**United
      States**




**Securities
      and Exchange Commission**


**Washington,
      D.C. 20549**









**FORM
      10-QSB**









**(Mark
      One)**


**x**
            **Quarterly
                Report Under Section 13 or 15(d) of the Securities Exchange Act of
                1934**




**For
      the
      quarterly period ended June 30, 2007**




**or**




** ̈**
            **Transition
                Report Under Section 13 or 15(d) of the Securities Exchange Act of
                1934**




**For
      the
      Transition Period From** **** **to** **** ****




**Commission
      File number** **0-21061** ****









**ORGANIC
      TO GO FOOD CORPORATION**


**(Exact
      name of small business issuer as specified in its charter)**









**Delaware**
            
            **58-2044990****(State
                or other jurisdiction of**
              **incorporation
                or organization)**
            
            **(IRS
                Employer**
              **Identification
                No.)**





**3317
      Third Avenue South, Seattle, Washington**


**(Address
      of principal executive offices)**




**(206) 838-4670** ****


**(Issuer’s
      telephone number)**







Check
      whether the issuer (1) filed all reports required to be filed by
      Section 13 of 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  ̈




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
      number of shares outstanding of registrant’s common stock, $0.001 par value at
      August 10, 2007 was 24,208,676 shares.




Transitional
      Small Business Disclosure Format (Check one): Yes  ̈ No x





**Table
      of Contents**




PART
                  I. FINANCIAL INFORMATION (unaudited)Item 1.
              
              Financial
                  Statements: (unaudited)Balance
                  Sheets
              
              1Statements
                  of Operations
              
              2Statement
                  of Stockholders’ Deficit
              
              3Statements
                  of Cash Flows
              
              4Notes
                  to the Financial Statements
              
              5Item 2.
              
              Management’s
                  Discussion and Analysis or Plan of Operation
              
              17Item 3.
              
              Controls
                  and Procedures
              
              23PART
                  II. OTHER INFORMATIONItem
                  1.
              
              Legal
                  Proceedings
              
              24Item 2.
              
              Unregistered
                  Sales of Equity Securities and Use of Proceeds
              
              24Item
                  4.
              
              Submission
                  of Matters to a Vote of Security Holders
              
              24Item 6.
              
              Exhibits
              
              25SIGNATURES
              
              26


**PART
      I. FINANCIAL INFORMATION (unaudited)**




**Item 1.**
            **Financial
                Statements**





Organic
      To Go Food Corporation and its wholly-owned subsidiary, Organic To Go,
      Inc.


Condensed
      Consolidated Balance Sheets





(in
      thousands, except share amounts)


December
                31
            
            June30audited
            
            unaudited2006
            
            2007Current
                assetsCash
                and cash equivalents
            
            $
            865
            
            $
            6,410Accounts
                receivable, net
            
            
            365
            
            
            674Inventory
            
            
            236
            
            
            322Prepaid
                expenses and other current assets
            
            
            189
            
            
            418Total
                current assets
            
            
            1,655
            
            
            7,824Property
                and equipment, net
            
            
            2,148
            
            
            3,256Identifiable
                intangible assets, net
            
            
            851
            
            
            1,544Goodwill
            
            
            -
            
            
            -Deposits
                and other assets
            
            
            623
            
            
            173Total
                assets
            
            $
            5,277
            
            $
            12,797Current
                liabilitiesAccounts
                payable
            
            $
            1,389
            
            $
            1,762Accrued
                liabilities
            
            
            829
            
            
            475Current
                portion of notes payable, net of discount
            
            
            6,281
            
            
            1,474Current
                portion of capital lease obligations
            
            
            50
            
            
            93Total
                current liabilities
            
            
            8,549
            
            
            3,804Notes
                payable, net of current portion
            
            
            592
            
            
            1,050Capital
                lease obligations, net of current portion
            
            
            137
            
            
            264Total
                liabilities
            
            
            9,278
            
            
            5,118Stockholders'
                equity (deficit)Preferred
                Stock; $0.001 par value; 9,670,000 and 10,000,000 shares
            
            
            8
            
            
            -authorized,
                9,670,000 and no shares issued and outstandingCommon
                stock and additional paid-in capital; $0.001 par value;15,100,000
                and 500,000,000 shares authorized; 3,454,910 and24,208,676
                Exchange Ratio adjusted shares issued and outstanding
            
            
            10,414
            
            
            27,222Accumulated
                deficit
            
            
            (14,423
            )
            
            (19,543
            )Total
                stockholders' equity (deficit)
            
            
            (4,001
            )
            
            7,679Total
                liabilities and stockholders' equity (deficit)
            
            $
            5,277
            
            $
            12,797





See
      accompanying notes to condensed consolidated financial statements.




1


Organic
      To Go Food Corporation and its wholly-owned subsidiary, Organic To Go,
      Inc.


Condensed
      Consolidated Statements of Operations





(in
      thousands, except share amounts)






Three
                months ended June 30
            
            Six
                months ended June 30unaudited
            
            unaudited
            
            unaudited
            
            unaudited2006
            
            2007
            
            2006
            
            2007Sales
            
            $
            2,347
            
            $
            3,854
            
            $
            4,457
            
            $
            7,472Cost
                of sales
            
            
            1,155
            
            
            1,799
            
            
            2,218
            
            
            3,641Gross
                Profit
            
            
            1,192
            
            
            2,055
            
            
            2,239
            
            
            3,831Operating
                expenses
            
            
            2,244
            
            
            3,915
            
            
            4,305
            
            
            7,384Depreciation
                and amortization
            
            
            170
            
            
            704
            
            
            340
            
            
            1,138Loss
                from operations
            
            
            (1,222
            )
            
            (2,564
            )
            
            (2,406
            )
            
            (4,691
            )Interest
                income (expense), net
            
            
            (54
            )
            
            (68
            )
            
            (15
            )
            
            (415
            )Other
                income (expense), net
            
            
            
            
            
            (14
            )
            
            
            
            
            (14
            )Loss
                before income taxes
            
            
            (1,276
            )
            
            (2,646
            )
            
            (2,421
            )
            
            (5,120
            )Income
                taxes
            
            
            -
            
            
            -Net
                loss
            
            $
            (1,276
            )
            $
            (2,646
            )
            $
            (2,421
            )
            $
            (5,120
            )Net
                loss per share - basic and diluted
            
            $
            (0.45
            )
            $
            (0.13
            )
            $
            (0.84
            )
            $
            (0.32
            )Weighted
                average shares outstanding
            
            
            2,852
            
            
            20,683
            
            
            2,869
            
            
            15,788




See
      accompanying notes to condensed consolidated financial
      statements.


2








Organic
      To Go Food Corporation and its wholly-owned subsidiary, Organic To Go,
      Inc.


Condensed
      Consolidated Statement of Stockholders' Equity (Deficit)


(unaudited)


(in
      thousands, except share amounts)







TotalSeries
                A, B & C
              Preferred
                Stock
            
            Common
                Stock and
              Additional
                Paid-in Capital
            
            Accumulated
              Equity
            
            Stockholders'
              EquityShares
            
            Amount
            
            Shares
            
            Amount
            
            (Deficit)
            
            (Deficit)Balance
                at December 31, 2006
            
            
            5,652,836
            
            $
            8
            
            
            2,898,904
            
            $
            10,414
            
            $
            (14,423
            )
            $
            (4,001
            )Conversion
                of preferred stock into common stock
            
            
            (5,652,836
            )
            
            (8
            )
            
            5,734,769
            
            
            8
            
            
            
            
            
            -Conversion
                of bridge notes into common stock
            
            
            
            
            
            
            
            
            4,629,340
            
            
            4,225
            
            
            
            
            
            4,225SP
                Holding Corporation shares outstanding at merger
            
            
            
            
            
            
            
            
            1,126,659
            
            
            (15
            )
            
            
            
            
            (15
            )Issuance
                of common shares and warrants for cash
            
            
            
            
            
            
            
            
            8,872,992
            
            
            13,428
            
            
            
            
            
            13,428Stock
                issue costs
            
            
            
            
            
            
            
            
            
            
            
            (1,406
            )
            
            
            
            
            (1,406
            )Warrants
                exercised
            
            
            
            
            
            
            
            
            546,012Stock
                issued in connection with acquisition of assets
            
            
            
            
            
            
            
            
            400,000
            
            
            472
            
            
            
            
            
            472Stock
                based compensation
            
            
            
            
            
            
            
            
            
            
            
            96
            
            
            
            
            
            96Net
                loss for the six months ended June 30, 2007
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (5,120
            )
            
            (5,120
            )Balance
                at June 30, 2007
            
            
            -
            
            $
            -
            
            
            24,208,676
            
            $
            27,222
            
            $
            (19,543
            )
            $
            7,679





See
      accompanying notes to condensed consolidated financial
      statements.


3







Organic
      To Go Food Corporation and its wholly-owned subsidiary, Organic To Go,
      Inc.


Condensed
      Consolidated Statements of Cash Flows


(unaudited)


(in
      thousands)


Six
                  months ended
                June
                  302006
              
              2007Cash
                  flows from operating activities:Net
                  loss
              
              $
              (2,421
              )
              $
              (5,120
              )Adjustments
                  to reconcile net loss to netcash
                  used by operating activities:Depreciation
                  and amortization expense
              
              
              340
              
              
              1,138Amortization
                  of debt issue costs and debtdiscount
                  included in interest expense
              
              
              62
              
              
              232Changes
                  in operating assets and liabilities:Accounts
                  receivable
              
              
              (136
              )
              
              (309
              )Inventory
              
              
              (212
              )
              
              (53
              )Prepaid
                  expenses and other current assets
              
              
              (84
              )
              
              (230
              )Accounts
                  payable
              
              
              46
              
              
              45Accrued
                  liabilities
              
              
              84
              
              
              (354
              )Other
              
              
              (115
              )
              
              (26
              )Net
                  cash used by operating activities
              
              
              (2,436
              )
              
              (4,677
              )Cash
                  flows from investing activities:Purchases
                  of property, equipment and other assets
              
              
              (63
              )
              
              (1,030
              )Purchase
                  of intangible assets
              
              
              -
              
              
              (837
              )Net
                  cash used by investing activities
              
              
              (64
              )
              
              (1,867
              )Cash
                  flows from financing activities:Principal
                  payments of notes payable
              
              
              (64
              )
              
              (397
              )Payments
                  of capital lease obligations
              
              
              (12
              )
              
              (38
              )Proceeds
                  from issuance of notes payable, net
              
              
              -
              
              
              500Proceeds
                  from sale of preferred stock, net of issue costs
              
              
              2,633
              
              
              -Redemption
                  of common stock
              
              
              (1
              )
              
              12,025Proceeds
                  from sale of common stock, net of issue costs
              
              
              -
              
              
              -Net
                  cash provided by financing activities
              
              
              2,556
              
              
              12,090Net
                  increase in cash and cash equivalents
              
              
              57
              
              
              5,545Cash
                  and cash equivalents, beginning of period
              
              
              250
              
              
              865Cash
                  and cash equivalents, end of period
              
              $
              307
              
              $
              6,410Supplemental
                  disclosures of cash flow information:Cash
                  paid for interest
              
              $
              100
              
              $
              340Cash
                  paid for income taxes
              
              $
              -
              
              $
              -


Non-cash
      investing and financing activities:




Equipment
                purchased through acquisition
            
            Capital
                leases
            
            Assets
                purchased through issuance of common stock
            
            Conversion
                of debt into common stock
            
            Conversion
                of preferred stock into common stock2006
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -2007
            
            $
            160,000
            
            $
            227,000
            
            $
            400,000
            
            $
            4,600,000
            
            $
            5,700,000




See
      accompanying notes to condensed consolidated financial statements.





4


**Organic
      To Go Food Corporation and its wholly-owned subsidiary, Organic To Go,
      Inc.**


**Notes
      to condensed consolidated financial statements**


**June
      30, 2007**





**Note
      1. Description of Business and Summary of Significant Accounting
      Policies**





Organization
      and business - SP
      Holding Corporation (“SP”) and its wholly-owned subsidiary Organic To Go, Inc.
      (“Organic”), which was acquired in a reverse merger on February 12, 2007,
      provides convenient retail cafes and delivery and catering facilities, which
      prepare and serve “grab and go” lunch, dinner, and breakfast foods and beverages
      prepared using organic ingredients, whenever possible. The company also
      distributes its products through select wholesale accounts. In October 2006,
      Organic expanded its catering operations in the California area by acquiring
      the
      assets of a catering operation headquartered in Los Angeles, California, and
      in
      March 2007, it expanded its catering operations by acquiring the assets of
      a
      catering operation located in Seattle, Washington. In May 2007, SP changed
      its
      name to Organic To Go Food Corporation (“the Company”). At June 30, 2007, the
      Company operates five stores in Washington and eight stores in
      California.





Reverse
      merger with public shell company in February 2007 -
      Pursuant to the terms of an Agreement and Plan of Merger and Reorganization
      by
      and among Organic and SP, on February 12, 2007, all of the outstanding shares
      of
      Organic common and preferred stock were exchanged for shares of SP common stock
      as determined by multiplying each such outstanding share of Organic stock by
      the
      exchange ratio of 0.69781 (the “Exchange Ratio”). In connection with the merger,
      Organic convertible promissory bridge notes approximating $5.3 million
      automatically converted into SP common stock. As a result, among other things,
      Organic became a wholly-owned subsidiary of SP. Outstanding Organic options,
      warrants and purchase rights were converted into options, warrants and purchase
      rights to purchase of shares of SP common stock in accordance with the Exchange
      Ratio. The closing of the merger was conditioned upon SP closing a private
      placement offering of a minimum of eighty units (the “Units”) at a purchase
      price of $50,000 per Unit for $4 million. Each Unit consists of (i) 40,000
      shares of SP common stock and (ii) a warrant to purchase 8,000 shares of SP
      common stock at an exercise price of $2.50 per share, exercisable for a period
      of five years from the date of issuance. Consummation of the merger occurred
      concurrently with completion of a private placement of 138 Units, for an
      aggregate of approximately $6.9 million. Prior to the merger, SP was a
      non-operating “public shell” company. The merged company operates under the name
      of Organic To Go, Inc.





From
      an
      accounting perspective, the merger transaction is considered a recapitalization
      of Organic accompanied by the issuance of stock by Organic for the assets and
      liabilities of SP, as a result of SP not having operations immediately prior
      to
      the merger, and following the merger, SP becoming an operating company. After
      the merger and private placement, former SP stockholders own approximately
      5% of
      the common stock of the merged company, former Organic stockholders and
      convertible bridge note holders own approximately 70% of the merged company,
      and
      new investors owns approximately 25% of the merged company. The board of
      directors and executive officers are comprised of Organic directors and
      executive officers. In these circumstances, the merger transaction is accounted
      for as a capital transaction rather than as a business combination, in that
      the
      transaction is equivalent to the issuance of stock by Organic for the assets
      and
      liabilities of SP, accompanied by a recapitalization. The accounting is
      identical to that resulting from a reverse acquisition, except that no goodwill
      or other intangible is recorded. All share and per share information presented
      and disclosed in these financial statements have been Exchange Ratio adjusted.





Basis
      of presentation and going concern - The
      accompanying financial statements have been prepared in conformity with
      generally accepted accounting principles, which contemplate continuation of
      the
      Company as a going concern. Since inception, the Company has reported recurring
      losses and cash used by operating activities that could raise doubt about its
      ability to continue as a going concern.  Since inception, the Company has
      funded its operations and business development and growth through debt and
      equity financings. In this regard, during 2006 the Company raised approximately
      $8.1 million pursuant to sales


5








**Organic
      To Go Food Corporation and its wholly-owned subsidiary, Organic To Go,
      Inc.**


**Notes
      to condensed consolidated financial statements**


**June
      30, 2007**





of
      debt
      and equity securities in connection with its private placement and subordinated
      debt offerings. Further, during the three months ended March 31, 2007, proceeds
      of approximately $6.9 million were received
      from the sale of equity securities in connection with the merger and private
      placement, and approximately $5.3 million of notes payable have been converted
      into common shares.  Additionally, during the three months ended June 30,
      2007, proceeds of approximately $7.2 million have been received from the sales
      of debt and equity securities. While the Company plans to become profitable
      during the second half of 2007 management intends to continue to be engaged
      in
      additional fund-raising activities to fund future capital expenditures,
      potential acquisitions of businesses, and provide additional working
      capital.  The Company anticipates having sufficient working capital in
      place for the next 12 months to continue operations. The accompanying financial
      statements do not include any adjustments to reflect the possible future effects
      on the recoverability and classification of assets or the amounts and
      classifications of liabilities that could result should the Company not continue
      as a going concern.





Use
      of
      estimates in the preparation of financial statements -
      Preparation of financial statements in conformity with generally accepted
      accounting principles requires management to make estimates and assumptions
      that
      affect reported amounts of assets and liabilities and disclosure of contingent
      assets and liabilities at the date of the financial statements and reported
      amounts of revenue and expenses during the reporting period. Actual results
      could differ from those estimates. The more significant accounting estimates
      inherent in the preparation of the Company's financial statements include
      estimates as to the depreciable lives of property and equipment, valuation
      of
      inventories, recoverability of long-lived assets, valuation of intangible assets
      and allocation of purchase price, valuation of equity related instruments
      issued, and valuation allowance for deferred income tax
      assets.





Interim
      financial statements - The
      unaudited interim condensed consolidated financial statements and related notes
      are presented in accordance with the rules and regulations of the Securities
      and
      Exchange Commission with regard to interim financial information. Accordingly,
      the condensed consolidated financial statements do not include all of the
      information and notes to financial statements required by accounting principles
      generally accepted in the United States for complete financial statements.
      In
      the opinion of management, all adjustments, consisting of normal recurring
      adjustments, considered necessary for a fair presentation of the Company’s
      financial position, results of operations and cash flows for the interim periods
      presented have been included. Results of operations for the three months and
      six
      months ended June 30, 2007 are not necessarily indicative of the results to
      be
      expected for the entire fiscal year ending December 31, 2007 or for any other
      future interim period. The accompanying unaudited interim condensed consolidated
      financial statements should be read in conjunction with the audited annual
      financial statements included in the Company’s December 31, 2006 Annual Report
      on Form 10-KSB.





Contingencies -
      Certain conditions may exist as of the date financial statements are issued,
      which may result in a loss to the Company, but which will only be resolved
      when
      one or more future events occur or fail to occur. Company management and its
      legal counsel assess such contingent liabilities, and such assessment inherently
      involves an exercise of judgment. In assessing loss contingencies related to
      legal proceedings that are pending against the Company or unasserted claims
      that
      may result in such proceedings, the Company's legal counsel evaluates the
      perceived merits of any legal proceedings or unasserted claims as well as the
      perceived merits of the amount of relief sought or expected to be sought
      therein. If the assessment of a contingency indicates that it is probable that
      a
      liability has been incurred and the amount of the liability can be estimated,
      then the estimated liability would be accrued in the Company's financial
      statements. If the assessment indicates that a potentially material loss
      contingency is not probable but is reasonably possible, or is probable but
      cannot be estimated, then the nature of the contingent liability, together
      with
      an estimate of the range of possible loss if determinable would be
      disclosed.




Concentrations **-** All
      of
      the Company’s operations are currently located in Washington and California, and
      as a result, is sensitive to negative occurrences in markets where the Company
      is located, and particularly


6





**Organic
      To Go Food Corporation and its wholly-owned subsidiary, Organic To Go,
      Inc.**


**Notes
      to condensed consolidated financial statements**


**June
      30, 2007**





susceptible
      to adverse trends and economic conditions including labor markets.  In
      addition, given geographic concentration, negative publicity regarding any
      of
      our operations in Washington or California could
      have a material adverse effect on the Company’s business and operations, as
      could other regional occurrences such as local strikes, earthquakes or other
      natural disasters.




Accounts
      receivable - The
      Company extends credit to some of its customers. Accounts receivable are
      customer obligations due under normal trade terms. The Company performs
      continuing credit evaluations of its customers’ financial condition. Management
      reviews accounts receivable on a regular basis on contracted terms and how
      recently payments have been received in order to determine estimates of amounts
      that could potentially be uncollectible. The Company includes an estimate of
      the
      amount that is more likely that not to be uncollectible in its allowance for
      doubtful accounts. Accounts uncollected are ultimately written off after all
      reasonable collection efforts have occurred.





Inventory **-** Inventory, which consists primarily of food, beverages and packaging products,
      is stated at the lower of cost or market. Cost is determined by the first-in,
      first-out method. In assessing the ultimate realization of inventories, Company
      management makes judgments as to future demand requirements compared to current
      inventory levels.





Identifiable
      intangible assets - In
      connection with the acquisition in October 2006 of certain assets of a catering
      business, the Company acquired certain identifiable intangible assets including
      customer-based intangibles and a covenant not to compete received from the
      sellers. This acquisition has been accounted for in accordance with Statement
      of
      Financial Accounting Standards No. 141, “Business Combinations” (“SFAS No.
      141”). Amounts allocated to intangible assets were identified by management and
      have been valued on a number of factors based upon preliminary estimates. The
      estimate of useful lives of each intangible asset was based on an analysis
      by
      management of all pertinent factors, and selected an estimated useful life
      of
      two years for each identifiable intangible asset. Customer based intangible
      assets are amortized utilizing an accelerated method and non-compete intangible
      assets are amortized on a straight-line basis. At June 30, 2007, identifiable
      intangible assets were comprised of customer based of approximately $2.27
      million, less accumulated amortization of $878,000, and non-compete of
      approximately $150,000, less accumulated amortization of approximately $50,000.
      Amortization expense for these intangible assets will approximate $1.59 million
      in 2007 and $663,000 in 2008.





Goodwill -
      In March 2007, the Company acquired certain assets of a catering business,
      which
      has been accounted for in accordance with SFAS No. 141, and in connection
      therewith the Company has preliminarily recorded the excess of purchase price
      over the fair value of identifiable assets acquired as goodwill. Statement
      of
      Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets,”
(“SFAS No. 142”) provides that goodwill should not be amortized, but should
      rather be reviewed at least annually to assess recoverability. This statement
      requires that goodwill and long-lived assets and certain identifiable
      intangibles be reviewed for impairment whenever events or changes in
      circumstances indicate that the carrying amount of an asset may not be
      recoverable. Recoverability of assets to be held and used is measured by a
      comparison of the carrying amount of an asset to future net discounted cash
      flows expected to be generated by the asset or other valuation methods. If
      such
      assets are considered to be impaired, impairment to be recognized is measured
      by
      the amount by which the carrying amount of the assets exceeds the asset’s fair
      value.





In
      accordance with SFAS No. 142, the Company will test goodwill for impairment
      at
      on an annual basis. SFAS No. 142 requires a two-step goodwill impairment test
      whereby the first step, used to identify potential impairment, compares the
      fair
      value of a reporting unit with its carrying amount including goodwill. If the
      fair value of a reporting unit exceeds its carrying amount, goodwill is
      considered not impaired, thus the second step of the goodwill impairment test
      used to quantify impairment is unnecessary.


7





**Organic
      To Go Food Corporation and its wholly-owned subsidiary, Organic To Go,
      Inc.**


**Notes
      to condensed consolidated financial statements**


**June
      30, 2007**





Company
      management has estimated that the fair values of the Company’s reporting units
      to which goodwill has been allocated exceed their carrying amounts.





Deferred
      debt issue costs - The
      Company capitalizes costs incurred in connection with borrowings. These costs
      are amortized as an adjustment to interest expense over the life of the
      borrowing.





Debt
      discount - The
      Company records the fair value of warrants issued with debt securities as a
      debt
      discount, which is amortized as an adjustment to interest expense over the life
      of the borrowing.




Revenue
      recognition -
      Revenues are recognized at the point of sale at retail locations or upon
      delivery of the product for delivery and wholesale transactions.





Cost
      of sales - Cost
      of sales includes the cost of food and paper products.





Income
      taxes - The
      Company accounts for income taxes in accordance with SFAS No. 109, “Accounting
      for Income Taxes,” which requires recognition of deferred tax assets and
      liabilities for expected future tax consequences of events that have been
      included in financial statements or tax returns. Under this method, deferred
      income taxes are recognized for the tax consequences in future years of
      differences between the tax bases of assets and liabilities and their financial
      reporting amounts at each period end based on enacted tax laws and statutory
      tax
      rates applicable to the periods in which the differences are expected to affect
      taxable income. Valuation allowances are established, when necessary, to reduce
      deferred tax assets to amounts expected to be realized. The Company continues
      to
      provide a full valuation allowance to reduce its net deferred tax asset to
      zero,
      inasmuch as Company management has not determined that realization of deferred
      tax assets is more likely than not. The provision for income taxes represents
      the tax payable for the period and change during the period in net deferred
      tax
      assets and liabilities.




Stock-based
      compensation - Prior
      to January 1, 2006, the Company accounted for employee stock option grants
      in
      accordance with APB No. 25, and adopted the disclosure-only provisions of SFAS
      No. 123, “Accounting for Stock-Based Compensation,” amended by SFAS No. 148,
“Accounting for Stock-Based Compensation - Transition and Disclosure.”  In
      December 2004, the FASB released a revision to SFAS No. 123, “Accounting for
      Stock-Based Compensation” (“FAS 123R”). FAS 123R sets forth the accounting for
      share-based payment transactions in which an enterprise receives employee
      services in exchange for (a) equity instruments of the enterprise or (b)
      liabilities that are based on the fair value of the enterprise's equity
      instruments or that may be settled by the issuance of such equity instruments.
      The statement eliminates the ability to account for share-based compensation
      transactions using APB Opinion No. 25, “Accounting for Stock Issued to
      Employees,” and generally requires instead that such transactions be accounted
      for using a fair-value-based method, which requires recording an expense over
      the requisite service period for the fair value of all options or warrants
      granted to employees and consultants. The Company adopted FAS 123R effective
      beginning January 1, 2006 using the modified prospective method.





The
      Company accounts for equity instruments issued to non-employees in accordance
      with the provisions of SFAS No. 123 and Emerging Task Force Issue No. 96-18,
      “Accounting for Equity Instruments that are Issued to Other Than Employees for
      Acquiring or in Conjunction with Selling Goods or Services.” Compensation
      expense related to equity instruments issued to non-employees is recognized
      as
      the equity instruments vest.





Basic
      and diluted net loss per share - Basic
      net loss per common share is computed by dividing net loss by the
      weighted-average number of common shares outstanding during the period. Diluted
      net loss per common share is determined using the weighted-average number of
      common shares outstanding during the period, adjusted for the dilutive effect
      of
      common stock equivalents, consisting of shares that might be


8





**Organic
      To Go Food Corporation and its wholly-owned subsidiary, Organic To Go,
      Inc.**


**Notes
      to condensed consolidated financial statements**


**June
      30, 2007**





issued
      upon exercise of common stock options, warrants or convertible promissory notes,
      or conversion of preferred stock shares. In periods where losses are reported,
      the weighted-average number of common shares outstanding excludes common stock
      equivalents, because their inclusion would be anti-dilutive. In connection
      with
      the merger with SP in February 2007, all shares of Organic preferred stock
      automatically converted into an equal number of Organic common shares and all
      Organic common shares automatically converted into SP common shares at the
      Exchange Ratio adjusted number of shares equal to .69781 SP common shares for
      every 1 Organic common share. All share and per share amounts have been Exchange
      Ratio adjusted. Computations of net loss per share for the three months ended
      June 30, 2007, exclude approximately 5,819,045 shares issuable upon exercise
      of
      outstanding and issuable warrants and approximately 2,814,554 shares of common
      stock issuable upon exercise of outstanding stock options. These common stock
      equivalents could have the effect of decreasing diluted net income per share
      in
      future periods.





For
      purposes of determining the weighted average number of common shares outstanding
      historical Organic shares outstanding have been multiplied by the Exchange
      Ratio, which results in a fewer number of shares outstanding that historical
      amounts.





Recent
      accounting pronouncements - In
      July 2006, the FASB issued FASB Interpretation No. 48, “Accounting for
      Uncertainty in Income Taxes” ** (“FIN No. 48”),
      which prescribes a recognition threshold and measurement process for recording
      in the financial statements uncertain tax positions taken or expected to be
      taken in a tax return. Additionally, FIN No. 48 provides guidance on
      the recognition, classification, accounting in interim periods and disclosure
      requirements for uncertain tax positions. The accounting provisions of
      FIN No. 48 was effective for the Company beginning January 1,
      2007, the adoption of which will not have a significant effect on its results
      of
      operations or financial position.





In
      December 2006, the FASB issued FASB Staff Position No. EITF 00-19-2 “Accounting
      for Registration Payment Arrangements” (“FSP EITF 00-19-2”), which addresses an
      issuer’s accounting and disclosures relating to registration payment
      arrangements. In connection with issuance of Units in the private placement
      in
      February 2007, the Company has registered the shares underlying the Units.
      In
      accordance with FSP EITF 00-19-2, the registration payment arrangements are
      accounted for as an instrument separate and apart from the related securities
      and will be accounted for in accordance with Statement of Financial Accounting
      Standards No. 5 “Accounting for Contingencies,” accruing a liability if payment
      is probable and the amount can be reasonably estimated.


9





**Organic
      To Go Food Corporation and its wholly-owned subsidiary, Organic To Go,
      Inc.**


**Notes
      to condensed consolidated financial statements**


**June
      30, 2007**





**Note
      2. Notes payable**




Notes
                payable consist of the following (in thousands):
            
            
            December
                31,
              2006
            
            
            June30,
              2007Notes
                payable, interest at 6% to 8%, collateralized by vehicles and
                equipment
            
            $
            323
            
            $
            189Convertible
                promissory note, interest at 8.25%, due September 2007, collateralized
                by
                substantially all assets
            
            
            759
            
            
            759Promissory
                notes, interest at 7.75% per annum, due April 2010, collateralized
                by
                certain assets
            
            
            418
            
            
            418Convertible
                promissory notes, interest at 8% per annum, due June 2007
            
            
            5,275
            
            
            -Convertible
                promissory notes, interest at 8% per annum, due June 2008
            
            
            525
            
            
            525Promissory
                note payable, interest at prime plus 1% per annum, due March
                2009
            
            
            -
            
            
            133Promissory
                note payable, interest at 9% per annum, due December 2006
            
            
            275
            
            
            -Promissory
                note payable, interest at 8% per annum, due October 2010
            
            
            
            
            
            68Promissory
                note payable, interest at 18% per annum, due May 2008
            
            
            
            
            
            500Total
                notes payable
            
            
            7,575
            
            
            2,592Less:
                unamortized original discount
            
            
            (
                702
            )
            
            (
                68
            )Less:
                current portion of notes payable
            
            
            (6.281
            )
            
            (
                1,474
            )Notes
                payable, net of current portion
            
            $
            592
            
            $
            1,050





The
      Company has a borrowing agreement with a vendor providing for borrowings up
      to
      $500,000, potentially increasing up to $1 million based on the occurrence of
      new
      location openings, which borrowing amount was limited pursuant to terms of
      the
      agreement to amounts borrowed as of March 31, 2006, which was approximately
      $759,000. The note payable requires monthly payments of interest at the prime
      rate plus 1% (9.25% at December 31, 2006, March 31, 2007 and June 30, 2007),
      with the principal due in September 2007, and is convertible at the note
      holder’s option into shares of the Company’s common stock at an Exchange Ratio
      adjusted conversion price of approximately $1.68 per share. If the note is
      not
      converted in full on or before the maturity date, the then outstanding principal
      balance and accrued interest shall automatically convert into a term note,
      which
      shall provide for thirty-six equal monthly payments and a final maturity date
      in
      September 2010. The note is collateralized by a pledge of Company
      assets.








10








**Organic
      To Go Food Corporation and its wholly-owned subsidiary, Organic To Go,
      Inc.**


**Notes
      to condensed consolidated financial statements**


**June
      30, 2007**




In
      connection with an asset purchase agreement in 2005, the Company issued
      promissory notes of approximately $600,000, which bear interest at 7.75% per
      annum payable quarterly, with principal due in April 2010, and are
      collateralized by a security interest in the acquired assets. In April 2006,
      pursuant to a repurchase agreement, the Company repurchased two of the notes
      having a total face value of approximately $182,000 for $130,000 cash and
      recorded the resultant gain on extinguishment of debt in other
      income.





During
      2006, the Company received approximately $4.3 million through the issuance
      of
      approximately $3.8 million of convertible promissory notes bearing interest
      at
      8% due June 2007 (the “Bridge Notes”) and $525,000 of convertible promissory
      notes bearing interest at 8% due June 2008 (the “2 year Bridge Notes”) and
      warrants to purchase shares of Company common stock (together with the notes,
      the “Bridge Securities”). The estimated fair value of the warrants of
      approximately $768,000 was recorded as an original issue discount to be
      amortized to interest expense on a straight-line basis over the 7-month term
      of
      the notes. Additionally, in 2006, the Company received approximately $1.6
      million through the issuance convertible promissory notes bearing interest
      at
      24%, approximately $1.5 million of which were converted at the holders’ option
      into bridge notes and the remaining notes were repaid. Warrants were issued
      in
      connection with the short-term loans, the fair value of which was expensed
      over
      the debt term prior to conversion. Bridge Notes of approximately $5.8 million
      were convertible at the note holders’ option, or in certain circumstances
      automatically, into shares of the Company’s common stock at an Exchange Ratio
      adjusted conversion price of approximately $1.68 per share. In February 2007,
      in
      connection with the closing of the merger with SP, the Bridge Notes of
      approximately $5.3 million were automatically converted into common stock.
      Portion of the bridge known as “Satellite Note” of $525,000 was not
      converted.





During
      2006, the Company borrowed $275,000 from one of the Company’s equity and bridge
      note investors pursuant to a promissory note payable of $275,000, bearing
      interest at 9% per annum, which was outstanding and due at December 31, 2006,
      and which was repaid in full during the three months ended March 31, 2007.





During
      2007, the Company borrowed $500,000 from three of the Company’s equity and
      bridge note investors pursuant to a promissory note payable of $500,000, bearing
      interest at 18% per annum, all of which are due on May 15, 2008. As part of
      purchase agreements with Jackrabbits Inc. and Leonard Rosenaur, the Company
      issued promissory notes of $150,000 and $75,000, bearing interests at 9.25%
      and
      8% per annum, and due on March 11, 2009 and October 10, 2010 respectively.





Future
      minimum principal payments on notes payable at June 30, 2007 are as follows
      (in
      thousands):




2008
            
            $
            1,4822009
            
            
            6782010
            
            
            122011
            
            
            420$
            2,592










11








**Organic
      To Go Food Corporation and its wholly-owned subsidiary, Organic To Go,
      Inc.**


**Notes
      to condensed consolidated financial statements**


**June
      30, 2007**





**Note
      3. Reverse Merger with Public Shell Company, Private Placement and Stockholders’
Equity**





Reverse
      merger - On
      February 12, 2007, pursuant to an Agreement and Plan of Merger and
      Reorganization by and among Organic and SP, Organic became a wholly owned
      operating subsidiary of SP. Those persons holding shares of Organic capital
      stock, warrants and options to purchase shares of Organic capital stock, and
      certain promissory notes convertible into shares of Organic capital stock,
      received shares of SP common stock, $.001 par value per share and warrants
      and
      options to purchase shares of SP common stock.




Under
      the
      terms of the merger, each share of Organic common stock and Organic preferred
      stock (which included certain issued and outstanding convertible promissory
      notes on an “as converted” basis) outstanding immediately prior to the closing
      of the merger was converted into the right to receive 0.69781 shares of SP
      common stock. Under the terms of the merger, each then convertible promissory
      note whose holder had not previously elected to convert to Organic common stock,
      became convertible for shares of SP common stock, provided that (i) the face
      value of each such convertible note remained unchanged, (ii) each such
      convertible note became convertible for such number of shares of SP common
      stock
      as was determined by multiplying the number of Organic shares underlying said
      convertible note by the Exchange Ratio, with the resulting product rounded
      down
      to the nearest whole number of shares, and (ii) the per share conversion price
      for each convertible note determined by dividing the conversion price per share
      for said convertible note by the Exchange Ratio, with the resulting quotient
      rounded down to the nearest whole cent.




Under
      the
      terms of the merger, each then outstanding option and warrant to purchase shares
      of Organic common stock, whether or not exercisable, was converted into an
      option or warrant to purchase shares of SP common stock upon the same terms
      and
      conditions as the corresponding Organic options and warrants, provided that
      (i)
      each such Organic option and warrant related to such number of shares of SP
      common stock as was determined by multiplying the number of shares of Organic
      common stock underlying such Organic option or warrant by the Exchange Ratio,
      with the resulting product rounded down to the nearest whole number of shares,
      and (ii) the per share exercise price for the newly-issued SP options or
      warrants was determined by dividing the exercise price per share of such Organic
      options or warrants by the Exchange Ratio, with the resulting quotient rounded
      down to the nearest whole cent.





Private
      placement -
      Consummation of the merger occurred concurrently with the completion of a
      private placement of 138 Units for an aggregate of approximately $6.9 million,
      issued by SP. Each Unit is comprised of (i) 40,000 shares of SP common stock,
      and (ii) a detachable five-year warrant to purchase 8,000 shares of SP common
      stock, at an exercise price of $2.50 per share (the “SP Warrants”). The purchase
      price per Unit was $50,000. Pursuant thereto the Company issued to the investors
      an aggregate of 5,522,992 shares of SP common stock and SP Warrants to purchase
      1,104,598 shares of Company common stock.




Organic
      engaged Burnham Hill Partners, a division of Pali Capital, Inc., as the
      Placement Agent (the “Placement Agent”) in connection with the Private
      Placement. Pursuant to the terms of the engagement with the Placement Agent,
      the
      Placement Agent, or its registered assignees or designees, received a cash
      commission of 10% of the gross proceeds from the Units sold in the Private
      Placement. In addition, the Company issued to the Placement Agent or its
      registered assignees or designees, SP Warrants (the “Placement Agent Warrants”)
      to purchase up to 888,899 shares of SP common stock.




The
      Placement Agent Warrants are exercisable at any time at a price equal to 110%
      of
      the price paid by the investors in the private placement, on a net-issuance
      or
      cashless basis. The Placement Agent Warrants have registration rights similar
      to
      the registration rights afforded to the holders of SP Warrants. The Placement
      Agent Warrants are fully vested and have a term of five years.


12





**Organic
      To Go Food Corporation and its wholly-owned subsidiary, Organic To Go,
      Inc.**


**Notes
      to condensed consolidated financial statements**


**June
      30, 2007**





The
      issuance of SP common stock to the Organic stockholders and the investors is
      intended to be exempt from registration under the Securities Act of 1933, as
      amended (the “Securities Act”), pursuant to Section 4(2) thereof. As such, the
      SP common stock received by the Organic stockholders pursuant to the merger and
      issued to the investors pursuant to the Private Placement may not be offered
      or
      sold in the United States unless they are registered under the Securities Act,
      or an exemption from the registration requirements of the Securities Act is
      available. In April 2007, the Company filed a registration statement covering
      these securities with the Securities and Exchange Commission, which such
      registration statement was declared effective in May 2007.





During
      the three months ended June 30, 2007, the Company closed a private placement
      with select accredited investors related to the sale and issuance of an
      aggregate of 3,350,000 shares of common stock of the Company and warrants to
      purchase an aggregate of 1,340,000 shares of common stock. The aggregate gross
      proceeds raised by the Company was approximately $6.7 million. Each share was
      sold to the investors at $2.00 per share. The warrants will expire five years
      from the date of issue and may be exercised at $2.50 per share, subject to
      adjustment in certain circumstances. In connection with the private placement,
      the Company paid its placement agents an aggregate cash commission equal to
      $84,000. In addition, the Company reimbursed the placement agents $40,000 for
      costs and expenses incurred in connection with the private placement, and issued
      to the placement agents five-year warrants to purchase an aggregate of 21,000
      shares of common stock, at an exercise price of $2.50 per share, subject to
      adjustment in certain circumstances.  The
      private placement was conducted pursuant to Section 4(2) of the Securities
      Act ,
      and Rule 506 promulgated thereunder.





Authorized
      shares - SP is
      currently authorized under its Amended and Restated Certificate of Incorporation
      to issue 500,000,000 shares of its common stock and 10,000,000 shares of its
      preferred stock. Prior to closing of the merger and private placement, there
      were 439,403 shares of SP common stock issued and outstanding and 60 shares
      of
      SP preferred stock issued and outstanding. At the closing of the merger and
      private placement and after giving effect thereto, there were 19,595,671 shares
      of SP common stock issued and outstanding and no shares of preferred stock
      issued and outstanding (the 60 shares of SP preferred stock issued and
      outstanding prior to the merger having automatically converted into 687,271
      shares of SP common stock upon closing of the merger).




Warrants - As of
      March 31, 2007, in conjunction with various financing related agreements,
      including issuances of debt and equity securities, the Company issued warrants
      for a term of approximately 5 years to purchase shares of the Company’s common
      stock at exercise prices ranging from $1.17 to $1.38 per share for approximately
      4,165,000 shares and at $2.50 per share for approximately 1,105,000 shares.
      As
      of June 30, 2007, the Company issued warrants at exercise prices ranging from
      $1.17 to $2.50 per share for approximately 1,371,000 shares and 822,270 shares
      were redeemed .





Stock
      options -  During
      the three and six months ended June 30, 2006, the Company granted to certain
      officers and directors no options and approximately 349,000 options,
      respectively, to purchase Company common stock for a period of 10 years from
      grant with an exercise price of $0.17 per share. During the three months ended
      March 31, 2007, the Company granted to its Chief Executive Officer and certain
      Company employees approximately 1.4 million options to purchase Company common
      stock for a period of 10 years from grant with exercise prices of $1.38 for
      1,246,674 shares and $3.60 per share for 150,000 shares. During the three months
      ended June 30, 2007, the Company granted to certain officers approximately
      776,000 options to purchase Company common stock for a period of 10 years from
      grant with an exercise price of $2.23 per share. The Company determines the
      fair
      value of options granted using the Black-Scholes option-pricing model. The
      determination of the fair value of stock-based awards on the date of grant
      using
      an option pricing model is affected by the stock price as well as assumptions
      regarding a number of highly complex and subjective variables. These variables
      include, among others, the expected life of the award, expected stock price
      volatility over the term of the award and actual and projected


13





**Organic
      To Go Food Corporation and its wholly-owned subsidiary, Organic To Go,
      Inc.**


**Notes
      to condensed consolidated financial statements**


**June
      30, 2007**





exercise
      behaviors. Although the fair value of stock-based awards is determined in
      accordance with SFAS 123R and SAB 107, the Black-Scholes option pricing model
      requires the input of highly subjective assumptions, and other reasonable
      assumptions could provide differing results. The weighted average fair value
      of
      stock options granted during the three months ended March 31, 2006 and 2007
      was
      approximately


$0.09
      and
      $0.50 per share, respectively, and the weighted average fair value of stock
      options granted during the three months ended June 30, 2007 was approximately
      $1.11 per share determined using the Black-Scholes option pricing model with
      the
      following assumptions: dividend yield of 0%; expected volatility of 50% (based
      on the volatilities of common stock of comparable public companies); risk-free
      interest rates of approximately 5%, and estimated lives of 5 years.





Compensation
      expense recognized for stock options approximated $9,000 and $77,000 for the
      three months ended June 30, 2006 and 2007, respectively, and $12,000 and $96,000
      for the six months ended June 30, 2006
      and
      2007, respectively. As of June 30, 2007, there was approximately $1.4 million
      of
      unrecognized compensation cost related to unvested stock options granted, which
      is expected to be recognized as expense over a period of approximately 3 years.
      The intrinsic value of stock options outstanding and exercisable is based on
      the
      close/last price for the Company’s common stock as reported by OTCBB of $1.43
      per share at December 31, 2006 and $2.24 June 30, 2007, and is calculated by
      aggregating the difference between the close price and the exercise price of
      vested and unvested stock options which have an exercise price less than the
      close price. The following summarizes activity for stock options:





Outstanding
            
            Weighted
                average
              exercise
                price
            
            Weighted
                average remaining
              contractual
                life in years
            
            Aggregate
              intrinsic
                value
              (in
                thousands)Balance
                at December 31, 2006
            
            
            655,545
            
            $
            0.54
            
            
            
            
            
            9.4
            
            
            
            
            $
            585Granted
            
            
            2,172,965
            
            $
            1.84
            
            
            
            
            
            10.0Exercised
            
            
            -Expired/
                Cancelled
            
            
            (13,956
            )
            
            -Balance
                at June 30, 2007
            
            
            2,814,554
            
            $
            1.54
            
            
            
            
            
            9.4
            
            
            
            
            $
            2,169Exercisable
                at June 30, 2007
            
            
            272,615
            
            $
            2.46
            
            
            
            
            
            8.9
            
            
            
            
            $
            481








Additional
      information regarding stock options outstanding as of June 30, 2007, is as
      follows:





Exercise
                prices
            
            Shares
            
            Weighted
                average
              remaining
                life$
                0.17
            
            349,254
            
            8.7
                years0.34
            
            118,628
            
            9.0
                years1.38
            
            1,246,674
            
            9.6
                years1.43
            
            173,707
            
            9.3
                years2.23
            
            776,291
            
            9.8
                years3.60
            
            150,000
            
            9.7
                yearsTotal
            
            2,814,554
            
            9.5
                years














14








**Organic
      To Go Food Corporation and its wholly-owned subsidiary, Organic To Go,
      Inc.**


**Notes
      to condensed consolidated financial statements**


**June
      30, 2007**





**Note
      4. Asset purchase agreements**





In
      October 2006, pursuant to terms of an asset purchase agreement, the Company
      acquired for $1 million cash, among other things, all inventory, furniture,
      fixtures, equipment, customer lists, leasehold improvements,
      and owned vehicles used in connection with a catering business in California.
      Other than the notes payable on the vehicles, no liabilities were assumed by
      the
      buyer. The buyer also entered in to a one year lease agreement for the building
      owed by the seller. The total purchase price of approximately $1.1 million,
      including related acquisition costs, was allocated to assets acquired based
      on
      relative


estimated
      fair values, which resulted in the majority being allocated to customer based
      identifiable intangible assets, and which is summarized as follows (in
      thousands):





Inventory
            
            $
            12Furniture,
                fixtures and equipment
            
            
            29Customer
                based intangible assets
            
            
            860Covenant
                not to compete intangible asset
            
            
            150Note
                payable
            
            
            (9
            )$
            1,042





In
      March
      2007, pursuant to terms of an asset purchase agreement, the Company acquired
      for
      cash of approximately $612,000, a $150,000 promissory note and 400,000 shares
      of
      its common stock, among other things, all inventory, furniture, fixtures,
      equipment, leasehold improvements, customer lists and other intangible assets
      used in connection with Jackrabbit, LLC, a Seattle-based catering business.
      Other than a facilities lease and equipment lease, no liabilities were assumed
      by the Company. The total purchase price approximates $1.2 million, and because
      information known to exist as it pertains to estimates of fair values of
      intangible assets, has been preliminarily allocated to assets acquired based
      on
      relative estimated fair values, which resulted in the majority being allocated
      to customer based intangibles, and which is summarized as follows (in
      thousands):






Inventory
            
            $
            32Furniture,
                fixtures, equipment and vehicles
            
            
            160Customer
                based intangible assetsl
            
            
            1,084Liabilities
                assumed
            
            
            (42
            )$
            1,234





Operating
      results for the acquired businesses are included in the Company’s operating
      results from the dates of acquisitions. The following supplemental pro forma
      information has been presented on the basis as if the asset acquisitions of
      the
      catering businesses had occurred at the beginning of the periods presented
      (in
      thousands):











15





**Organic
      To Go Food Corporation and its wholly-owned subsidiary, Organic To Go,
      Inc.**


**Notes
      to condensed consolidated financial statements**


**June
      30, 2007**





Six
                months ended
              June
                302006
            
            2007Sales
            
            $
            6,365
            
            $
            7,831Net
                loss
            
            $
            (3,364
            )
            $
            (5,120
            )Net
                loss per share
            
            $
            (1.17
            )
            $
            (0.32
            )





**Note
      5. Commitments and contingencies**





The
      Company leases its cafes, central kitchens and office facilities under
      non-cancelable operating leases, some with renewal options. Rents are fixed
      base
      amounts, some with escalating rents and some with contingent rentals based
      on
      sales. Lease provisions also require additional payments for maintenance and
      other expenses. Rent is expensed on a straight-line basis over the term of
      the
      lease. The difference between amounts paid and expensed is recorded as a
      deferred credit. The Company also leases certain point-of-sale computer hardware
      and software pursuant to capital leases. Subsequent to December 31, 2006, the
      Company has entered into two new leases, one for the former Jackrabbit, LLC
      central kitchen facility in Seattle, which provides for minimum future lease
      payments over its five year term of approximately $602,000, and the other for
      a
      new store lease in Seattle, which provides for minimum future lease payments
      over its five year term of approximately $209,000. During the three months
      ending June 30, 2007, the Company has entered into two new store leases in
      Los
      Angeles, which provides for minimum future lease payments over their five year
      term of approximately $687,000 and one new store lease in Los Angeles, which
      provides for minimum future lease payments over their six year term of
      approximately $221,000. The Company has also entered into three leases for
      delivery vehicles pursuant to capital leases, which provides for additional
      minimum future lease payments over their four and five year terms of
      approximately $221,000.




From
      time
      to time, the Company is subject to various legal proceedings and claims that
      may
      arise in the ordinary course of business. Further, in the past, certain vendors
      have taken legal action against the Company as a result of untimely payment
      of
      invoices. In some cases, the courts have stipulated judgment requiring the
      Company to pay interest and comply with payment schedules. Company management
      currently believes that resolution of such legal matters will not have a
      material adverse impact on the Company’s financial statements.




On
      October 18, 2006, Susana Chi, a former employee of the Company, brought suit
      against the Company in the Superior Court of the State of California for the
      County of Los Angeles claiming discrimination, wrongful termination and
      infliction of emotional distress in connection with the termination of Ms.
      Chi’s
      employment. The Company filed an answer to Ms. Chi’s complaint and, subsequently
      caused the suit to be transferred to U.S.
      Federal District Court. On June 15, 2007, the parties reached a settlement
      agreement with respect to this matter, which was immaterial to the Company's
      financial results.




Effective
      January 1, 2007, the Company entered into an employment agreement with a
      three-year term with its founder and Chief Executive Officer, pursuant to which,
      the executive officer shall receive a base salary at an annual rate of $225,000,
      subject to annual increases as determined by the Company’s Board of Directors,
      is also eligible for cash bonuses, and other typical employment benefits. In
      addition, effective upon the closing of the merger, the executive officer
      received 1,246,674 options to purchase shares of SP Common Stock at an exercise
      price of $1.38 per share, with a term of 10 years from grant.  Options
      granted vest 25% after 12 months of employment, with the remainder vesting
      over
      the next 36 months, subject to accelerated vesting in the event of a “Change in
      Control,” as defined in the employment agreement, or in certain other
      circumstances. Under certain departure circumstances, the executive officer
      could be eligible to receive payments of one year’s salary and
      benefits.


16





**Item 2.**
            **Management’s
                Discussion and Analysis or Plan of Operation**





*The
      following discussion and analysis of the results of operations and financial
      condition should be read in conjunction with our financial statements and the
      notes to those financial statements that are included elsewhere in this
      Quarterly Report on Form 10-QSB. This discussion includes forward-looking
      statements based upon current expectations that involve risks and uncertainties,
      such as plans, objectives, expectations and intentions. Actual results and
      the
      timing of events could differ materially from those anticipated in these
      forward-looking statements as a result of a number of factors. Words such as
      “anticipate,” “estimate,” “plan,” “continuing,” “ongoing,” “expect,” “believe,”
“intend,” “may,” “will,” “should,” “could,” and similar expressions are used to
      identify forward-looking statements.*





**Overview**





*Organization
      and Business*





Organic
      Holding Company, Inc., d/b/a Organic To Go, whose name was changed to Organic
      To
      Go, Inc. effective February 27, 2007, is a wholly-owned subsidiary of Organic
      To
      Go Food Corporation and was incorporated in the state of Delaware in February
      2004. We provide convenient cafés which prepare and serve “grab and go” lunch,
      dinner, and breakfast foods and beverages prepared using organic ingredients,
      whenever possible. We also distribute our products through delivery, catering
      and select wholesale accounts. In October 2006, we expanded our catering
      operations in the California area by acquiring the assets of a catering
      operation headquartered in Los Angeles, California, and in March 2007, we
      expanded our catering operations by acquiring the assets of a catering operation
      located in Seattle, Washington. In February, 2007 we completed a reverse merger
      with a public shell company named SP Holding Corporation. At June 30, 2007,
      we
      operated five stores in Washington and seven stores in California, with central
      kitchens in each market.





Management
      believes we have the opportunity to capture increasing market share in all
      three
      of our businesses: Delivery/Catering, Retail and Wholesale “grab & go”
convenience foods, by providing customers with delicious, healthy, wholesome
      and
      organic food choices. Management is focused in the near and long term on the
      challenges and risks that we face in expanding our business. These include
      our
      ability to obtain retail, catering and wholesale locations, building a
      sufficient infrastructure to support our expansion, and obtaining a customer
      base and margin improvement sufficient to achieve and sustain
      profitability.





*Basis
      of Presentation and Liquidity*





The
      accompanying financial statements have been prepared in conformity with
      generally accepted accounting principles, which contemplate our continuation
      as
      a going concern. We have reported recurring losses and cash used by operating
      activities, and at June 30, 2007 had a net working capital deficiency and
      stockholders’ deficit that could raise doubt about our ability to continue as a
      going concern. Since our inception, we have funded operations and business
      development and growth through debt and equity financings. In this regard,
      during 2006, we raised approximately $8.1 million pursuant to sales of debt
      and
      equity securities in connection with our private placement and subordinated
      debt
      offerings. Further, during the three months ended March 31, 2007, proceeds
      of
      approximately $6.9 million were received from the sale of equity securities
      in
      connection with the merger and private placement, and approximately $5.3 million
      of notes payable has been converted into shares of common stock. Further, during
      the three months ended June 30, 2007, proceeds of approximately $6.7 million
      were received from the sale of equity securities in a private placement and
      proceeds of $500,000 were received from the issuance of notes payable. While
      we
      plan to produce cash from operations during the second half of 2007, our
      management intends to continue to be engaged in additional fund-raising
      activities to fund future capital expenditures, potential acquisitions of
      businesses and provide additional working capital. We anticipate having
      sufficient working capital in place for the next 12 months to continue
      operations. The accompanying financial statements do not include any adjustments
      to reflect the possible future effects on the recoverability and classification
      of assets or the amounts and classifications of liabilities that could result
      should we not continue as a going concern.


17








**Critical
      Accounting Policies and Estimates**





Management's
      discussion and analysis of financial condition and results of operations are
      based on our financial statements, which have been prepared in accordance with
      accounting principles generally accepted in the United States. The preparation
      of these financial statements requires our management to make estimates and
      assumptions that affect the reported amounts of assets and liabilities and
      the
      disclosure of contingent assets and liabilities at the date of the financial
      statements, as well as the reported net sales and expenses during the reporting
      periods. On an ongoing basis, estimates and assumptions are evaluated. Estimates
      are based on historical experience and on various other factors believed
      reasonable under the circumstances, the results of which form the basis for
      making judgments about the carrying value of assets and liabilities that are
      not
      readily apparent from other sources. Actual results may differ from these
      estimates under different assumptions or conditions. A summary of significant
      accounting policies is presented in Note 1 to our financial statements included
      elsewhere in this Quarterly Report on Form 10-QSB. The following accounting
      policies are considered the more critical to aid in understanding and evaluating
      our results of operations and financial condition.





*Use
      of Estimates*





In
      preparing the financial statements in conformity with accounting principles
      generally accepted in the United States of America, management makes estimates
      and assumptions that affect the reported amounts of assets and liabilities
      and
      disclosures of contingent assets and liabilities at the dates of the financial
      statements, as well as the reported amounts of revenues and expenses during
      the
      reporting years. Actual results could differ from those estimates. The more
      significant accounting estimates inherent in the preparation of our financial
      statements include estimates as to the depreciable lives of property and
      equipment, recoverability of long-lived assets, valuation of inventories,
      valuation of equity related instruments issued, and valuation allowance for
      deferred income tax assets.




*Inventory*





Inventory,
      which consists primarily of food, beverages and packaging products, is stated
      at
      the lower of cost or market. Cost is determined on a first-in, first-out basis.
      In assessing the ultimate realization of inventories, our management makes
      judgments as to future demand requirements compared to current inventory
      levels.





*Impairment
      of Long-lived Assets*





Long-lived
      assets are reviewed for impairment whenever events or changes in circumstances
      indicate that the carrying amount of the assets may not be recoverable.
      Impairment of long-lived assets would be recognized in the event that the net
      book values of such assets exceed the future undiscounted cash flows
      attributable to such assets. No impairment of long-lived assets was recognized
      for any of the periods presented.





*Intangible
      Assets*





In
      connection with acquisitions in October 2006 and March 2007, of certain assets
      of catering businesses, we acquired certain identifiable intangible assets

      including customer-based intangibles . These acquisitions have been accounted
      for in accordance with SFAS No. 141. Amounts allocated to intangible assets
      were
      identified by management and have been valued on a number of factors. The
      estimate of useful lives of each intangible asset was based on an analysis
      by
      management of all pertinent factors, and selected an estimated useful life
      of
      two years for each identifiable intangible asset.


18





*Revenue
      Recognition*





Revenues
      are recognized at the point of sale at retail locations or upon delivery of
      products for delivery and wholesale transactions.





*Cost
      of Sales*





Cost
      of
      sales includes the cost of food, beverages and paper products.




*Income
      Taxes*





We
      account for income taxes in accordance with SFAS No. 109, “Accounting for Income
      Taxes,” which requires recognition of deferred tax assets and liabilities for
      expected future tax consequences of events that have been included in financial
      statements or tax returns. Under this method, deferred income taxes are
      recognized for the tax consequences in future years of differences between
      the
      tax bases of assets and liabilities and their financial reporting amounts at
      each period end based on enacted tax laws and statutory tax rates applicable
      to
      the periods in which the differences are expected to affect taxable income.
      Valuation allowances are established, when necessary, to reduce deferred tax
      assets to amounts expected to be realized. We continue to provide a full
      valuation allowance in order to reduce our net deferred tax asset to zero,
      inasmuch as our management has not determined that realization of deferred
      tax
      assets is more likely than not. The provision for income taxes represents the
      tax payable for the period and change during the period in net deferred tax
      assets and liabilities.




*Stock-based
      Compensation*





In
      December 2004, the FASB released SFAS 123R. SFAS 123R sets forth the accounting
      for share-based payment transactions in which an enterprise receives employee
      services in exchange for (a) equity instruments of the enterprise, or (b)
      liabilities that are based on the fair value of the enterprise's equity
      instruments or that may be settled by the issuance of such equity instruments.
      The statement eliminates the ability to account for share-based compensation
      transactions using APB Opinion No. 25, “Accounting for Stock Issued to
      Employees,” and generally requires instead that such transactions be accounted
      for using a fair-value-based method, which requires recording an expense over
      the requisite service period for the fair value of all options or warrants
      granted to employees and consultants. We adopted SFAS 123R effective beginning
      January 1, 2006.





**Results
      of Operations**





**Three
      months ended June 30, 2006 and 2007**





*Revenues*





** Sales
      for
      the three months ended June 30, 2007 increased approximately 69%, to $3.9
      million, as compared with $ 2.3 million for the comparative prior year
      period, and increased approximately 8% as compared to $3.6 million for the
      immediately preceding three months ended March 31, 2007. On a pro forma basis,
      giving effect to the acquisition of two catering businesses in October 2006
      and
      March 2007, sales for the three months ended June 30, 2007 increased
      approximately 15% as compared to pro forma sales of approximately $3.3 million
      for the three months ended June 30, 2006. Retail sales were $1.6 million during
      the three months ended June 30, 2007, an increase of 14% over $1.4 million
      during the comparative prior year period. Retail sales comprised 41% of total
      sales in the 2007 period as compared with 59% in the comparative prior year
      period. Delivery/Catering sales were $1.8 million during the three months ended
      June 30, 2007, an increase of $ 1.1 million over the $.7 million for the
      comparative prior year period. Delivery/Catering sales comprised 46% of total
      sales in the 2007 period as compared with 31% for the comparative prior
      year period Most of the increase was attributable to the acquisition of two
      catering businesses, one in October 2006 and the other in March 2007. Wholesale
      sales were $ 476,000 during the three months ended June 30, 2007, an increase
      of
      $249,000 over $ 227,000 during the comparative prior year period. Wholesale
      sales comprised 12% of total sales in the 2007 period as compared with 10%
      in 2006. The increases in retail and wholesale were due to increased business
      volume. The increase in Delivery/Catering sales was primarily attributable
      to
      increased sales resulting from the acquisition of the businesses
      of Vinaigrettes LLC and Jackrabbit, LLC.


19







*Cost
      of Sales*





Cost
      of
      sales includes the cost of food and paper products. Cost of sales for the three
      months ended June 30, 2007 increased approximately 50%, to $1.8 million, as
      compared with $1.2 million for the comparative prior year period, and was
      approximately the same as compared to $1.8 million for the immediately preceding
      three months ended March 31, 2007. Cost of sales for the three months ended
      June
      30, 2007 approximated 48% as a percent of sales as compared with 49% during
      the comparative prior year period and as compared to 51% for the immediately
      preceding three months ended March 31, 2007.





*Gross
      Profit*  **





Gross
      profit increased approximately 75%, to $2.1 million for the three months ended
      June 30, 2007 as compared with $1.2 million for the three months ended June
      30,
      2006, and increased 17% as compared with $1.8 million for the three months
      ended March 31, 2007. Gross profit for the three months ended June 30, 2007
      approximated 53% as a percent of sales as compared with 51% during the
      comparative prior year period and as compared to 49% for the immediately
      preceding three months ended March 31, 2007. On a pro forma basis, giving effect
      to the acquisition of two catering businesses in October 2006 and March 2007,
      gross profit for the three months ended June 30, 2007 increased approximately
      15% as compared to pro forma gross profit of approximately $1.8 million for
      the
      three months ended June 30, 2006.





*Operating
      Expenses*





Operating
      expenses for the three months ended June 30, 2007 increased approximately 77%,
      to $3.9 million, as compared with $2.2 million for the three months ended
      June 30, 2006, and increased 11% as compared with $3.5 million for the
      three months ended March 31, 2007. Operating expenses are comprised primarily
      of
      labor, and, to a lesser extent, occupancy and utilities, and selling, general
      and administrative expenses. Operating expenses increased during the three
      months ended June 30, 2007, as compared with the three months ended June
      30, 2006, primarily due to increased labor and related costs as a result of
      continued growth since the prior year, including the acquisitions of two
      catering businesses, and preparing for future growth. On a pro forma basis,
      giving effect to the acquisition of two catering businesses in October 2006
      and
      March 2007, operating expenses for the three months ended June 30, 2007
      increased approximately 40% as compared to pro forma operating expenses of
      approximately $2.8 million for the three months ended June 30,
      2006.





*Depreciation
      and Amortization*





Depreciation
      and amortization expense for the three months ended June 30, 2007 increased
      to
      $704,000, as compared with $170,000 for the three months ended June 30,
      2006, due primarily to $508,000 amortization of identifiable intangible assets
      acquired in the catering businesses acquisitions in October 2006, and March
      2007, and to having more assets in service. Depreciation and amortization for
      the three months ended June 30, 2007 approximated 18% as a percent of sales
      as
      compared with 7% during the comparative prior year period 2006.




*Loss
      from Operations*





Loss
      from
      operations for the three months ended June 30, 2007, increased to approximately
      $2.6 million as compared with $1.2 million for the three months ended June
      30, 2006, and increased 23% as compared with $2.1 million for the three
      months ended March 31, 2007. The increase in loss from operations over the
      comparative period last year is the result of the increase in gross profit
      of
      $863,000 being offset by the $1.7 million increase in operating expenses and
      a
      $529,000 increase in depreciation and amortization.





20





*Interest
      Expense, Net*  **





Interest
      expense, net for the three months ended June 30, 2007, decreased from the prior
      three months ended March 31, 2007 to approximately $81,000. The decrease was
      primarily due to lower debt balances due primarily to the conversion to equity
      of $5.3 million of debt in March 2007.





*Net
      Loss*  **





Net
      loss
      for the three months ended June 30, 2007, increased to approximately $2.6
      million as compared with $1.3 million for the three months ended June 30,
      2006, and increased 4% as compared with $2.5 million for the three months
      ended March 31, 2007.




**Six
      months ended June 30, 2006 and 2007**





*Revenues*





** Sales
      for
      the six months ended June 30, 2007 increased approximately 64%, to $7.4 million,
      as compared with $ 4.5 million for the comparative prior year period.
      On a pro forma basis, giving effect to the acquisition of two catering
      businesses in October 2006 and March 2007, sales for the six months ended June
      30, 2007 increased approximately 23% as compared to pro forma sales of
      approximately $6.4 million for the six months ended June 30, 2006. Retail sales
      were $3.2 million during the six months ended June 30, 2007, an increase of
      14%
      over $2.8 million during the comparative prior year period. Retail sales
      comprised 43% of total sales in the 2007 period as compared with 62% in the
      comparative prior year period. Delivery/Catering sales were $3.3 million during
      the six months ended June 30, 2007, an increase of $2.0 million over the $1.3
      million for the comparative prior year period. Delivery/Catering sales comprised
      44% of total sales in the 2007 period as compared with 29% for the
      comparative prior year period. Most of the increase was attributable to the
      acquisition of two catering businesses, one in October 2006 and the other in
      March 2007. Wholesale sales were $ 927,000 during the three months ended June
      30, 2007, an increase of $ 497,000 over $ 430,000 during the comparative prior
      year period. Wholesale sales comprised 12% of total sales in the 2007 period
      as
      compared with 10% in 2006. The increases in retail and wholesale were due
      to increased business volume. The increase in Delivery/Catering sales was
      primarily attributable to increased sales resulting from the acquisition of
      the
      businesses of Vinaigrettes LLC and Jackrabbit, LLC.





*Cost
      of Sales*





Cost
      of
      sales includes the cost of food and paper products. Cost of sales for the six
      months ended June 30, 2007 increased approximately 64%, to $3.6 million, as
      compared with $2.2 million for the comparative prior year period. Cost of
      sales for the six months ended June 30, 2007 approximated 49% as a percent
      of
      sales as compared with 50% during the comparative prior year period.





*Gross
      Profit*  **





Gross
      profit increased approximately 72%, to $3.8 million for the six months ended
      June 30, 2007 as compared with $2.2 million for the six months ended June 30,
      2006. Gross profit for the six months ended June 30, 2007 approximated 51%
      as a
      percent of sales as compared with 50% during the comparative prior year
      period. On a pro forma basis, giving effect to the acquisition of two catering
      businesses in October 2006 and March 2007, gross profit for the six months
      ended
      June 30, 2007 increased approximately 18% as compared to pro forma gross profit
      of approximately $3.4 million for the six months ended June 30,
      2006.


21





*Operating
      Expenses*





Operating
      expenses for the six months ended June 30, 2007 increased approximately 72%,
      to
      $7.4 million, as compared with $4.3 million for the six months ended June
      30, 2006. Operating expenses are comprised primarily of labor, and, to a lesser
      extent, occupancy, utilities, and selling, general and administrative expenses.
      Operating expenses increased during the six months ended June 30, 2007, as
      compared with the six months ended June 30, 2006, primarily due to
      increased labor and related costs as a result of continued growth since the
      prior year, including the acquisition of two catering businesses, a store
      closing accrual of $237,000 in March, 2007 and preparing for future growth.
      On a
      pro forma basis, giving effect to the acquisition of two catering businesses
      in
      October 2006 and March 2007, operating expenses for the six months ended June
      30, 2007 increased approximately 40% as compared to pro forma operating expenses
      of approximately $5.4 million for the six months ended June 30,
      2006.





*Depreciation
      and Amortization*





Depreciation
      and amortization expense for the six months ended June 30, 2007 increased to
      $1,138,000 as compared with $340,000 for the six months ended June 30,
      2006, due primarily to amortization of identifiable intangible assets acquired
      in the catering businesses acquisitions in October 2006, and March 2007, and
      to
      having more assets in service. Depreciation and amortization for the six months
      ended June 30, 2007 approximated 15% as a percent of sales as compared with
      8% during the comparative prior year period 2006.




*Loss
      from Operations*





Loss
      from
      operations for the six months ended June 30, 2007, increased to approximately
      $3.6 million as compared with $2.1 million for the six months ended June
      30, 2006. The increase in loss from operations over the comparative period
      last
      year is the result of the increase in gross profit of $1.6 million being offset
      by the $3.1 million increase in operating expenses.




*Interest
      Expense, Net*  **





Interest
      expense, net for the six months ended June 30, 2007, increased to $415,000
      as
      compared with $15,000 for the six months ended June 30, 2006. The increase
      was
      primarily due to the increase in debt from July, 2006 through March 2007 prior
      to the $5.3 million of debt converted to equity in March, 2007.





*Net
      Loss*  **





Net
      loss
      for the six months ended June 30, 2007, increased to approximately $5.1 million
      as compared with $2.4 million for the six months ended June 30, 2006.




**Liquidity
      and Capital Resources**





Since
      our
      inception, we have funded operations through financing activities consisting
      primarily of private placements of debt and equity securities. Our management
      intends to raise additional debt and equity financing to fund future expansion
      and capital expenditures, operations and to provide additional working capital,
      and in this regard, during 2006, we raised approximately $8.1 million pursuant
      to sales of debt and equity securities in connection with our 2006 private
      placement and subordinated debt offerings. Further, during the three months
      ended March 31, 2007, we received aggregate proceeds of approximately $6.9
      million from the sale of equity securities in connection with the merger and
      private placement, and $5.3 million of notes payable have been converted into
      shares of our common stock. Further, during the three months ended June 30,
      2007, proceeds of approximately $6.7 million were received from the sale of
      equity securities in a private placement and proceeds of $500,000 were received
      from the issuance of debt in the form of notes payable.


22








While
      we
      continue to be engaged in additional fund-raising activities, we intend to
      produce cash from operations during the second half of 2007. Management expects
      to achieve increased sales and improved margins that will result in positive
      cash from operations at some point in the second half of 2007. We anticipate
      having sufficient working capital in place for the next 12 months to continue
      operations due to increased cash flow from operations and our ability to raise
      additional capital. There is no assurance that such increased sales and improved
      margins will occur or that financing will be obtained in sufficient amounts
      necessary to meet our needs. In light of these matters, continuation as a going
      concern is dependent upon our ability to meet our operational goals, our
      financing requirements, raise additional capital, and the success of our future
      operations or completion of a successful business combination.




Net
      cash
      used by operating activities was approximately $4.7 million in the six
      months ended June 30, 2007 and $2.4 million in the six months ended June
      30, 2006. The $2.3 million increase in cash used by operating activities was
      due
      primarily to the increase in net loss as adjusted for depreciation and
      amortization expense.





Net
      cash
      used in investing activities was approximately $1.9 million and $60,000 for
      the six months ended June 30, 2007 and 2006, respectively. Uses of cash
      flow for investing activities in 2007 primarily relate to the capital
      expenditures associated with business expansion for the acquisition of store
      and
      kitchen fixtures, equipment and leasehold improvements.





Net
      cash
      provided by financing activities was approximately $12.1 million and $2.6
      million for the six months ended June 30, 2007 and 2006, respectively. The
      increase of net cash provided in 2007 was due to an increase in proceeds, net
      of
      issuance costs, from the issuance of common stock in March and June, 2007
      private placements.





**Item 3.**
            **Controls
                and Procedures**




(a) Evaluation
      of Disclosure Controls and Procedures .




Our
      management, with the participation of our Chief Executive Officer and Chief
      Financial Officer, evaluated the effectiveness of our disclosure controls and
      procedures (as defined in the rules and regulations of the Securities and
      Exchange Commission under the Securities Exchange Act of 1934, as amended)
      as of
      the end of the period covered by this report (the “Evaluation Date”). Based on
      this evaluation, our Chief Executive Officer and Chief Financial Officer have
      concluded that our disclosure controls and procedures were effective as of
      the
      Evaluation Date.




(b) Changes
      in Internal Control Over Financial Reporting .




During
      the fiscal quarter ended June 30, 2007, there were no changes to our internal
      controls over financial reporting that have materially affected, or are
      reasonably likely to materially affect, our internal controls over financial
      reporting.








23




**PART
      II. OTHER INFORMATION**








**Item 1.**
            **Legal
                Proceedings**


On
        October 18, 2006, Susana Chi, a former employee of Organic Holding Company,
        Inc., brought suit against us in the Superior Court of the State of California
        for the County of Los Angeles claiming discrimination, wrongful termination
        and
        infliction of emotional distress in connection with the termination of Ms.
        Chi's
        employment with us. We filed an answer to Ms. Chi's complaint and, subsequently
        caused the suit to be transferred to U.S. Federal District Court. On June
        15,
        2007, the parties reached a settlement agreement with respect to this matter,
        which was immaterial to our financial results.


We
      are
      not a party to any other material legal proceedings nor are we aware of any
      circumstance that may reasonably lead a third party to initiate material legal
      proceedings against us.







**Item 2.**
            **Unregistered
                Sales of Equity Securities and Use of
                Proceeds**





On
      June
      28, 2007, we closed a private placement with select accredited investors related
      to the sale and issuance of an aggregate of 3,350,000 shares of common stock
      and
      warrants to purchase an aggregate of 1,340,000 shares of common stock. In
      connection with the private placement, we issued to the placement agent a
      five-year warrant to purchase an aggregate of 21,000 shares of common stock.
      The
      private placement was conducted pursuant to Section 4(2) of the Securities
      Act
      and Rule 506 promulgated thereunder.





In
      May
      2007, we issued warrants to purchase a total of 10,000 shares of common stock
      in
      connection with a $500,000 debt financing. The warrants were issued pursuant
      to
      Section 4(2) of the Securities Act.








**Item 4.**
            **Submission
                of Matters to a Vote of Security
                Holders**





We
      held a
      Special Meeting on May 16, 2007. At the meeting, stockholders voted on the
      following actions:





1.
      To
      amend the Amended and Restated Certificate of Incorporation to change our name
      from “SP Holding Corporation” to “Organic To Go Food Corporation.”




For
              
              12,973,019Against
              
              19Abstain
              
              19
  The
        proposal was approved.
 
 2.
        To
        approve the 2007 Equity Participation Plan of Organic To Go
        Food Corporation.
 
 For
              
              12,599,055Against
              
              223,537Abstain
              
              8




The
      proposal was approved.





24








**Item 6.**
            **Exhibits**







(a) Exhibits .




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




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




32.1
      Certification of Chief Executive Officer and Chief Financial Officer under
      Section 906 of the Sarbanes-Oxley Act of 2002


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**SIGNATURES**




In
      accordance with the requirements of the Exchange Act, the registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly authorized.




ORGANIC
                TO GO FOOD CORPORATIONDated:
                August 14, 2007/s/
                Paul CampbellChief
                Financial Officer(Principal
                Financial and Accounting Officer)







26