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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
ORGANIC TO GO FOOD CORPORATION
(Name of Issuer)
Common Stock, par value $ .001 per Share
(Title of Class of Securities)
68618K106
(CUSIP Number)
Lawrence Venick, Esq., Loeb & Loeb LLP,
10100 Santa Monica Blvd, Suite 2200, Los Angeles, CA 90067
Telephone: (310) 282-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 2008
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and
is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. |_|
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See
ss.240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
SEC 1746 Potential persons who are to respond to the collection of information
(11-02) contained in this form are not required to respond unless the form
displays a currently valid OMB control number.
CUSIP No. 68618K106
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only) Jason
Brown
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) |_|
(b) |_|
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3. SEC Use Only
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4. Source of Funds (See Instructions)
OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) |_|
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6. Citizenship or Place of Organization
United States
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7. Sole Voting Power
2,914,402
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Number of 8. Shared Voting Power
Shares -0-
Beneficially -----------------------------------------------------------
Owned by 9. Sole Dispositive Power
Each 2,914,402
Reporting -----------------------------------------------------------
Person With 10. Shared Dispositive Power
-0-
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,914,402
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) |_|
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13. Percent of Class Represented by Amount in Row (11)
7.7%
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14. Type of Reporting Person (See Instructions)
IN
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The following constitutes Amendment No. 1 ("Amendment No. 1") to the Schedule
13D filed by the reporting person on February 22, 2007 (the "Original Schedule
13D"). This Amendment No. 1 amends and restates in its entirety the Original
Schedule 13D.
Item 1. Security and Issuer
This statement relates to Common Stock, par value $.001 per share (the
"Common Stock"), of Organic To Go Food Corporation, a Delaware
corporation (the "Company"). The principal executive offices of the
Company are located at 3317 Third Avenue South, Seattle, Washington
98134.
Item 2. Identity and Background
This statement is being filed by Jason Brown. The reporting person is
the Chairman and Chief Executive Officer of the Company, and a citizen
of the United States. His business address is 3317 Third Avenue South,
Seattle, Washington 98134.
During the last five years, the reporting person has not been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
During the last five years, the reporting person has not been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect
to such laws.
Item 3. Source and Amount of Funds or Other Consideration
On February 12, 2007, a merger (the "Merger") was consummated by and
among the Company, Organic Ocquisition Corporation and Organic Holding
Company, Inc. ("Organic"), pursuant to which all of Ahe shares of
Organic capital stock and options and warrants exercisable into
Organic common ttock owned by the reporting person prior to the Merger
were converted into Common Stock and sptions and warrants exercisable
into Common Stock of the Company.
Effective upon closing of the Merger, the reporting person was
issued options to purchase 1,246,674 shares of Common Stock of the
Company at $1.38 per share, with vesting beginning on January 1,
2008.
On January 9, 2008, the reporting person was granted options to
purchase 100,000 shares of Common Stock of the Company at $1.40 per
share, with vesting beginning on February 9, 2008.
On March 11, 2008, the reporting person was granted options to
purchase 600,000 shares of Common Stock of the Company at $1.38 per
share, with vesting beginning on March 11, 2009.
Item 4. Purpose of Transaction
The purpose of the Merger was for the Company to obtain 100% ownership
of Organic. The primary purpose for granting options to the reporting
person was to compensate the reporting person for services rendered to
the Company.
Except as contemplated by the Merger Agreement or related agreements,
the reporting person does not have any plans or proposals which relate
to or would result in: (a) the acquisition by any person of additional
securities of the Company; (b) an extraordinary corporate transaction,
such as a merger, reorganization or liquidation, involving the Company
or any of its subsidiaries; (c) a sale or transfer of a material
amount of assets of the Company or of any of its subsidiaries; (d) any
change in the present board of directors or management of the Company,
including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) any
material change in the present capitalization or dividend policy of
the Company; (f) any other material change in the Company's business
or corporate structure; (g) changes in the Company's charter, bylaws
or instruments corresponding thereto or other actions which may impede
the acquisition of control of the issuer by any other person; (h)
causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national
securities association; (i) a class of equity securities of the
Company becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, as amended;
or (j) any similar action to those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) The reporting person beneficially owns 2,914,402 shares of Common
Stock (7.7% of the class). The reporting person possesses sole power
to vote and dispose of the shares.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
None.
Item 7. Material to Be Filed as Exhibits
(1) Agreement and Plan of Merger and Reorganization (incorporated by
reference from Exhibit 2.1 to Company's Current Report on Form 8-K,
filed January 17, 2007).
(2) First Amendment to Agreement and Plan of Merger and Reorganization
(incorporated by reference from Exhibit 2.2 to Company's Current
Report on Form 8-K, filed February 13, 2007).
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 12, 2009
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Date
/s/ Jason Brown
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Signature