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): ~~March~~May 1921, 2010

HEALTHSPORT, INC.
(Exact name of registrant as specified in its charter)


Delaware	000-23100	22-2649848
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


1620 Beacon Place Oxnard, California		93033
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (818) 593-4880

~~6429 Independence AvenueWoodland Hills, California 91367~~ (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:

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))

Item 1.01. Entry into a Material Definitive Agreement.

On ~~March~~May 1921, 2010, HealthSport, Inc. (“weHealthSport,” “uswe,” “our” or ~~the~~ “~~Company~~us”) entered into ~~amendments~~ toa ~~three~~merger ~~agreements~~agreement with Supplemental Manufacturing & Ingredients, LLC (“SMI”) ~~including (i) an~~pursuant ~~amendment~~ to ~~stock~~which ~~purchase~~we will combine with SMI if certain conditions are met. The merger agreement contemplates that, ~~(ii) an~~upon ~~amendment~~satisfaction toof ~~promissory~~closing ~~note~~conditions, SMI will merge with and ~~(iii) an~~into ~~amendment~~our tonewly ~~stock~~formed ~~pledge~~subsidiary ~~agreement~~HealthSport ~~(collectively~~Subsidiary, ~~the~~LLC (“~~Amendments~~HealthSport Subsidiary”). HealthSport Subsidiary will survive the merger. Immediately following the merger, HealthSport Subsidiary will be renamed Supplemental Manufacturing & Ingredients LLC. As consideration for HealthSport’s acquisition of SMI, HealthSport will issue to the members of SMI a total of 251,257,841 shares of our common stock.

The ~~Amendments~~closing ~~amend the terms~~ of the ~~stock~~merger ~~purchase~~ agreement, ~~promissory~~is ~~note~~contingent ~~and~~upon ~~stock pledge agreement (collectively,~~ the ~~“SMI~~satisfaction ~~Financing~~of ~~Agreements”)~~certain ~~that~~conditions, weincluding ~~entered into with~~ SMI in ~~connection~~obtaining ~~with~~a ~~the~~commitment ~~financing~~from ~~transaction~~a ~~between~~third usparty ~~and~~investor ~~SMI~~to ~~that~~invest ~~was completed on December~~$10 1,million ~~2009 (the~~in ~~“SMI~~HealthSport ~~Financing”).~~in Inexchange ~~connection~~for ~~with the SMI Financing, we issued 66,666,667~~ shares of our common stock inat ~~exchange~~a ~~for~~price ~~$10,000,000~~equal to or greater than $0.1521 per share. ~~The~~Such ~~purchase~~investment ~~price~~by ~~was~~a ~~paid~~third ~~with~~party amust close ~~cash~~concurrently ~~payment~~with ofor ~~$2,000,000~~immediately atfollowing the closing ~~and~~of the ~~issuance~~merger ofwith aSMI. ~~promissory~~We ~~note~~have ~~for~~the ~~$8,000,000~~right to beterminate the ~~paid~~merger inagreement ~~installment~~if ~~payments~~SMI ~~with~~is ~~the~~unable ~~last~~to ~~installment~~obtain ~~payment~~a tocommitment befrom ~~made~~a onthird ~~June 30,~~party ~~2010.~~investor ~~The payment~~to ~~obligations~~invest ~~under~~$10 million ~~the~~in HealthSport ~~promissory~~on ~~note~~the ~~are~~terms ~~secured~~set byforth ain ~~pledge~~the ofmerger ~~the~~agreement ~~shares~~by ofJuly 15, ~~our~~2010. ~~common stock~~There ~~and~~can ~~the~~be ~~shares~~no ~~are~~assurance tothat SMI will be ~~released~~able ~~from~~to ~~the~~obtain ~~pledge~~a ascommitment ~~payments~~from ~~are~~a ~~made~~third ~~under~~party ~~the~~investor ~~promissory note.~~to ~~The~~invest ~~SMI~~in ~~Financing~~HealthSport ison ~~described~~the interms ~~our~~set ~~reports~~forth onin ~~Form~~the merger ~~8-K~~agreement ~~filed~~or onat ~~November 10,~~all. ~~2009 and December 4~~Consequently, ~~2009.~~there ~~The~~can ~~SMI~~be ~~Financing~~no ~~Agreements~~assurance ~~are~~that ~~filed~~the asmerger ~~exhibits~~contemplated toby ~~our~~the ~~report~~merger agreement onor ~~Form~~any ~~8-K filed~~other onmerger ~~November 10,~~involving ~~2009~~HealthSport and ~~incorporated~~SMI ~~herein~~will bytake ~~reference~~place.

The ~~Amendments~~following ~~extend~~additional conditions to closing set forth in the ~~payment~~merger ~~terms~~agreement ~~under~~must either be satisfied or waived prior to closing: (i) HealthSport and SMI must deliver to the ~~promissory~~other ~~note~~party disclosure schedules and updates to such ~~September~~disclosure schedules. (ii) 15HealthSport and SMI, ~~2010~~each in its sole discretion, must be satisfied with the disclosure ~~exchange~~schedules ~~for~~provided ~~SMI~~by ~~committing~~the toother ~~provide~~party. ~~interim~~(iii) All ~~financing~~required consents enumerated under the merger agreement must have been obtained. (iv) The shares to ~~cover~~be ~~certain~~held by SMI immediately after the closing of ~~our~~the ~~operating~~merger ~~and~~(but prior to the closing of ~~capital~~the ~~expenses,~~third ~~and~~party ~~making~~investment acontemplated ~~portion~~by ofthe ~~its~~merger ~~payment~~agreement) ~~obligations~~must ~~recourse~~equal ~~obligations,~~84% asof the issued and outstanding common ~~discussed~~stock inof ~~more~~HealthSport. ~~detail~~(v) HealthSport ~~below~~shall be current with all filings required by the Securities and Exchange Commission.

~~Amendment~~If the merger agreement is consummated, certain agreements between HealthSport and SMI would be terminated including (i) the stock purchase agreement, as amended, between HealthSport and SMI dated November 6, 2009 (the “Stock Purchase Agreement”); (ii) the promissory note, as amended, issued by SMI to HealthSport on December 1, 2009 (the “Promissory Note”) in the original principal amount of $8,000,000 of which $2,550,000 has been paid to HealthSport for a total of $4,550,000 paid to HealthSport pursuant to the Stock Purchase Agreement; and (iii) the stock pledge agreement, as amended, between HealthSport and SMI dated December 1, 2009 (the “Stock Pledge Agreement”). 36,333,333 shares of our common stock issued in the name of SMI but held in escrow pursuant to the Stock Pledge Agreement will be returned to HealthSport and be cancelled. The issuance of the shares of common stock, the termination of the Stock Purchase Agreement and Stock Pledge Agreement and the cancellation of the Promissory Note and pledged shares are contingent upon and will be effective as of the time of the closing of the merger. Each of the Stock Purchase Agreement, Stock Pledge Agreement and Promissory Note and the amendments to such agreements are described more fully in and filed as exhibits to our current reports on Form 8-K filed with the Securities and Exchange Commission on November 10, 2009 and March 19, 2010.

The ~~amendment~~merger agreement also contains a “go shop” provision pursuant to ~~the~~which ~~promissory~~HealthSport ~~note~~is ~~amends~~permitted to solicit and negotiate a financing or strategic transaction with an alternative third party investor. If HealthSport identifies an alternative transaction that it prefers to enter into in lieu of the ~~schedule~~merger with SMI, HealthSport must provide SMI with written notice of its intent to conclude the ~~installment~~alternative ~~payments~~transaction. Pursuant to bethe asmerger agreement, SMI shall have ~~follows:~~the right to (i) conclude the merger contemplated by the merger agreement by satisfying all of the closing conditions under the merger agreement (including securing the third party investment) within ten (10) days of such notice or (ii) propose or negotiate an amendment or

Inmodification ~~addition, if prior~~ to ~~payment of~~ the ~~May 15,~~merger ~~2010~~agreement ~~installment~~or wean ~~have~~alternative ~~insufficient~~transaction. ~~funds~~If ~~to pay~~the ~~(i) our~~merger ~~accounts~~is ~~payable~~not asconcluded ofduring ~~March 19,~~this ten ~~2010,~~ (ii10) ~~any~~day ~~obligations~~period ~~incurred~~and in the ~~ordinary course~~parties ofare ~~business~~unable ~~after~~to ~~March 19,~~agree ~~2010~~upon oran ~~(iii) any~~amendment ~~payments~~or ~~due~~modification ~~related~~ to the ~~improvements~~merger toagreement, ~~our~~HealthSport ~~Oxnard~~may ~~plant,~~enter ~~SMI~~into isthe ~~obligated~~alternative totransaction. ~~advance~~If, ushowever, ~~sufficient~~the ~~funds~~alternative totransaction ~~make~~is ~~those~~subsequently ~~payments. SMI’s~~not ~~obligation~~closed towithin ~~made~~twenty ~~advances~~(20) days ~~for~~following ~~expense~~the ~~reimbursement~~end ~~under~~of ~~clause~~such ~~(i) and~~ten (ii10) ~~above~~day isperiod, ~~limited~~the tomerger agreement with SMI is anautomatically ~~aggregate~~reinstated. ofAny ~~$1,000,000~~alternative ~~and~~transaction ~~its~~must ~~obligation~~be ~~under~~approved ~~clause~~by ~~(iii) is~~all ~~limited~~of tothe anmembers ~~aggregate~~of HealthSport’s board of ~~$700,000~~directors. ~~Any~~HealthSport ~~such~~must ~~advance~~pay ~~payments~~a ~~will~~$500,000 betermination ~~credited~~fee ~~against~~to ~~the~~SMI ~~May 15,~~if ~~2010~~HealthSport ~~payment~~consummates ~~obligation under~~an ~~the~~alternate ~~promissory note~~transaction.

~~Finally,~~The ~~the~~parties ~~promissory~~may ~~note~~terminate ~~originally~~the ~~provided~~merger ~~that~~agreement ~~the~~by ~~payment~~mutual ~~obligations~~written ~~were non-recourse~~consent ~~and~~at ~~that~~any wetime ~~were~~prior ~~limited~~ to aclosing. HealthSport ~~foreclosure~~may ~~action~~terminate ~~pursuant to~~ the ~~pledge~~merger agreement ~~and removal~~if of (i) SMI’s ~~director~~breaches ~~appointees~~any ~~from~~material ~~our~~representation, ~~board~~warranty ofor ~~directors~~covenant ~~as our exclusive remedies for~~in ~~SMI’s~~the ~~breach~~merger ofagreement ~~its~~subject ~~obligations~~to ~~under~~a ~~the~~thirty ~~promissory~~(30) day ~~note.~~cure ~~Consequently~~period, (ii) if SMI ~~failed~~has tonot ~~make~~obtained a ~~payment~~ ~~under~~commitment ~~the~~for ~~promissory note, we could recover~~ the ~~common stock from the stock pledge~~third ~~agreement,~~party ~~but~~investment ~~could~~or ~~not~~(iii) if ~~sue SMI to collect~~ the ~~payment~~closing ~~due.~~has ~~The~~not ~~amendment~~occurred toon ~~the~~or ~~promissory~~before ~~note modifies Section~~July 1015, to2010. ~~provide that if~~ SMI ~~fails~~may toterminate ~~make a scheduled payment under~~ the ~~promissory~~merger ~~note~~agreement ~~and~~if ~~such~~(i) HealthSport ~~failure~~or ~~continues~~HealthSport ~~for~~Subsidiary abreaches ~~period~~any ofmaterial ~~two~~representation, ~~days~~warranty ~~then~~or ~~SMI~~covenant ~~is obligated to pay us an amount~~ in ~~cash so that~~ the ~~amount~~merger ofagreement ~~money~~subject ~~available in our corporate bank account equals $500,000. The obligation~~ to ~~pay up to $500,000 is~~ a ~~recourse~~thirty ~~obligation~~(30) day ~~and~~cure weperiod ~~can~~or ~~bring~~(ii) if ~~an action to collect~~ the ~~payment~~ ~~due.~~closing ~~Upon~~has ~~payment,~~not ~~SMI~~occurred ~~would~~on beor ~~entitled~~before ~~to a release of shares from the stock pledge~~July ~~agreement at the rate of $0.~~15, ~~per share~~2010. ~~The purpose of this provision is to provide us with~~ ~~capital to continue operations while we seek additional needed capital.~~

~~Amendment~~SMI beneficially owns approximately 55% of our outstanding common stock. Kevin Taheri, our chief executive officer, beneficially owns approximately 45% of SMI. Ferrel Raskin, a member of our board of directors, beneficially owns approximately 10% of SMI. Pursuant to the Stock Purchase Agreement, SMI has designated four of the seven members of our board of directors. We also hold the Promissory Note in the original principal amount of $8,000,000. Pursuant to the Stock Purchase Agreement and the Stock Pledge Agreement, 36,333,333 shares of our common stock sold under the Stock Purchase Agreement to SMI are issued in the name of SMI but being held in escrow to be released to SMI as SMI makes installment payments under the Promissory Note. As described above, these 36,333,333 pledged shares are subject to cancellation if the merger with SMI is consummated.

~~The~~Our ~~amendment~~board toof ~~the~~directors ~~stock~~unanimously ~~pledge~~approved ~~agreement conforms~~ the ~~share~~execution ~~release provisions to coincide with the new payment terms under the promissory note,~~ and ~~amends~~delivery ~~the non-recourse debt provisions to conform to the limited recourse obligations under Section 10~~ of the ~~Note~~merger agreement.

~~Amendment~~The foregoing description of the terms of the merger agreement are qualified in their entirety by reference to ~~SMI~~the provisions ~~Stock~~of ~~Purchase~~the ~~Agreement~~merger agreement, which is included as Exhibit 10.1 to this Form 8-K and incorporated by reference.

~~The~~Item ~~amendment to the stock purchase agreement confers upon SMI certain additional rights to negotiate and compromise our obligations to vendors and debt holders, subject to certain guidelines~~3.02. ~~The~~Unregistered ~~amount~~Sales of ~~any~~Equity payments that SMI makes pursuant to this right will be credited to its payment obligations under the promissory note and shares of our common stock will be released from the stock pledge agreement at the rate of $0.15 per share. Securities

The ~~amendment~~information ~~also~~provided ~~adds~~in aresponse ~~provision~~ to ~~the~~Item 1.01 ~~stock~~of ~~purchase~~this ~~agreement~~report ~~requiring~~is ~~SMI~~incorporated toby ~~provide consulting~~reference ~~services~~into tothis usItem 3.02. In in connection with the ~~improvements~~merger toof ~~and~~SMI ~~cGMP~~with ~~certifications~~and ~~for~~into our ~~Oxnard~~ ~~plant.~~subsidiary ~~SMI~~HealthSport ~~will~~Subsidiary, ~~receive~~if ~~compensation~~such ~~for~~merger ~~the consulting services in amounts that are~~is ~~pre-approved~~consummated, bywe ~~our~~will ~~CEO~~issue ~~and~~a ~~President~~total ~~and~~of to251,257,841 ~~be paid in cash or~~ shares of our common stock ~~valued at~~to the ~~rate~~members of $0SMI.15 ~~per~~Such ~~share.~~shares ~~In the event that SMI’s designees fail to constitute a majority of~~are ~~our~~intended ~~board of directors for any reason, SMI shall have a right~~ to ~~payment~~be ofissued ~~all unpaid consulting fees~~ in ~~cash~~a ~~and~~private ~~repayment~~placement ~~of any expenses advanced for construction of the Oxnard facility~~ under ~~the~~ ~~promissory note~~ Section 4(~~as described above~~2). Inof the ~~event~~Securities ofAct ~~such~~and/or aRule 506 ~~demand,~~of ~~we have agreed to~~Regulation D ~~promptly~~under ~~deliver~~the aSecurities ~~short~~Act. ~~term~~The ~~promissory~~three ~~note~~members toof SMI ~~evidencing~~meet ~~our repayment obligation. Payments under~~ the ~~short-term~~accredited ~~note~~investor ~~shall~~definition ~~start~~of noRule 501 ~~earlier~~of ~~than four months after SMI makes demand for~~the ~~payment~~Securities Act. WeThe ~~have~~offering ~~agreed~~was tonot ~~secure~~conducted ~~our~~in ~~payment~~connection ~~obligation under the short term note~~ with a ~~lien~~public ~~on all~~offering ofand ~~our~~no ~~assets~~public ~~subject~~solicitation ~~to senior security interests. To the extent that we have previously~~or ~~released~~advertisement ~~shares~~was ofmade ~~common~~or ~~stock~~relied toupon ~~SMI~~by ~~from~~ the ~~stock~~investor ~~pledge~~in ~~agreement~~connection onwith the ~~basis of expenses~~offering. ~~advanced for our Oxnard facility, SMI will reconvey any such released shares to us for~~ ~~cancellation.~~

~~Finally,~~Item ~~the~~9.01. ~~amendment~~Financial toStatements ~~the~~and stock purchase agreement extends certain dates in connection with provisions in the stock purchase agreement related to possible future issuances of shares to SMI under the stock purchase agreement as follows: Exhibits.

• We are required to issue additional shares of our common stock to SMI so that SMI maintains a 55% ownership stake in the aggregate of (i) those shares outstanding as of the date of the SMI Financing, (ii) any shares issued to SMI due to certain undisclosed liabilities that are described in the stock purchase agreement and (iii) any shares issued to third parties from the exercise of options, warrants or other derivative securities that were either outstanding or reserved for issuance as of the date the SMI Financing closed. The time period of our obligation to issue such shares to SMI was extended by the amendment to the stock purchase agreement from June 30, 2011 to September 15, 2011. • We are required to issue additional shares of our common stock to SMI in the event we have certain undisclosed liabilities that are described in the stock purchase agreement. We are required to issue shares to SMI in the event of an undisclosed liability in an amount equal to 55% of such undisclosed liability multiplied by $0.15. The time period of our obligation to issue such shares to SMI was extended by the amendment to the stock purchase agreement from June 30, 2010 to September 15, 2010. • If on September 15, 2010 the shares issued under the stock purchase agreement together with any shares issued to SMI pursuant to either of the provisions summarized in the two bullet points immediately above equal less than 55% of our outstanding common stock, then SMI has the right to purchase the number of shares of our Common Stock so that SMI owns 55% of the shares outstanding of our common stock outstanding as of September 15, 2010 (the “Option”). The measuring date with respect to the Option was changed by the amendment to the stock purchase agreement from June 30, 2010 to September 15, 2010. The date the Option expires was also extended by the amendment to the stock purchase agreement from August 31, 2010 to November 30, 2010.


Exhibit No.		Description
10.1		Merger Agreement Among HealthSport, Inc., HealthSport Subsidiary, LLC and Supplemental Manufacturing & Ingredients LLC dated May 21, 2010

~~Item 1.02. Termination of a Material Definitive Agreement.~~SIGNATURES

OnPursuant ~~March 22,~~to ~~2010,~~the werequirements ~~sent~~of athe ~~letter~~Securities toExchange T.Act ~~Lynn~~of ~~Mitchell Companies~~1934, ~~LLC announcing our intent to terminate~~ the ~~Exclusive~~registrant ~~Distributor~~has /duly ~~Reseller~~caused ~~Network~~this ~~Marketing~~report ~~Agreement between us and T.~~to ~~Lynn~~be ~~Mitchell~~signed ~~Companies,~~on ~~LLC~~its ~~dated~~behalf ~~September 11,~~by ~~2008 (~~the ~~“Reseller~~undersigned ~~Agreement”) for~~hereunto ~~non-performance~~duly ~~and material breach~~authorized. ~~The Reseller Agreement provided that T. Lynn Mitchell Companies, LLC would act as a~~ ~~distributor and reseller of our products.~~

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


Dated: May 24, 2010	Healthsport, Inc.
	By:	/s/ Kevin Taheri
		Kevin Taheri Chief Executive Officer

On March 19, 2010, our board of directors appointed Mark Udell to serve as our chief accounting officer and to serve as our principal financial officer until a replacement chief financial officer can be selected.

Mr. Udell, age 33, is a certified public accountant and has served as the controller of our subsidiary, InnoZen, Inc., since October 2007. Prior to joining InnoZen, Mr. Udell was an accounting manager at Green Hasson & Janks, LLP in Los Angeles, California, where he worked in the firm’s auditing practice group for over six years. Mr. Udell became a certified public accountant in 2001 and received his B.A. in Business Economics with a concentration in accounting from the University of California, Santa Barbara in 1999.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
	4.1	Amendment to Promissory Note by and between the Company and SMI dated March 19, 2010
	10.1	Amendment to Stock Purchase Agreement by and between the Company and SMI dated March 19, 2010
	10.2	Amendment to Stock Pledge Agreement by and between the Company and SMI dated March 19, 2010

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.

Dated: March 25, 2010	Healthsport, Inc.
	By:	/s/ Kevin Taheri
		Kevin Taheri
		Chief Executive Officer

Filing Compare · Healthsport, Inc.