SECURITIES AND EXCHANGE COMMISSION

UNITED STATES 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): September 19, 2007

AMS HEALTH SCIENCES, INC. (Exact name of registrant as specified in its charter)
OKLAHOMA (State or other jurisdiction of incorporation)		001−13343 (Commission File Number)		73-1323256 (I.R.S. Employer Identification No.)

711 NE 39th Street, Oklahoma City, OK (Address of principal executive offices)			73105 (Zip Code)
Registrant’s telephone number, including area code: (405) 842-0131

Not Applicable (Former name or former address, if changed since last report.)

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 240.13a-4(c))

~~WASHINGTON, D~~Item 3.C.01 ~~20549~~Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~FORM~~On September 19, 2007, AMS Health Sciences, Inc. (“AMS” or the “Company”) commenced quotation on the OTC Bulletin Board (“OTCBB”) under the symbol AMSI, following the suspension of trading on the same day by the American Stock Exchange (“Amex”) of the Company’s common stock under the Amex ticker symbol “AMM.” The move followed the Company’s receipt of a written notice from the Staff of the Amex advising that an Amex hearing panel had affirmed the Staff’s determination to delist the Company’s common stock from the Amex (previously reported on the Company’s Form 8-K filed July 19, 2007), based on the Company’s noncompliance with certain Amex listing standards, in that:

~~CURRENT REPORT~~· AMS had stockholders’ equity of less than $2 million and had sustained losses from continuing operations and net losses in two of its three most recent fiscal years, as a result of which AMS was not in compliance with Section 1003(a)(i) of the Amex Company Guide;

~~Pursuant to~~· ~~Section~~AMS 13had orstockholders’ ~~15(d)~~equity of ~~the~~less ~~Securities~~than ~~Exchange~~$4 ~~Act~~million and had sustained losses from continuing operations and net losses in three of ~~1934~~its four most recent fiscal years, as a result of which AMS was not in compliance with Section 1003(a)(ii) of the Amex Company Guide;

~~Date~~ · AMS had stockholders’ equity of ~~Report:~~ ~~June~~less 28than $6 million and had sustained losses from continuing operations and net losses in its five most recent fiscal years, ~~2006~~as a result of which AMS was not in compliance with Section 1003(a)(iii) of the Amex Company Guide.

The notice provided that the Amex (~~Date~~1) would suspend trading in the Company’s common stock as soon as practicable, i.e., after the 15 calendar-day period following the September 4, 2007 date of the written notice, during which the Company ~~earliest~~ could file ~~event~~a ~~report~~written appeal of the hearing panel’s decision, and (2): would file as soon as practicable an application with the Securities and Exchange Commission (“SEC”) to strike the Company’s common stock from listing and registration on the Amex. On September 19, 2007, before the market open, the Amex suspended trading on the exchange of the Company’s common stock under the ticker symbol “AMM.” At the market open on such date, the Company’s common stock commenced quotation on the OTCBB under the symbol “AMSI.” The Amex’s filing of a delisting application with the SEC, when it occurs, is not expected to affect the quotation of the Company’s common stock on the OTCBB.

~~AMS~~Item ~~HEALTH SCIENCES, INC~~ 8.01. Other Events.

~~(Exact~~Upon ~~Name~~ delisting of ~~Small~~our ~~Business~~securities ~~Issuer~~from asAmex, ~~Specified~~the infollowing ~~its~~additional ~~Charter)~~consequences may occur:

OKLAHOMA	001-13343	73-1323256
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification Number)

Certain institutional investors have policies against investments in bulletin board companies and other investors may refrain from purchasing AMS’s securities because they are no longer listed on a national securities exchange; and/or

~~711~~· NEAMS’s ~~39th~~ability ~~Street,~~to ~~Oklahoma~~sell ~~City,~~its OKequity ~~73105~~and ~~(Address~~debt ofsecurities ~~Principal~~in ~~Executive~~direct ~~Offices)~~or ~~(Zip~~underwritten ~~Code)~~offerings will be more limited in numerous states because it will no longer benefit from state exemptions from registration based upon its listing on the Amex.

~~Issuer~~This report contains forward-looking statements that can be identified by such terminology such as “believes,” “expects,” “potential,” “plans,” “suggests,” “may,” “should,” “could,” “intends,” or similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results to be materially different from any future results, performance or achievements expressed or implied by such statements. In particular, management’s expectations regarding the ~~telephone~~ Company’s ~~number~~ability to continue having its common stock quoted on the OTCBB following the Amex’s filing of a delisting application with the SEC could be affected by, ~~including~~among ~~area~~other ~~code:~~things, ~~(405)~~compliance ~~842~~with applicable quotation requirements of the OTCBB. Forward-~~0131~~looking statements speak only as to the date they are made. The Company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made.

~~Check~~On ~~the appropriate~~ September ~~box~~19, ~~below~~2007, if the ~~Form~~Company ~~8-K~~issued ~~filing~~a ispress ~~intended~~release toannouncing ~~simultaneously satisfy~~ the ~~filing~~matters discussed ~~obligation~~above. A copy of ~~the~~that ~~registrant~~press ~~under~~release ~~any~~is offurnished ~~the~~as ~~following~~Exhibit ~~provisions:~~ 99.1 to this Current Report on Form 8-K.

[Item ]9.01 ~~Written~~Financial ~~communications~~Statements ~~pursuant~~and ~~to Rule 425 under the Securities Act (17 CFR 230~~Exhibits.~~425)~~

~~[ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))~~Exhibits:

[99.1 Press Release ]dated ~~Pre-commencement~~September ~~communications~~19, ~~pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240~~2007.~~14d-2(b))~~

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Information to be Included in the Report

ITEM 1.01. Entry into a Material Definitive Agreement.

On June 28, 2006, AMS Health Sciences, Inc. (the “Company”) entered into a Securities Purchase Agreement (“Securities Purchase Agreement”) with Laurus Master Fund, LTD (“Laurus”) pursuant to which the Company issued and Laurus Purchased a Secured Convertible Term Note in the aggregate principal amount of $2,000,000 (the “Note”). The Note bears interest at a per annum rate equal to the prime rate (as published in the Wall Street Journal from time to time) plus three percent (3.0%); provided, however that the interest rate may not be less than ten percent (10.0%). Interest payments are due monthly beginning July 1, 2006. Principal payments in the amount of $83,333.33 are due monthly beginning July 1, 2007. The final maturity date of the Note is June 28, 2009 (the “Maturity Date”).

Laurus is required to convert the monthly payments of interest and/or principal (the “Monthly Amount”) due on the Note into shares of the Company’s common stock if (i) the average closing price of the Company’s common stock for the five (5) days preceding the payment date is greater than or equal to 115% of the Fixed Conversion Price (defined below) and (ii) the amount of such conversion does not exceed twenty five percent (25%) of the aggregate dollar trading volume of the Company’s common stock for the period of twenty-two trading days immediately preceding such payment date. If subsection (i) above is met but subsection (ii) above is not met as to the entire Monthly Amount, then Laurus is required to convert on such part of the Monthly Amount that meets the criteria of subsection (ii). The Fixed Conversion Price of the Note is $0.51, which is equal to the average closing price of the Company’s common stock for the ten (10) trading days immediately prior to the date the Note was issued.

Laurus has the option to convert any portion of the outstanding principal amount and/or accrued interest and fees and expenses payable into shares of the Company’s common stock at the Fixed Conversion Price. Laurus cannot optionally convert payments due under the Note into shares of the Company’s common stock, if such conversion would result in Laurus or its affiliates owning more than 4.99% of the Company’s common stock. This prohibition on Laurus’ ability to optionally convert amounts due under the Note into shares of the Company’s common stock may be waived by Laurus and becomes null and void upon (i) the occurrence and during the continuance of an event of default, and (ii) receipt of a notice of Optional Redemption (defined below) from the Company.

The Company can prepay the Note (an “Optional Redemption”) by paying Laurus (i) 125% of the principal amount outstanding if the Optional Redemption occurs prior to the June 28, 2007, (ii) 120% of the principal amount outstanding if the Optional Redemption occurs after June 28, 2007 and prior to the June 28, 2008, and (iii) 115% of the principal amount outstanding if the Optional Redemption occurs after June 28, 2008 and prior to the Maturity Date.

The Company’s obligations under the Note are secured by all of the Company’s assets, including its shares of AMS Manufacturing, Inc. and by all of AMS Manufacturing’s assets including its shares of Heartland Cup, Inc. Additionally, the Company’s obligations under the Note are guaranteed by AMS Manufacturing.

Following the occurrence and continuance of an event of default by the Company (an “Event of Default”), the Company is required to pay additional default interest in the amount of seven percent (7%) per annum on the outstanding principal balance of the Note. Additionally, upon an Event of Default, Laurus may (i) demand repayment in full all the obligations and liabilities owing by the Company to Laurus under the Note, the Securities Purchase Agreement or any other agreements contemplated thereunder, and/or (ii) may elect to require the Company to make a default payment equal to 110% of the outstanding principal amount of the Note plus accrued and unpaid interest, all other fees then remaining unpaid, and all other amounts due and payable under the Note.

So long as at least twenty-five percent (25%) of the principal amount of the Note remains outstanding, the Company and its subsidiaries are subject to restrictions related to:

1. The declaration of dividends;

2. The issuance of preferred stock;

3. The redemption of preferred stock or other equity interests;

4. The liquidation, dissolution or the material reorganization of the Company or its subsidiaries (other than Heartland);

5. The ability of the Company to become subject to agreements restricting the ability of it or its subsidiaries (other than Heartland) from performing their obligations under the Securities Purchase Agreement or any agreement contemplated thereunder;

6. The ability of the Company to materially alter or change the scope of its business;

7. The Company’ ability to incur debt;

8. The Company’s ability to forgive indebtedness;

9. The Company’s ability to guarantee obligations of others; and

10. The Company’s ability to create or acquired subsidiaries.

In connection with the issuance of the Note, the Company issued Laurus a common stock purchase warrant (the “Warrant”) granting Laurus the right to purchase 2,272,727 shares of the Company’s common stock at an exercise price of $0.53.

The Company has also agreed to file a registration statement with the Securities and Exchange Commission covering the shares of the Company’s common stock issuable upon conversion of the Note and exercise of the Warrant.

Additionally, the Company granted Laurus a financing right of first refusal to provide any Additional Financing to the Company. “Additional Financing” means any incurrence of additional indebtedness and/or the sale or issuance of any equity interests of the Company or any of its subsidiaries.

Item 9.01. Financial Statements and Exhibits

99.1 Press release dated July 5, 2006

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned ~~hereto~~ hereunto duly authorized.

	~~AMS HEALTH SCIENCES, INC.~~	AMS HEALTH SCIENCES, INC.
	/S/ ROBIN L. JACOB
		(Registrant)
	By: Robin L. Jacob
Date: September 21, 2007	By:	/s/ Robin L. Jacob
Date: July 5, 2006	Vice President and Chief Financial Officer
		Robin L. Jacob
		Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description	Method of Filing
Exhibit Number		Exhibit Description
99.1	Press release dated July 5, 2006	Filed herewith electronically
99.1*		Press Release dated September 19, 2007.

* Filed herewith.

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