financing activities
of $757,146 for the year ended July 31, 2004.   The primary source of the
financing has been a Secured Financing Facility with Laurus Master Fund
totaling net cash of $3,132,020.  The secondary source of financing has
been common shares issued as part of an Investment Agreement for an equity
credit line with Dutchess Private Equities Fund.   This has amounted to
$897,328 and warrants were sold during the year which totaled $96,000.
A portion of the proceeds on the sale of capital stock has been used to
reduce bank debt and repay loans to related parties and the loan payable
which arose on the acquisition of the operating assets and liabilities
of Helios and Infinity.

        To July 31, 2005, we have not been profitable and have experienced
negative cash flows from operations. Operations have been financed through
the issuance of stock and loans from related parties.

        For the next 12 months, we expect the primary sources of liquidity
for us to be cash from operations and funds generated by our equity line. We
believe that we have sufficient funds to fund our operations for a minimum of
12 months. If the equity line does not provide adequate resources for our
operating needs, we may not be able to obtain alternate debt financing on
commercially reasonable terms given our operating history and current financial
position.  As a result, we may not be able to raise funds through the sale of
equity during that 12 month period.

                                       10
<PAGE>


CAPITAL COMMITMENTS

        As of July 31, 2005, we had notes payable to the former shareholders of
Infinity in the amount of $409,945. These notes were non-interest bearing,
unsecured, and will be paid in the current year and arose on the purchase of
Infinity.

        The long term debt of $961,869 relates to the Laurus Master Fund
convertible debt facility which relate primarily to the term note of $500,000
and the residual value of $461,869 which relate to the Conversion feature of
the convertible debt facility.

FINANCING ACTIVITES

        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.

        On March 7, 2005, we issued a note with a face value of $600,000 for
$500,000.  The note bears no interest and we agreed to make monthly payments
of $50,000 per month, subject to adjustment, until the note is repaid in full.
The first payment was made on April 7, 2005 and on July 15, 2005, we repaid
the Note in full.

        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.

        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 $1.11 per
share.  The warrants expire on July 14, 2012.

        The Secured Note matures on July 14, 2008 and is convertible into our
common stock, under certain conditions, at a price of $1.02, 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, however the interest rate will be reduced if
the price of our common stock rises in accordance with certain benchmarks.
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 103% of the cash amount.

        We may prepay the Secured Note by paying to Laurus a sum of money equal
to one hundred and thirty percent of the Principal Amount outstanding at such
time together with accrued but unpaid interest thereon and any and all other
sums due, accrued or payable to Laurus under any portion of the facility.
Pursuant to a Registration Rights Agreement with Laurus, we agreed to file a
registration statement within thirty days of closing to cover the resale of
the shares of our common stock issuable upon conversion of the notes and the
warrants.

                                       11
<PAGE>


SUBSIDIARIES

As of October 31, 2005 our wholly-owned subsidiaries include International
Mount Company Ltd. (Compuquest is a division of International Mount),
1637033 Ontario Limited, Helios/Oceania Ltd., and Infinity Technologies Inc.


                                  RISK FACTORS

CAUTIONARY  STATEMENT  CONCERNING  FORWARD-LOOKING  STATEMENTS

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


RISKS RELATED TO OUR BUSINESS

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

        We had a net loss of $1,033,028 for the year ended July 31, 2005 and
        a net loss of $1,534,486 for the year ended July 31, 2004. 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.

                                       12
<PAGE>


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.

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

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

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

        We may not be able to generate sufficient revenues from our existing
        operations to fund our capital requirements.  Additionally, our
        business plan contemplates the acquisition of new enterprises and
        the proceeds from our 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.

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

                                       13
<PAGE>


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.

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 24, 2005 we had 66 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 can not
        effectively manage our growth, our business may be harmed.

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

        Randal Kalpin founded Compuquest with the intent of capitalizing on
        the growing market opportunity for computer products.  He leveraged
        his skills to grow the company. Mr. Kalpin is critical to our
        expansion to the next level of growth.  Mr. Kalpin continues to be
        our director of operations of Compuquest. Our success depends, in large
        part, upon Mr. Kalpin's continued availability and our ability to
        attract and retain highly qualified technical and management personnel.
        If we were to lose the benefit of his services, our ability to develop
        and market our computer products may be significantly impaired, which
        would impede our ability to attain profitability. Mr. Kalpin holds
        prime relationships with key suppliers.  These relationships afford
        us access to valuable resources that help ensure product availability
        on time that is competitively priced.  The loss of key personnel or
        the failure to recruit necessary additional personnel might impede the
        achievement of our objectives, as our strength is our people.

IF WE LOSE THE SKILLS OF THE FOUNDER OF INFINITY, 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.

        Frank Abate founded Infinity with the intent of capitalizing on
        the growing market opportunity for computer products.  Mr. Abate is
        critical to our expansion to the next level of growth.  Mr. Abate is
        currently a director of our company. Our success depends, in large
        part, upon Mr. Abates's continued availability and our ability to
        attract and retain highly qualified technical and management personnel.
        If we were to lose the benefit of his services, our ability to develop
        and market our computer products may be significantly impaired, which
        would impede our ability to attain profitability. Mr. Abate holds
        prime relationships with key suppliers.  These relationships afford
        us access to valuable resources that help ensure product availability
        on time that is competitively priced.  The loss of key personnel or
        the failure to recruit necessary additional personnel might impede the
        achievement of our objectives, as our strength is our people.

                                       14
<PAGE>


                           RISKS RELATED TO OUR STOCK

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

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

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.

                                       15
<PAGE>


ITEM 7. FINANCIAL STATEMENTS.





                         ON THE GO HEALTHCARE, INC.

                                    INDEX

                                July 31, 2005


                                                                          Page


      2005 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.......... F1


      2003 INDEPENDENT AUDITORS' REPORT..................................... F2


      CONSOLIDATED FINANCIAL STATEMENTS

      Consolidated Balance Sheets - Statement I............................. F3

      Consolidated Statements of Operations - Statement II.................. F4

      Consolidated Statements of Stockholders' Equity - Statement III....... F5

      Consolidated Statements of Cash Flows - Statement IV.................. F6

      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS...................... F7 - F17



                                       16

<PAGE>


Report of Independent Registered Public Accounting Firm

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

We have audited the accompanying consolidated balance sheets of On the Go
Healthcare, Inc. as of July 31, 2005 and 2004 and the related consolidated
statements of operations, changes in stockholders' equity, and cash flows
for the years ended July 31, 2005 and 2004. These consolidated financial
statements are the responsibility of the management of On the Go Healthcare,
Inc. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.   The Company's financial statements
for the year ended July 31, 2003 were audited by other auditors whose report
dated September 12, 2003 expressed an unqualified opinion on those financial
statements.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of On the Go
Healthcare, Inc. as of July 31, 2005 and 2004 and the results of its
operations and its cash flows for the years ended July 31, 2005 and 2004 in
conformity with accounting principles generally accepted in the United States
of America.







Toronto, Ontario                                    /s/Danziger & Hochman
                                                   ----------------------
October 14, 2005                                    Chartered Accountants





                                                                            F1
<PAGE>





Independent Auditors' Report

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

We have audited the accompanying consolidated balance sheet of On the Go
Healthcare, Inc. as of July 31, 2003 and July 31, 2002 and the related
consolidated statements of operations, changes in stockholders' equity, and
cash flows for the years ended July 31, 2003 and July 31, 2002. These
consolidated financial statements are the responsibility of the management
of On the Go Healthcare, Inc. Our responsibility is to express an opinion
on these consolidated financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. These standards require that we
plan and perform the audits to obtain reasonable assurance about whether
the consolidated financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the consolidated financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall consolidated
financial statement presentation. We believe that our audit 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, 2003 and 2002 and the results of its operations
and its cash flows for the years ended July 31, 2003 and July 31, 2002 in
conformity with accounting principles generally accepted in the United
States of America.



/s/Rosenberg Smith & Partners
-----------------------------
Rosenberg Smith & Partners
Chartered Accountants
Concord, Ontario

September 12, 2003


                                                                            F2
<PAGE>


ON THE GO HEALTHCARE, INC.                                         Statement I
Consolidated Balance Sheets
As at July 31, 2005 and 2004

                                                            2005          2004


ASSETS
    Current
        Cash                                         $ 1,704,663   $   184,343
        Accounts receivable                            3,764,747       511,086
        Inventory                                        508,025       239,659
        Income tax receivable                             29,703             -
        Prepaid expenses                                 141,916         7,192
        Due from Vital Products Inc. (note 5)          1,065,522             -
        Assets held for sale (note 16)                         -       367,191
                                                     -----------   -----------
                                                       7,214,576     1,309,471
                                                     -----------   -----------
    Other
        Deferred tax asset (note 6)                      427,945             -
        Investment in Vital Products Inc. (note 7)       250,000             -
        Property and equipment, net of accumulated
          depreciation (note 8)                          405,896        69,797
        Goodwill (note 9)                              2,326,807             -
                                                     -----------   -----------
                                                       3,410,648        69,797
                                                     -----------   -----------
                                                     $10,625,224   $ 1,379,268
                                                     ===========   ===========

LIABILITIES
    Current
        Note payable (note 10)                       $   409,836   $         -
        Accounts payable and accrued liabilities       4,088,075       711,552
        Loan payable (note 11)                                 -        83,519
        Current portion of long-term debt                587,500             -
                                                     -----------   -----------
                                                       5,085,411       795,071

    Long-term debt (note 12)                             374,369             -
                                                     -----------   -----------
                                                       5,459,780       795,071
                                                     -----------   -----------

STOCKHOLDERS' EQUITY
    Common stock (note 13)                                 3,272         2,761
    Preferred stock (note 13)                              2,791         2,791
    Additional paid-in capital                         8,408,896     2,850,210
    Accumulated other comprehensive
      income (loss)                                       22,814       (32,264)
    Accumulated deficit                               (3,272,329)   (2,239,301)
                                                     -----------   -----------
                                                       5,165,444       584,197
                                                     -----------   -----------
                                                     $10,625,224   $ 1,379,268
                                                     ===========   ===========

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

<PAGE>




ON THE GO HEALTHCARE, INC.                                        Statement II
Consolidated Statements of Operations
For the Years Ended July 31, 2005, 2004 and 2003

                                               2005          2004         2003


Sales                                   $ 5,570,778   $ 2,735,345    $       -
                                        -----------   -----------    ---------

Cost of sales                             4,560,594     2,365,449            -
                                        -----------   -----------    ---------
Gross profit                              1,010,184       369,896            -
Selling, general and
  administrative expenses                 2,643,013       313,327            -
                                        -----------   -----------    ---------
Net operating income (loss)              (1,632,829)       56,569            -

Financing costs                             162,055             -            -
                                        -----------   -----------    ---------
Net income (loss) before income
  taxes and discontinued operations      (1,794,884)       56,569            -
Deferred income tax expense (benefit)      (459,783)            -            -
                                        -----------   -----------    ---------
Income (loss) from continuing operations (1,335,101)       56,569            -
                                        -----------   -----------    ---------
Discontinued operations, net of tax         302,073    (1,591,055)    (388,684)
                                        -----------   -----------    ---------
Net (loss) for the year                ($ 1,033,028)  ($1,534,486)  ($ 388,684)
                                        ===========   ===========    =========
Net (loss) per common share            ($      0.59)  ($     1.04)  ($    0.37)
                                        ===========   ===========    =========
Weighted average number of
  common shares outstanding               1,752,327     1,472,872    1,051,345
                                        ===========   ===========    =========

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

<PAGE>


                         On the Go Healthcare, Inc.
        Consolidated Statements of Stockholders' Equity (Deficiency)
             For the years ended July 31, 2005, 2004 and 2003

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


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

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

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

 Treasury stock
   cancelled             (1,000,000)     (100)           -           -   (1,000,000)      21,243
 Shares issued for cash   8,548,928       854            -           -            -            -
 Financing costs for
   shares issued                  -         -            -           -            -            -
 Shares issued for loans  3,333,333       333                                                  -
 Capital contribution of
   interest free loans            -         -            -           -            -            -
 Issue costs for shares
   issued                         -         -            -           -            -            -
 Common stock issued as
   Compensation for
     consulting fees      6,790,000       679            -           -            -            -
 Stock options issued as
   compensation for salary
     and consulting fees          -         -            -           -            -            -
 Conversion of shares to
   preferred shares     (27,913,333)   (2,791)     279,134       2,791
 Net loss for the period          -         -                                     -            -
 Foreign currency
   translation adjustment         -         -            -           -            -            -
 Stock options exercised    200,000        20            -           -            -            -
                         ------------------------------------------------------------------------
 Balance July 31, 2004   27,612,428 $   2,761      279,134    $  2,791            -     $      -

 Shares issued for cash   2,522,218       252            -           -            -            -
 Reverse stock split    (29,130,158)
 Shares issued for cash     454,415        35            -           -            -            -
 Shares issued for
   services                 689,500        79            -           -            -            -
 Warrants converted to
   common stock              96,000        10            -           -            -            -
 Shares issued for
   purchase of Infinity
   Technologies Inc.      1,350,000       135            -           -            -            -
 Warrants issued
   for services                   -         -            -           -            -            -
 Financing costs
   for shares issued              -         -            -           -            -            -
 Beneficial conversion
   feature associated
   with convertible debt          -         -            -           -            -            -
 Foreign currency
   translation                    -         -            -           -            -            -
 Net loss for period              -         -            -           -            -            -
                         ------------------------------------------------------------------------
 Balance July 31, 2005    3,594,403     3,272      279,134       2,791            -            -
                         ------------------------------------------------------------------------



 </TABLE>
  <PAGE>



 <TABLE>
 <CAPTION>
                                Additional                Accumulated
                                paid in      Deficit         other
                                capital                   Comprehensive
                                                          Income (Loss)        Total
 -----------------------------------------------------------------------------------
 <S>                          <C>        <C>             <C>              <C>
 Balance July 31, 2002          457,958     (316,131)      (18,489)        $ 126,300

 Common stock issued as
   compensation for rent,
   salary, consulting
   and legal fees               309,610            -             -           310,414
 Net loss for the period              -     (388,684)            -          (388,684)
 Capital contribution            12,842            -             -            12,842
 Stock options issued            13,665            -             -            13,665
 Treasury stock acquired              -            -             -           (21,243)
 Foreign currency
   translation adjustment             -            -        17,524            17,524
                         -----------------------------------------------------------
 Balance July 31, 2003       $  794,075   $ (704,815)      $  (965)           70,818

 Treasury stock
   cancelled                    (21,143)                                           -
 Shares issued for cash         944,861            -             -           945,715
 Financing costs for
   shares issued                157,907            -             -           157,907
 Shares issued for loans         99,667                                      100,000
 Capital contribution of
   interest free loans            1,594            -                           1,594
 Issue costs for shares
   issued                        (3,041)           -                          (3,041)
 Common stock issued as
   Compensation for
     consulting fees            689,122            -                         689,801
 Stock options issued as
   compensation for salary
     and consulting fees        177,188            -            -            177,188
 Conversion of shares to
   preferred shares
 Net loss for the period              -   (1,534,486)            -        (1,534,486)
 Foreign currency
   translation adjustment             -            -       (31,299)          (31,299)
 Stock options exercised          9,980                                       10,000

                         -----------------------------------------------------------
 Balance July 31, 2004       $2,850,210  $(2,239,301)     $(32,264)        $ 584,197

 Shares issued for cash         174,748            -             -           175,000
 Reverse stock split
 Shares issued for cash         722,293            -             -           722,328
 Shares issued for
   services                     645,531            -             -           645,610
 Warrants converted to
     common stock                95,990            -             -            96,000
 Shares issued for
   purchase of Infinity
   Technologies Inc.          1,349,865            -             -         1,350,000
 Warrants issued
   for services                 346,268            -             -           346,268
 Financing costs
   for shares issued             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 for period                  -   (1,033,028)            -      (  1,033,028)
                         -----------------------------------------------------------
 Balance July 31, 2005        8,408,896   (3,272,329)       22,814         5,165,444
                         -----------------------------------------------------------
 </TABLE>

The accompanying notes are an integral part of
these consolidated financial statements.                                    F5

<PAGE>


ON THE GO HEALTHCARE, INC.                                        Statement IV
Consolidated Statements of Cash Flows
For the Years Ended July 31, 2005, 2004 and 2003


                                               2005          2004         2003
                                        ------------  ------------  -----------

Operating activities
    Net loss for the year               ($1,033,028)  ($1,534,486)  ($ 388,684)
                                        ------------  ------------  -----------
    Adjustments to reconcile net loss
      to net cash used by operating
      activities:
        Depreciation                        116,759        53,268       19,876
        Shares and stock options
          issued in consideration
          of services rendered              645,610       867,149      302,607
        Gain on sale of Childcare
          Division                         (615,341)            -            -
        Warrants issued for services        346,268             -            -
        Financing costs                      53,840       157,907            -
        Capital contribution of
          interest free loan                      -         1,594            -
        (Increase) decrease in:
           Accounts receivable             (502,681)     (233,585)     (12,452)
           Inventory                         35,305         1,831      (22,842)
           Prepaid expenses                (119,508)      113,910     (112,463)
           Deferred income taxes           (427,945)            -      101,783
        Increase in:
           Accounts payable and
             accrued liabilities            121,769       205,647       17,013
                                        ------------  ------------  -----------
Total adjustments                          (345,924)    1,167,721      293,522
                                        ------------  ------------  -----------
Net cash used by operating activities    (1,378,952)     (366,765)     (95,162)
                                        ------------  ------------  -----------
Investing activities
    Purchase of Helios/Oceana Ltd.         (350,856)            -            -
    Purchase of Infinity Technology Inc.   (395,549)            -            -
    Loan to Vital Products Inc.             (60,524)            -            -
    Acquisition of property and equipment  (276,692)     (193,794)           -
                                        ------------  ------------  -----------
                                         (1,083,621)     (193,794)           -
                                        ------------  ------------  -----------
Financing activities
    Issue of convertible debt facility    3,132,020             -            -
    Warrants issued for cash                 96,000             -            -
    Decrease in bank indebtedness                 -       (92,486)      (2,100)
    Proceeds on sale of capital stock
      net of expenses                       897,328       952,674            -
    Payments on loan payable                (45,902)      (70,469)           -
    Payments on notes payable to
      related parties                       (83,519)      (35,393)      (4,763)
    Proceeds from loan payable to
      related parties                             -         2,820      102,682
                                        ------------  ------------  -----------
    Net cash provided by
      financing activities                3,995,927       757,146       95,819
                                        ------------  ------------  -----------
Effect of exchange rate changes on cash     (13,034)      (13,006)         105
                                        ------------  ------------  -----------
Net increase in cash                      1,520,320       183,581          762
Cash at beginning of year                   184,343           762            -
                                        ------------  ------------  -----------
Cash at end of year                      $1,704,663    $  184,343    $     762
                                        ============  ============  ===========
Non-cash items
    Note payable                        $   409,833
    Share issuance for Infinity
      Technologies Inc.                   1,350,000
    Investment in Vital Products Inc.       250,000
    Loan to Vital Products Inc.             905,000


The accompanying notes are an integral part of
these consolidated financial statements.                                    F6

<PAGE>


ON THE GO HEALTHCARE, INC.
Notes to Consolidated Financial Statements
As of July 31, 2005 and 2004


1.      NATURE OF OPERATIONS AND BASIS FOR PRESENTATION

        On the Go Healthcare, Inc. is a Delaware corporation incorporated on
        July 21, 2000. These consolidated financial statements present the
        accounts of On the Go Healthcare, Inc. and its wholly owned
        subsidiaries, The International Mount Company, Ltd., 1637033 Ontario
        Limited, Helios/Oceana Ltd. and Infinity Technologies Inc. The
        consolidated entities will hereinafter be referred to as the Company.
        All significant inter-company accounts and transactions have been
        eliminated.

        The Company operates as a value added distributor of computer hardware
        and software.  The corporate headquarters is located in Ontario,
        Canada.


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 results of
        operations 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:

                Intangibles              $ 350,856
                                         =========

        The Company paid for this acquisition by acting on security on a
        note receivable for $202,721 and assumption of net liabilities
        of $148,135.

                                                                            F7
<PAGE>

ON THE GO HEALTHCARE, INC.
Notes to Consolidated Financial Statements
As of July 31, 2005 and 2004


3.      SIGNIFICANT ACCOUNTING POLICIES

        Accounting Principles

        The Company's accounting and reporting policies conform to generally
        accepted accounting principles and industry practice in the United
        States.  The financial statements are prepared in United States
        dollars.

        Use of Estimates

        The preparation of financial statements in conformity with United
        States generally accepted accounting principles 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 financial statements and the reported
        amounts of revenues and expenses during the year.  Actual results
        could differ from those estimates.

        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.

        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.

        The fair value of investments in private companies is not readily
        determinable because these investments are not publicly traded.  The
        Company believes that the carrying value approximates the fair 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               100% declining balance

        Business Combinations and Goodwill

        The Company accounts for business combinations and goodwill in
        accordance with FASB 141 and 142 respectively.  As such, the purchase
        method of accounting is applied to all acquisitions and goodwill is not
        amortized unless its value is impaired.

                                                                            F8
<PAGE>

ON THE GO HEALTHCARE, INC.
Notes to Consolidated Financial Statements
As of July 31, 2005 and 2004


3.      SIGNIFICANT ACCOUNTING POLICIES (continued)

        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.

        Reclassifications

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

        Revenue 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.

        Income Taxes
        The Company accounts for its income taxes under the liability method
        specified by Statement of Financial Accounting Standards (SFAS) No.109,
        Accounting for Income Taxes.  Deferred tax assets and liabilities are
        determined based on the difference between the financial statement and
        tax bases of assets and liabilities as measured by the enacted tax
        rates which will be in effect when these differences reverse.  Deferred
        tax expense is the result of changes in deferred tax assets and
        liabilities.

        Stock Option Plans

        The Company applies the fair value based method of accounting
        prescribed by Statement of Financial Accounting Standards (SFAS)
        No. 123, Accounting for Stock-Based Compensation in accounting for its
        stock options granted to both employees and non-employees.  As such,
        compensation expense is recorded on the date of grant based on the fair
        market value of the stock and expensed in the period which the option
        was granted.

        Comprehensive Income

        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.

                                                                            F9
<PAGE>

ON THE GO HEALTHCARE, INC.
Notes to Consolidated Financial Statements
As of July 31, 2005 and 2004


4.      LIQUIDITY

        During the years ended July 31, 2005 and 2004, the Company incurred
        losses of $1,033,028 and $1,534,486, respectively and cash used in
        operations was $1,378,952 and $366,765, respectively.  The Company
        financed their operations using cash generated from operations, sales
        of their common stock, the exercise of share purchase warrants, vendor
        credit and debt financing.

        Cash required for operations has increased significantly.  Further,
        the acquisition of Infinity Technologies Inc. and Helios/Oceana Ltd.
        resulted in the use of cash and the assumption of additional
        liabilities.

        Management believes that the net proceeds from the debt facility with
        Laurus together with cash generated from operations will be sufficient
        to meet their cash requirements for the year ending July 31, 2006.


5.      DUE FROM VITAL PRODUCTS INC.

                                                       2005           2004
                                                  ----------    ----------
        Note receivable plus accrued interest,
          interest payable at 20% per annum,
          unsecured, due July 5, 2006              $ 760,684    $        -

        Note receivable plus accrued interest,
          interest payable at 20% per annum,
          unsecured, due June 15, 2006               261,427             -

        Advances, non-interest bearing,
          unsecured with no specific terms
          of repayment                                43,411             -
                                                  ----------    ----------
                                                  $1,065,522    $        -
                                                  ==========    ==========

6.      INCOME TAXES

        The company accounts for income taxes using the liability method in
        accordance with Statement of Financial Accounting (SFAS) No. 109,
        Accounting for Income Taxes.  Under the liability method, a deferred
        tax asset or liability is determined based on the difference between
        the financial statement and tax basis of assets and liabilities, as
        measured by the enacted tax rates assumed to be in effect when these
        differences are expected to reverse.

        The approximate income tax effect of the temporary differences
        comprising the net deferred tax asset is approximately as follows:

                                                       2005           2004
                                                -----------    -----------
        Non-capital losses carried forward      $ 4,349,469    $ 2,445,188

        Enacted tax rate - 36%
        Deferred tax asset                        1,565,809        880,242
        Less:  Valuation allowance               (1,137,864)      (880,242)
                                                -----------    -----------
        Net deferred tax                        $   427,945    $         -
                                                ===========    ===========

                                                                            F10
<PAGE>

ON THE GO HEALTHCARE, INC.
Notes to Consolidated Financial Statements
As of July 31, 2005 and 2004

6.      INCOME TAXES (continued)

        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 amount of the above-mentioned tax losses available for carry
        forward are as follows: 2008 - $575,350; 2009 - $279,713;
        2010 - $388,684; 2011 - $1,665,020; 2012 - $1,450,702.

                                        2005            2004
                                       -----           -----
        Federal statutory rate         22.0            22.0
        Provincial statutory rate      14.0            14.0
                                       -----           -----
        Effective tax rate             36.0%           36.0%
                                       =====           =====

7.      INVESTMENT IN VITAL PRODUCTS INC.

        Investment in 1,000,000 common shares of Vital Products Inc.
        representing 9.3% of the outstanding shares, at cost.


8.      PROPERTY AND EQUIPMENT

        Property and equipment consist of the following:

                                              2005            2004
                                         ---------        --------
        Machinery and equipment          $ 129,439        $      -
        Office equipment                    18,507          26,451
        Computer software                   52,645           1,805
        Computer hardware                  205,144          59,943
        Leasehold improvements             168,020               -
                                         ---------        --------
                                           573,755          88,199
        Less:  Accumulated depreciation   (167,859)        (18,402)
                                         ---------        --------
        Property and equipment, net      $ 405,896        $ 69,797
                                         =========        ========


        Depreciation expense for property and equipment for the years ended
        July 31, 2005 and July 31, 2004 was $116,759 and $53,268 respectively.


9.      GOODWILL

        In accordance with Statement of Financial Accounting Standards
        (SFAS) No. 142, "Goodwill and Other Intangible Assets", which was
        adopted in its entirety on June 1, 2004, the Company evaluates the
        carrying value of other intangible assets annually as of July 31 and
        between annual evaluations if events occur or circumstances change that
        would more likely than not reduce the fair value of the reporting unit
        below its carrying amount.  When evaluating whether or not the asset
        is impaired, the Company compares the fair value of the reporting unit
        to which the asset is assigned to its carrying amount.  If the carrying
        amount of a reporting unit exceeds its fair value, then the amount of
        the impairment loss must be measured.  The impairment loss would be
        calculated by comparing the implied fair value of the reporting unit
        to its carrying amount.  The evaluation of Company's goodwill completed
        as of July 31, 2005 in accordance with SFAS No. 142 resulted in no
        impairment losses.

                                                                            F11
<PAGE>

ON THE GO HEALTHCARE, INC.
Notes to Consolidated Financial Statements
As of July 31, 2005 and 2004


9.      GOODWILL (continued)

        The changes in the carrying amount of goodwill for the two years ended
        July 31, 2005 and 2004 are as follows:


        Balance, August 1, 2003                                      $        -
        Goodwill acquired during the year - Vital Baby
                                              Innovations Inc.          187,844
                                                                     ----------
        Balance, July 31, 2004                                          187,844

        Goodwill disposed of during the year - Vital Baby
                                                 Innovations Inc.      (187,844)
        Goodwill acquired during the year - Infinity
                                              Technologies Inc.       1,975,951

        Goodwill acquired during the year - Helios/Oceana Ltd.          350,856
                                                                     ----------
        Balance, July 31, 2005                                       $2,326,807
                                                                     ==========

10.     NOTE PAYABLE

        The note payable arose from the acquisition of the outstanding shares
        of Infinity Technologies Inc. and is non-interest bearing and will be
        paid in 3 equal monthly payments of $136,612 starting in January 2006
        and ending March 2006.


11.     LOAN PAYABLE

        The loan payable arose from the acquisition of the operating assets net
        of assumed liabilities of Vital Baby Innovations, Inc.  Of the total
        amount payable of $149,565, $72,465 was payable upon signing and the
        balance payable at the rate of $36,232 per month.


12.     LONG-TERM DEBT

        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 consists of a $500,000 secured term loan
        (the "Term Note") and a $5,000,000 secured revolving note
        (the "Revolving Note").  The Revolving Note is effectuated through
        a $2,500,000 convertible minimum borrowing note and provides for
        advances of up to 90% of eligible accounts receivable.  To the extent
        the Company repays the amount outstanding under the Revolving Note
        and/or Laurus converts amounts due under the Revolving Note into Common
        Stock, the Company may reborrow or make additional borrowings,
        provided that the aggregate amount outstanding does not exceed the
        eligible accounts receivable.  The Company has borrowed a total of
        $3,400,000 consisting of $500,000 under the Term Note and $2,900,000
        under the Revolving Note.  At July 31, 2005, $2,100,000 remains
        available for borrowing under the Revolving Note.  Borrowings under
        the Laurus debt facility are secured by the assets of the Company.

                                                                            F12
<PAGE>

ON THE GO HEALTHCARE, INC.
Notes to Consolidated Financial Statements
As of July 31, 2005 and 2004


12.     LONG-TERM DEBT (continued)

        Both the $500,000 Term Note and the $2,900,000 Revolving Note (together
        the "Notes") provide 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 issues 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 is 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 is obligated to convert scheduled principal and
        interest payments under the Term Note when (i) a registration statement
        has become 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 is 115% of the Fixed Conversion
        Price, and (iii) certain trading volume criteria have been met.
        Using the Black-Scholes option pricing model, the Company determined
        the fair value of the conversion feature related to the Notes to be
        $2,365,000 if the full $5,500,000 available under the note is 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 their 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 eight percent,
        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 begin
        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 103% 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.

                                                                            F13
<PAGE>

ON THE GO HEALTHCARE, INC.
Notes to Consolidated Financial Statements
As of July 31, 2005 and 2004


12.     LONG-TERM DEBT (continued)

        Following is an analysis of draws under the Notes during the year
        ended July 31, 2005:

        Amount

        Draws under the Term Note                            $    500,000
        Draws under the Revolving Note                          2,900,000
                                                             ------------
        Total contractual amounts due under the Notes           3,400,000

        Origination fee                                          (214,500)
        Other direct costs of the financing                       (53,480)
                                                             ------------
        Net proceeds to the Company                             3,132,020

        Stock warrants issued in connection with the financing   (868,806)
        Value of beneficial conversion feature                 (1,301,345)
                                                             ------------
        Long-term debt at date of origination                $    961,869
                                                             ============


13.     CAPITAL STOCK

        Authorized:
            100,000,000 common shares with a $0.0001 par value.
              1,000,000 preferred shares with a $0.01 par value.
                400,000 Series A preferred stock with a $0.01 par value.

                                                                   2005    2004
                                                                 ------  ------
        Issued:

          3,594,403 common shares (2004 - 920,448)               $3,272  $2,761
                                                                 ======  ======
            279,134 Series A preferred shares (2004 - 279,134)   $2,791  $2,791
                                                                 ======  ======

        The preferred shares are convertible to common shares at the option of
        the holder at a ratio of one (1) preferred share for one-hundred
        (100) common shares.

        On October 1, 2004, the Company had a 30:1 reverse stock split.


14.     STOCK OPTIONS

        The Company has adopted a stock option plan accounted for under
        Statement of Financial Accounting Standards (SFAS) No. 123 and
        related interpretations.

        On October 31, 2003, the Company granted 16,666 options to a
        director in consideration for services rendered at $1.50 expiring
        October 31, 2008 and expensed the difference between the fair market
        value of the shares on October 31, 2003 and the option price.

                                                                            F14
<PAGE>

ON THE GO HEALTHCARE, INC.
Notes to Consolidated Financial Statements
As of July 31, 2005 and 2004


14.     STOCK OPTIONS (continued)

        Included in selling, general and administrative expenses, is $Nil
        (2004 - $177,188) of consulting fees relating to these options.

        The following table summarizes information about options at
        July 31, 2005:

                             Number           Remaining
        Exercise Price    Outstanding     Contractual Life

             $1.50           16,667           3 years

        During the period, 1,350,000 (2004 - 650,000) options expired and
        no (2004 - 200,000) options were exercised.


15.     WARRANTS

        During the year, 2,380,000 warrants were issued by the Company.
        The total warrants outstanding at July 31, 2005 were 2,284,000.
        The details are as follows:

                Outstanding     Share Price     Expiry Date

               1,420,000           $1.11          July 2012
                 864,000           $1.00       October 2006
               ---------
               2,284,000
               =========

        During the year, 96,000 warrants were exercised at $1.00 per share.


16.     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.

                                                                            F15
<PAGE>

ON THE GO HEALTHCARE, INC.
Notes to Consolidated Financial Statements
As of July 31, 2005 and 2004

16.     DISCONTINUED OPERATIONS (continued)

        The following amounts related to the Company's discontinued operation
        have been segregated from continuing operations and reflected as
        discontinued operations.

                                               2005           2004        2003
                                         ----------     ----------   ---------

        Sales                            $  816,590     $  277,557    $ 91,584

        Loss before income taxes          ($271,441)   ($1,591,055)  ($286,901)
        Income tax expense (benefit)        (68,703)             -     101,783
                                         ----------     ----------   ---------
        Loss from discontinued
          operation, net of tax            (202,738)    (1,591,055)   (388,684)
                                         ----------     ----------   ---------
        Pre-tax gain on sale of
          discontinued business             615,623              -           -
        Income tax expense                  110,812              -           -
                                         ----------     ----------   ---------
        Gain on sale of business,
          net of tax                        504,811              -           -
                                         ----------     ----------   ---------
        Discontinued operations,
          net of tax                     $  302,073    ($1,591,055)  ($388,684)
                                         ==========     ==========   =========


17.     RELATED PARTY TRANSACTIONS

        During the year, the Company paid rent of $60,000 (2004 - $60,000;
        2003 - $60,000) to a company related to a director.

        Included in accounts payable is $255,000 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, $90,000 (2004 - $0; 2003 - $0) was 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.

18.     NET INCOME (LOSS) PER COMMON SHARE

        The Company computes net income (loss) per common share in accordance
        with Statement of Financial Accounting Standards (SFAS) No. 128,
        "Earnings per Share", ("SFAS 128"), SEC Staff Accounting Bulletin
        No. 98 ("SAB 98") and Emerging Issues Task Force No. 04-8 "The Effect
        of Contingently Convertible Instruments on Diluted EPS".  Under the
        provisions of SFAS 128 and SAB 98, basic net income (loss) per common
        share ("Basic EPS") is computed by dividing net income (loss) available
        to common stockholders by the weighted average number of common shares
        outstanding.  Diluted net income (loss) per common share ("Diluted
        EPS") is computed by dividing net income (loss) adjusted for interest
        expense and amortization of debt issuance costs associated with the
        Convertible Debentures, by the weighted average number of common shares
        and dilutive potential common share equivalents then outstanding.
        Potential common shares consist of shares issuable upon the exercise
        of stock options and convertible securities such as Convertible
        Debentures.  The calculation of diluted net loss per share does not
        include potential shares of common stock equivalents for the years
        ended July 31, 2005 and 2004 respectively, as their impact on net
        loss per share would be anti-dilutive.

                                                                            F16
<PAGE>

ON THE GO HEALTHCARE, INC.
Notes to Consolidated Financial Statements
As of July 31, 2005 and 2004


19.     COMMITMENTS

        Commitments

        The Company has entered into operating leases for certain vehicles.
        Minimum lease payments under the terms of the lease are as follows:

                2006       $35,892
                2007        33,673
                2008        16,045
                           -------
                           $85,610
                           =======


                                                                            F17
<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, 2005, 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                     36         President, Chairman, CEO and Director
                                           Secretary and Treasurer

Evan Schwartzberg, BA, CCM      38         Chief Financial Officer

Ralph Magid, B.A.Sc.,           59         Director
MBA, P.Eng, P.E.O

Randal A. Kalpin                44         Director, Director of Operations


Frank Abate                     48         Director
-------------------------------------------------------------------------------

                                       17
<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 R&D. Ralph has more than 25 years
of experience in manufacturing and operations both in Canada and
internationally.  He has worked with small Canadian owned companies as well
as large multinationals including Motorola and Geac Computers.  R&D has been
an integral part of Ralph's responsibilities in his position of Vice President,
Operations held with several manufacturing organizations.  Ralph holds an
Industrial Engineering degree from the University of Toronto (B.A.Sc.), an
MBA from York University and is a member of the Professional Engineers of
Ontario.

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

        Frank Abate.  Mr. Abate has been our director since July 19, 2005.
Mr. Abate founded Infinity Technologies in 1988 and was the Chief Executive
Officer until we acquired Infinity Technologies on July 19, 2005.

BOARD OF DIRECTORS

        We currently have four 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.

                                       18
<PAGE>


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, and Randal A. Kaplin, Director of Operations, Compuquest and
Director.  No other executive officer or employee earned over $100,000.


                           Summary Compensation Table

                                                            Annual Compensation
                                     Year       Salary    Bonus     All Other
                                                                   Compensation
-------------------------------------------------------------------------------
Stuart Turk,
President, Chairman,
CEO and Director                     2002(1)   $    -0-    $  -0-    $     409
                                     2003(2)   $    -0-    $  -0-    $  46,150
                                     2004(3)   $ 60,000    $  -0-    $  84,037
                                     2005      $167,000    $  -0-    $     -0-

Randal A. Kalpin,
Director of Operations
Compuquest and Director              2002      $    -0-    $  -0-    $     -0-
                                     2003      $    -0-    $  -0-    $     -0-
                                     2004(4)   $    -0-    $  -0-    $ 128,750
                                     2005(5)   $    -0-    $  -0-    $ 150,000
-------------------------------------------------------------------------------
(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.

                                       19
<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 have not currently compensated our directors for
their services for the year ended July 31, 2005.

        Frank Abate joined us in July 2005 as a director and employee of our
company.  Mr. Abate was previously the Chief Executive Officer of Infinity,
a company we acquired in July 2005.  We have an employment agreement with
Mr. Abate regarding his services as an employee.  However, we do not have
a separate agreement with Mr. Abate regarding his services as a director.

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 450 Fifth Street, N.W., Washington,
D.C. 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 24, 2005
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 2005 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)                         28,035,066                        89%
Evan Schwartzberg                           10,000                         *%
Ralph Magid                                 10,000                         *%
Randal A. Kalpin                            10,000                         *%
Frank Abate                                100,000                         *%

Directors and executive officers
 as a group (5 persons)                 28,165,066                        91%

* Less than one percent

                                       20
<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 24, 2005 was 3,984,452 shares.  This reflects a 1 for 30 reverse
     stock split for all common stock shareholders of record on
     October 1, 2004. The calculation of percentage ownership for each listed
     beneficial  owner  is  based  upon  the number of shares of common stock
     issued and outstanding on October 24, 2005, plus shares of common stock
     subject to options  held  by  such person on October 24, 2005 and
     exercisable within 60 days  thereafter.

(3)  On October 31, 2003, Stuart Turk was issued an option to acquire 16,667
     common shares at an exercise price of $1.50 per share with an expiry of
     July 15, 2008.  Mr. Turk owns 71,666 common shares and 135,800
     Series A Preferred Shares that can convert into 13,580,000 shares of
     common stock.  Cellular Connection owns 33,333 common shares and
     143,334 shares of Series A Preferred Stock that can convert into
     14,333,400 shares of common stock.  The shares of Series A Preferred
     Stock can convert in common shares after July 31, 2005.  Mr. Turk is
     the control person and sole owner of The Cellular Connection Ltd.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

        Mr. Turk has financed us since our inception through the use of his own
personal financial resources. Our financial statements as of October 31, 2003
reflect a loan of $110,642 from The Cellular Connection Ltd., a company owned
and controlled by Mr. Turk. During the quarter ended October 31, 2003, we
repaid a portion of the loan that was $125,947 at July 31,2003.  The loan has
subsequently been repaid in full 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 arms length.

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

        We signed a lease agreement with 1112396 Ontario Inc. for the period
November 1, 2002 to January 31, 2004 for the issuance of 10,000 common shares
per month in lieu of rent.  The owner of 1112396 Ontario is the father of
Stuart Turk. We issued 150,000 shares of common stock in satisfaction of this
agreement. The above related party lease transaction is not necessarily
indicative of the amounts that would have been incurred had a comparable
transaction been entered into with an independent party. The terms of this
transaction were more favorable than would have been attained if the
transactions were negotiated at arms length. We currently have a month to month
lease for $5,000 per month.  During the year, the Company paid rent of $60,000
(2004 - $60,000; 2003 - $60,000)

                                       21
<PAGE>


        Included in accounts payable is $255,000 due 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 year, $90,000 (2004 - $0; 2003 - $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.



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).

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).

                                       22
<PAGE>


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).

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).

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).

                                       23
<PAGE>


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).

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).

21.1    Subsidiaries of the Registrant (filed herewith).

23.1    Consent of Independent Auditors

23.2    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.

                                       24
<PAGE>


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees.  The aggregate fees billed by our auditors to date, for
professional services rendered for the audit of our annual financial statements
for the years ended July 31, 2005 and July 31, 2004 and for the reviews of the
financial statements included in our Quarterly Reports on Form 10-QSB during
those fiscal years were approximately $57,750 and $13,000 respectively.  The
amount for the year ended July 31, 2005 does not include unbilled amounts for
the year end audit which are estimated at approximately $5,000.

Tax Fees. Fees billed by our auditors for the preparation of corporate income
tax returns were $3,500 and $500 for the years ended July 31, 2005 and 2004,
respectively.

All Other Fees. For the fiscal year ended July 31, 2005, 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.

                                       25
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                                   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 31, 2005

                                                   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                                                  10/31/2005
------------------------        President, Chief Executive Officer, ----------
Stuart Turk                     Chairman and Director


By:/s/ Evan Schwartzberg        Chief Financial Officer and         10/31/2005
------------------------        Accounting Officer                  ----------
Evan Schwartzberg


By:/s/ Ralph Magid              Director                            10/31/2005
------------------------                                            ----------
Ralph Magid


By:/s/ Randal A. Kalpin         Director                            10/31/2005
------------------------                                            ----------
Randal A. Kalpin


By:/s/ Frank Abate              Director                            10/31/2005
------------------------                                            ----------
Frank Abate



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