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 report): September 9, 2005 AMS HEALTH SCIENCES, INC. (Exact name of registrant as specified in its charter) OKLAHOMA 001-13343 73-1323256 -------- --------- ---------- (State or other (Commission File (IRS Employer jurisdiction of Number) Identification incorporation) Number) 711 NE 39th Street, Oklahoma City, OK 73105 ------------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (405) 842-0131 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: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)) [ ] 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)) Information to be Included in the Report Item 1.01. Entry Into a Material Definitive Agreement. On September 9, 2005, AMS Health Sciences, Inc. (the "Company") entered into a definitive Stock Purchase Agreement with Heartland Cup, Inc. ("Heartland Cup") and its principal shareholder for the purchase of all of the principal shareholder's stock in Heartland Cup. Upon the closing of the Stock Purchase Agreement, the Company will acquire 2,000,000 shares, or approximately 83% of the outstanding capital stock of Heartland Cup, for 200,000 shares of the Company's common stock. The Company intends to acquire the remaining shares of Heartland Cup in the immediate future upon similar terms and conditions. Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On September 9, 2005, the Company's Chief Operating Officer, Dennis Loney, was reassigned to the position of Co-General Manager of the Company's new Heartland Cup division. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized. AMS HEALTH SCIENCES, INC. REGGIE COOK By: Reggie Cook Chief Financial Officer Date: September 15, 2005