FORM 12b-25

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

Part I - Registrant Information

AMS HEALTH SCIENCES INC

Full Name of Registrant

 

Former Name if Applicable

711 N.E. 39th Street

Address of Principal Executive Office (Street and Number)

Oklahoma City, Oklahoma 73105

City, State and Zip Code

Part II - Rules 12b-25(b) and (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed.(Check box if appropriate.)

Part III - Narrative

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

On December 27, 2007, AMS Health Sciences, Inc. (the “Company”) filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Western District of Oklahoma (the “Bankruptcy Court”) (Case No. 07-14678) (the “Bankruptcy Case”). The Company has continued to manage its properties and operate its businesses as “debtor-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code.

Concurrent with the bankruptcy, the Company has been undertaking an orderly downsizing of its operations. As a result, the Company has reduced its operations and significantly reduced its workforce, management and administrative staff.

The process of filing the petition for relief and related activities coupled with the lack of personnel available to prepare the report have caused a delay in the Company’s preparation of its Annual Report on Form 10-K and release of its final results of operations for the year ended December 31, 2007. The delay has been exacerbated due to the ongoing demands placed on the remaining accounting and finance personnel following the resignation of the Company’s Chief Financial Officer (including, but not limited to, the maintenance of the Company’s remaining and ongoing operations, negotiations with its creditors, selling inventory and other assets, continuing to collect and pay post-petition revenues and expenses, responding to requests for information from creditors, pursuing the Company’s litigation claims, managing the pending litigation claims against the Company, and preparing monthly operating reports for the Bankruptcy Court and U.S. Trustee’s Office). The Company will, when the pending re-organization plan is approved by the Bankruptcy Court, no longer be a public company and intends to file a Form 15 suspending its periodic reporting as a public company concurrently with the Bankruptcy Court’s confirmation.

Part IV - Other Information

1. Name and telephone number of person to contact in regard to this notification

   Jerry Grizzle	405	419-4911
   (Name)	(Area Code)	(Telephone Number)

2. Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed?

   Yes

   √

   No

   If answer is no, identify report(s).

    

3. Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

   Yes

   √

   No

   If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

   See Part III, Narrative, above for a discussion of the reduction in the Company’s personnel, the wind down of the Company’s operations and the Company’s pending Bankruptcy Case.