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) - January 31, 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))
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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.
There is no relationship between the Company and Innozen.
Conditions precedent to each party's obligation to effect the Merger include the
Company and Innozen obtaining stockholder approval of the agreement and the
board of directors of each ratifying the execution and delivery of this
agreement. In addition, 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.
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 Agreement and Plan of Merger by and among
Healthsport, Inc., Innozen Acquisition Sub, Inc. and
Innozen, Inc. The Registrant has not filed the
exhibits to the Agreement and Plan of Merger on the
basis that these are not material for the purpose of
this filing; however, Registrant agrees to furnish
such documents to the Securities and Exchange
Commission upon request.
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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: FEBRUARY 6, 2007
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