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): ~~July~~February 1428, ~~2010~~2011

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

Registrant’s telephone number, including area code: (~~818~~805) ~~593~~822-~~4880~~5090

(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 15.0102. ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnBoard ~~July 14, 2010, HealthSport, Inc. (“HealthSport,” “we,” “our” or “us”) entered into amendments to the (i) merger~~Restructuring ~~agreement among HealthSport, Inc., HealthSport Subsidiary, LLC and Supplemental Manufacturing & Ingredients LLC (“SMI”)~~ dated May 21, 2010, (ii) the promissory note issued by SMI to HealthSport dated December 1, 2009 as amended March 19, 2010, and (iii) the pledge agreement between HealthSport and SMI dated December 1, 2009 as amended March 19, 2010. The amendment to the merger agreement extends the termination date of the merger agreement from July 15, 2010 to August 15, 2010 in order to provide more time for the parties to complete the negotiations of the proposed business combination and the negotiations to secure the $10 million financing. In accordance with the amendment to the merger agreement, we amended the promissory note and pledge agreement to provide that the due date for the $2.5 million payment due from SMI to HealthSport on July 15, 2010 is extended to August 15, 2010. The foregoing description of the terms of the amendments are qualified in their entirety by reference to the provisions of such amendments, which are included as exhibits to this Form 8-K and incorporated herein by reference.

~~Item~~On 9February 28, 2011, the Board of Directors of HealthSport, Inc.01 (“the Company”) implemented a board restructuring plan, providing for the resignation of certain directors and to provide open board seats for the Company to add new members more closely aligned with the Company’s focus on pharmaceutical manufacturing. ~~Financial~~The ~~Statements~~Company has received resignations, effective immediately, from each of the following directors: Alexander J. Buelna, Daniel J. Kelly, Neil Allen M.D., Robert S. Davidson and ~~Exhibits~~Matthew Burns. Mr. Robert S. Davidson continues to serve as the Company’s President.

Exhibit No.		Description
4.1		Second Amendment to Promissory Note issued by HealthSport, Inc. to Supplemental Manufacturing & Ingredients, LLC dated July 14, 2010
10.1		Amendment to Merger Agreement Among HealthSport, Inc., HealthSport Subsidiary, LLC and Supplemental Manufacturing & Ingredients, LLC dated July 14, 2010
10.2		Second Amendment to Pledge Agreement between HealthSport, Inc. and Supplemental Manufacturing & Ingredients dated July 14, 2010

In connection with the plan, the Board of Directors approved the immediate acceleration of the vesting of, and waived any restrictions on the exercise or vesting of, all outstanding and unvested options and restricted stock awards held by the resigning directors.

2The Board of Directors has begun the process of identifying qualified individuals which meet the Company’s corporate governance guidelines and anticipates making offers of board positions. The Company may also choose to offer an open board seat to a potential investor if required to secure a debt or equity financing transaction.

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: July 15, 2010	HealthSport, Inc.
	By:	/s/ Kevin Taheri
		Kevin Taheri Chief Executive Officer

Dated: March 4, 2011

3Healthsport, Inc.

By: /s/ Kevin Taheri
Kevin Taheri
Chief Executive Officer

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