SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) - March 15, 2007
HEALTHSPORT, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-23100 22-2649848
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) file number) Identification No.)
7633 E 63Rd Place, Suite 220, Tulsa, OK 74133
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(Address of principal executive offices)
(877) 570-4776
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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:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
SECTION 1: REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01: ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On January 31, 2007, Healthsport, Inc. (the "Company") entered into a Merger
Agreement with Innozen, Inc. ("Innozen") and Innozen Acquisition Sub, Inc.
("Acquisition Sub"), a wholly owned subsidiary of the Company, all Delaware
corporations. At the effective time and upon the terms and conditions of the
Merger Agreement and in accordance with Delaware General Corporate Law, in
exchange for 17,500,000 shares of the Company's common stock, Acquisition Sub
will be merged with and into Innozen, after which, Innozen will become a wholly
owned subsidiary of the Company and will continue as the surviving corporation
and the separate existence of Acquisition Sub will cease.
Conditions precedent to effect the Merger include the Company shall have
consummated the private placement of at least $6 million but not more than $12
million of its common shares at a price not less than $1.50 per share on the
following timetable: (a) execution and delivery by the investors of subscription
agreements for the minimum amount of the private placement by no later than
February 15, 2007; and (b) the closing of the private placement by no later than
February 28, 2007.
The agreement has been amended to extend the closing date to as late as April
30, 2007 and would require increasing the number of shares issued to Innozen in
250,000 share increments up to 18,250,000 depending upon the ultimate closing
date of the private placement.
SECTION 9: FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01: FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired - No financial statements are
filed herewith. The Registrant shall file any required financial
statements by amendment hereto not later than 71 days after the date that
the Merger is consummated and the related initial report on Form 8-K must
be filed.
(b) Pro Forma Financial Information - Required proforma financial information
will be filed by amendment hereto not later than 71 days after the date
that the Merger is consummated and the related initial report on Form 8-K
must be filed.
(c) Exhibits -
Exhibit 10.1 Amendment to Agreement and Plan of Merger by and among
Healthsport, Inc., Innozen Acquisition Sub, Inc. and
Innozen, Inc.
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.
HEALTHSPORT, INC.
By /s/ Daniel J. Kelly
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Daniel J. Kelly, Chief Executive Officer
Date: March 19, 2007