UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
[ ] Preliminary Information Statement [ ] Confidential for Use of the
Commission Only (as permitted
[X] Definitive Information Statement by Rule 14c-5(d)(2)
HEALTHSPORT, INC.
(Name of Registrant As Specified In Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
number, or the Form of Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration No.:
3) Filing Party:
4) Date Filed:
THIS INFORMATION STATEMENT IS BEING PROVIDED TO
YOU BY THE BOARD OF DIRECTORS OF THE COMPANY
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
HEALTHSPORT, INC.
3930 GLADE ROAD
SUITE 108-200
COLLEYVILLE, TX 75205
INFORMATION STATEMENT
_________________________
This Information Statement is furnished by the Board of Directors of
Healthsport, Inc., a Delaware corporation (the "Company"), to the holders of
record at the close of business on September 11, 2006 ("Record Date") that were
not solicited by the Company, of the Company's outstanding common voting stock,
par value $0.001 per share ("Common Stock") pursuant to Rule 14c-2 promulgated
under the Securities Exchange Act of 1934, as amended ("Exchange Act").
This information statement is furnished in connection with the taking
of corporate action without a meeting by less than unanimous written consent of
stockholders. David Roberts, Trustee, Charles W. Clark, William C. Morris, Clay
Cooley and Ronald Williams, as record holders, of 623,126 shares of common
stock, par value $.001 per share (the "Common Stock"), of Healthsport, Inc.
("HSI"), a Delaware Corporation is entitled to vote such shares or approximately
50.16% of the outstanding capital stock of HSI. On September 11, 2006, Messrs.
David Roberts, Trustee, Charles W. Clark, William C. Morris, Clay Cooley and
Ronald Williams (the "Voting Shareholders") approved the following:
(1) To elect three (3) members to the Company's Board of Directors
to hold office until the Company's Annual Meeting of
Shareholders in 2007 or until their successors are duly
elected and qualified;
(2) To ratify the appointment of Creason & Associates, P.L.L.C. as
the Company's independent certified public account for the
fiscal year ending December 31, 2006.
CONSENTING SHAREHOLDERS
As of September 11, 2006, the Company had 1,242,288 issued and outstanding
shares of Common Stock of which is entitled to one vote on any matter brought to
a vote of the Company's stockholders. By written consent in lieu of a meeting,
dated September 11, 2006, by the majority of stockholders:
On September 11, 2006, the following Consenting Shareholders, who
collectively own 623,126 shares, or 50.16% of our common stock, consented in
writing to the actions listed above:
NAME OF CONSENTING SHAREHOLDER SHARES ELIGIBLE PERCENT
------------------------------ --------------- -------
David Roberts 500,000 40.25%
Charles W. Clark 15,000 1.21%
William C. Morris 65,000 5.23%
Ronald Williams 23,126 1.86%
Clay Cooley 20,000 1.61%
------ ------
Total 623,126 50.16%
We are not seeking written consent from any of our other shareholders, and they
will not be given an opportunity to vote with respect to these actions, since
all necessary corporate approval has been obtained.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table indicates all persons who, as of September 11, 2006, the
most recent practicable date, are known by the Company to own beneficially more
than 5% of any class of the Company's voting securities and all directors of the
Company and all officers not directors of the Company as a group.
AMOUNT AND
NAME & ADDRESS OF NATURE OF % OF
TITLE OF CLASS BENEFICIAL OWNER BENEFICIAL OWNER CLASS
-------------- ---------------- ---------------- -----
Common Stock David Roberts, Trustee 500,000 40.25 %
Par value $.001 124 Duck Pond Road
Columbia, SC 29223
Common Stock Ross Silvey -0- < 1%
Par value $.001 11005 Anderson Mill Road
Austin, TX 78750
Common Stock Jason Freeman -0- < 1%
Par value $.001 5700 West Plano, #1000
Plano, TX 75093
Common Stock Hank Durschlag 8,870 < 1 %
Par value $.001 5403 McChesney Dr.
Charlotte, NC 28269
Common Stock All Officers and Directors 8,870 < 1 %
as a group
ELECTION OF DIRECTORS
The following table sets forth certain information with respect to persons
elected to the Board of Directors of the Company:
NAME AGE POSITION
---- --- --------
Ross Silvey 75 Director, Acting President
Jason Freeman 31 Director
Hank Durschlag 43 Director
BUSINESS EXPERIENCE OF CURRENT DIRECTORS AND OFFICERS
AT SEPTEMBER 2006
ROSS SILVEY has owned and operated franchised automobile businesses, finance
companies and insurance for over 30 years. He has taught as an adjunct or
full-time professor most of the courses in the upper division and MBA programs
at Tulsa University, Oral Roberts University, Langston University, and Southern
Nazarene University. He received a Master's of Business Administration Degree
from Harvard Business School. He has also received a Ph.D. Degree from the
Walden Institute of Advanced Studies. Mr. Silvey also serves on the Board of
Directors of Global Beverage Solutions, Inc. and Chanticleer Holdings, Inc.
JASON FREEMAN is the owner and President of Routh Stock Transfer, Inc.. He has
been instrumental in assisting with investor relations development,
business/marketing plan development and strategic business planning for private
and public companies. He also has 7 years experience with marketing and
management in the retail industry. Mr Freeman has also consulted with various
companies, both public and private, on ways to be more efficient in their use of
capital and manpower, assisting management and sales staff in mapping out plans
and strategies for companies to reach specific goals and thresholds. Mr. Freeman
graduated from Texas A&M at Commerce in 1998. Mr. Freeman also serves as
President and a member of the Board of Directors of Saguaro Holdings, Inc.
HANK DURSCHLAG has extensive experience in the fields of healthcare and sports
medicine, with specific emphasis on novel drug delivery systems. He initiated
the development of the company's electrolyte strip, through his relationship
with Duke University Sports Medicine and the The Mike Krzyzewski Human
Performance Laboratory. He is a principle partner in GlucoTec, Inc., a
Greenville, SC-based developer and manufacturer of software related to
intravenous dosing of medication and other fluids used to manage hypoglycemia
and hyperglycemia in acute care settings. Mr. Durschlag received a Bachelor's
Degree from California University of Pennsylvania and a Master's Degree in
Business Administration from Clemson University.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires that
the Company directors and executive officers, and persons who own more ten
percent (10%) of the Company's outstanding common stock, file with the
Securities and Exchange Commission (the "Commission") initial reports of
ownership and reports of changes in ownership of Common Stock. Such persons are
required by the Commission to furnish the Company with copies of all such
reports they file. To the Company's knowledge, based solely on a review of the
copies of such reports furnished to the Company and written representation, all
of the Section 16 (a) filing requirements applicable to its officers, directors
and greater than 10% beneficial owners have not been satisfied.
II. RATIFICATION OF AUDITORS
The Board of Directors has appointed Creason & Associates, P.L.L.C. as the
Company's independent public accountants for the fiscal year ending December 31,
2006. Creason & Associates, P.L.L.C. was the independent public auditor of the
Company for the fiscal year ended 2005 and 2004.
MATERIAL INCORPORATED BY REFERENCE
The Company's Annual Report on Form 10-KSB for the year ended December 31, 2005,
and the Company's Unaudited Quarterly Reports on Form 10-QSB for the periods
ended March 31, 2006 and June 30, 2006, are incorporated by reference.
SIGNATURE
Pursuant to the requirements of the Exchange Act of 1934, as amended, the
Company has duly caused this Information Statement to be signed on its behalf by
the undersigned hereunto authorized.
By Order of the Board of Directors
/s/ Ross Silvey
---------------
Ross Silvey
Acting President
September 12, 2006