UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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FORM
8-K
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CURRENT
REPORT
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Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
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Date
of Report (date of earliest event reported): September 26,
2007
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AMS
HEALTH SCIENCES, INC.
(Exact
name of registrant as specified in its charter)
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OKLAHOMA
(State
or other jurisdiction of incorporation)
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001−13343
(Commission
File Number)
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73-1323256
(I.R.S.
Employer Identification No.)
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711
NE 39th Street,
Oklahoma City, OK
(Address
of principal executive offices)
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73105
(Zip
Code)
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Registrant’s
telephone number, including area
code: (405)
842-0131
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Not
Applicable
(Former
name or former address, if changed since last report.)
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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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13a-4(c))
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Item
1.01
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Entry
(Amendment) of a Material Definitive
Agreement.
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(1)
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The
Company could defer a portion of the principal amount otherwise
due in
each of the four months commencing with the October 2007 payment
due under
the Term Note and ending with the January 2008 payment, such that
the
principal payment payable to Laurus for each of the four month
shall be
$15,000, rather than $83,333.33 as originally provided in the Term
Note
(the “Regular Monthly Amount”). The aggregate amount of the
deferred principal must be paid in full on the Maturity Date (as
defined
in the Term Note), together with all accrued and unpaid interest
thereon
and all other amounts due and payable on the Maturity Date under
the Term
Note, the Purchase Agreement and the other Related Agreements referred
to
in the Purchase Agreement. The Regular Monthly Amount payments
shall resume pursuant to the Term Note with the payment due on
February 1,
2008.
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(2)
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The
exercise price of the Warrant was reduced from $0.53 per share
to $0.20
per share.
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(3)
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The
prepayment premium described in Section 2.3 of the Term Note otherwise
applicable to all optional prepayments of principal under the Term
Note
was amended to be defined as 123% of the principal amount outstanding
under the Term Note at the time of such
prepayment.
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Item
9.01
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Financial
Statements and Exhibits.
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10.1
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Omnibus
Amendment and Waiver dated October 26, 2007 by and between the
Company and
Laurus, VOFSPVI, VUSSPVI, ERATO and
VOFSPVII.
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Exhibit
Number
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Exhibit Description
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10.1*
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Omnibus
Amendment and Waiver dated October 26, 2007 by and between the
Company and
Laurus, VOFSPVI, VUSSPVI, ERATO and VOFSPVII.
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