Concerning the On The Go Healthcare VAR business sale
From the most recent quarterly filing form MODI (formally ONGO)
If you read the most recent filing 10qsb
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This company sold their VAR business to FTS group
They did not have the right to do so as they had already assigned all of their assets to Laurus in their original financing agreement
Payments due to the Company on the note will be directed to Laurus Master Fund, Ltd. in order to pay outstanding amounts due on its accounts receivable line with Laurus referred to as the "Laurus Line" or the "Secured Revolving Note" elsewhere in this report. The Company agreed to assign outstanding receivables of approximately $119,000 to FTS for purposes of payment of our outstanding obligations on the Laurus Line. Upon satisfaction of the Laurus Line, any excess amounts due under the note or remaining from the assigned receivables, if any, will be redirected to the Company. Failure of FTS to pay up to $650,000 toward the Laurus Line by July 14, 2008, unless extended by Laurus, will result in an event of default under the note.
In addition, pursuant to the Amendment, the assumed vendor debt of $2,861,864 will be reduced by a payment previously made by FTS in the amount of $157,396.49. Any funds generated by FTS and deposited into the Company's account will be applied to the assumed vendor debt that FTS acquired as set forth in the Amendment.
In addition, the Company agreed to rent FTS office space for a period of 90 days at a rate of $10,000 per month.
The acquired assets, acquired trade contracts and the terms of the Confidentiality and Non-Compete Agreement remain the same as set forth in the March 18, 2008 binding letter of intent and were incorporated into the Amendment.
Notice from Laurus Master Fund, Ltd.
Laurus Master Fund, Ltd. provided us with a letter dated May 22, 2008 notifying us that pursuant to the Amended and Restated Security Purchase Agreement between us and Laurus Master Fund, Ltd., we granted Laurus a first priority perfected security interest in all of our assets, including, without limitation, our accounts receivable, inventory, equipment, contract rights and intellectual property. As a result of an asset purchase agreement entered into with FTS as described in this report, whereby we agreed to sell FTS substantially all of our assets, we violated the terms of the Amended and Restated Security Purchase Agreement between us and Laurus. Laurus indicated in the letter that all sums payable by FTS to our Company constitute collateral subject to Laurus' perfected security interest and that any payments on the promissory note shall be directed to Laurus.
Laurus indicated that it was not taking any immediate action against us in connection with the sale, however they have reserved their right to do so.
This note is due apparently on July 14 2008 and it would seem that Laurus is holding off to see if FTS Group pays.
