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 20~~April 28, ~~2005~~2006

Dynamic Health Products, Inc.

(Exact name of registrant as specified in its charter)

Florida

0-23031

34-1711778

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)


12399 Belcher Road South, Suite 140, Largo, Florida		33773
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (727) 683-0670

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 (see General Instruction A.2. below)~~:

¨	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))

~~ITEM 7~~Item 1.01 ~~Regulation~~Entry FDInto ~~Disclosure~~a ~~(information~~Material ~~furnished~~Definitive ~~under~~Agreement; ~~Item 12, “Results of Operations and Financial Condition”).~~

~~The information contained in this Current Report is intended to be furnished under~~ Item ~~12, “Results of Operations and Financial Condition,” and is provided under Item 9 pursuant to interim guidance issued by the Securities and Exchange Commission in Release Nos~~ 3.02 ~~33-8216 and~~Unregistered ~~34-47583.~~Sales ~~As such, the information hereunder shall not be deemed to be “filed” for the purposes~~ of ~~Section~~Equity ~~18 of the~~ Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by reference in such a filing.

AOn ~~copy~~April 28, of2006, ~~the press release issued by~~ Dynamic Health Products, Inc. on(the ~~July 20,~~“Company”) ~~2005,~~entered ~~announcing~~into ~~its~~an ~~results~~agreement ofwith ~~operations~~Laurus ~~for~~Master ~~the~~Funds, ~~fiscal~~Ltd, ~~year~~a ~~ended~~Cayman ~~March~~Islands ~~31,~~corporation ~~2005~~(“Laurus”), ispursuant ~~filed~~to ~~herewith~~which asthe ~~Exhibit~~Company ~~99.1~~modified ~~and~~earlier agreements isamong ~~incorporated~~the ~~herein~~parties by(the ~~reference~~“Postponement and Amendment Agreement”).

~~ITEM~~On ~~9.01~~September 30, ~~Financial~~2004, ~~Statements~~the Company entered into a Securities Purchase Agreement with Laurus whereby the Company completed the sale to Laurus of a secured convertible note in the principal amount of $6,000,000 (the “Term Note”) and ~~Exhibits~~a common stock purchase warrant to purchase 1,375,000 shares of the Company’s common stock. On March 29, 2005, the Company entered into agreements with Laurus pursuant to which the Company sold:

~~(c)~~• ~~Exhibits.~~A ~~The~~secured ~~following~~convertible ~~documents~~minimum ~~are~~borrowing ~~filed~~note aswith ~~exhibits~~a toprincipal ~~this~~amount ~~report:~~of $2,000,000;

~~99.1~~• ~~Press~~A ~~release~~secured ~~issued~~revolving onnote ~~July~~with 20a principal amount not to exceed $4,000,000 ~~2005.~~(the “Revolving Note”); and

•

A common stock purchase warrant to purchase 750,000 shares of common stock of the Company.

The Postponement and Amendment Agreement provides for the following:

•

Principal payments under the Term Note are reduced by $137,500 per month for the eight months commencing May 2006, all of which shall be paid on the maturity date of the Term Note;

•

The Company’s obligation to repay overadvances of up to $1,721,000 under the Revolving Note shall be suspended for a period of eight months;

•

All of the common stock purchase warrants issued to Laurus in connection with the September 2004 and March 2005 agreements are cancelled in their entirety;

•

In connection with the foregoing, the Company issued an aggregate of 425,000 shares of the Company’s common stock to Laurus.

In connection with the Postponement and Amendment Agreement, the Company also executed restated promissory notes in favor of Laurus and an amended and restated registration rights agreement (the “Restated Registration Rights Agreement”). Pursuant to the Restated Registration Rights Agreement, the Company agreed to file a registration statement by June 30, 2006, covering the resale of the securities issued or issuable to Laurus. The Company is obligated to have such registration statement declared effective by September 30, 2006, but there are no stated penalties for failure to meet such deadline.

Item 9.01 Financial Statements and Exhibits.

(a)	Financial statements of businesses acquired.

Not applicable.

(b)	Pro forma financial information.

Not applicable.

(c)	Exhibits. The following documents are filed as exhibits to this report.


Exhibit Number		Description

4.1		Postponement and Amendment Agreement, dated as of April 28, 2006, by and among Laurus Master Fund, Ltd., Dynamic Health Products, Inc. and Subsidiary

4.2		Amended and Restated Secured Revolving Note issued to Laurus Master Fund, Ltd., effective March 29, 2005.

4.3		Amended and Restated Secured Convertible Minimum Borrowing Note issued to Laurus Master Fund, Ltd., effective March 29, 2005.

4.4		Amended and Restated Secured Convertible Term Note issued to Laurus Master Fund, Ltd., effective September 30, 2004.

4.5		Amended and Restated Registration Rights Agreement, restated as of April 28, 2006, by and between Laurus Master Fund, Ltd. and Dynamic Health Products, 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.

	~~DYNAMIC HEALTH PRODUCTS, INC.~~	DYNAMIC HEALTH PRODUCTS, INC.
Date: July 20, 2005	/s/ Mandeep K. Taneja
Date: May 3, 2006		/s/ Mandeep K. Taneja
	Mandeep K. Taneja, Chief Executive Officer
		Mandeep K. Taneja,
	/s/ Cani I. Shuman
		Chief Executive Officer
	Cani I. Shuman, Chief Financial Officer
		/s/ Cani I. Shuman
		Cani I. Shuman,
		Chief Financial Officer

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