SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
report (Date of earliest event reported): February 26,
2009
ORGANIC
TO GO FOOD CORPORATION
(Exact
name of registrant as specified in charter)
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Delaware
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0-21061
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58-2044990
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS
Employee Identification
No.)
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3317
Third Avenue South
Seattle,
Washington 98134
(Address
of Principal Executive Offices) (Zip Code)
(206)
838-4670
(Registrant’s
Telephone Number)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Section
3—Securities and Trading Markets
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
Organic
To Go Food Corporation, a Delaware corporation (the “Company”), intends to file
a Form 15 on March 20, 2009 with the Securities and Exchange Commission (the
“SEC”) to deregister its common stock and terminate its reporting obligations
under the Securities Exchange Act of 1934, as amended. The action has
been approved by the Company’s board of directors.
In
connection with the deregistration process, on March 20, 2009, the Company will
request that the Over The Counter Bulletin Board delist its common
stock. The Company anticipates that its shares of common stock will
be traded on the over the counter Pink Sheets, but can make no assurances that
any broker will make a market in the Company’s common stock.
On
February 26, 2009, the Company issued a press release, a copy of which is
attached hereto as Exhibit 99.1.
Section
9—Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
99.1—Press
release, dated February 26, 2009.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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ORGANIC
TO GO FOOD CORPORATION
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Date:
February 26, 2009
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By:
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/s/
Michael
Gats
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Michael
Gats
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Chief
Financial Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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99.1
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Press
Release
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