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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Health Sciences Group, Inc.
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
| November 16, 2012 |
You may not send a completed printout of this form to the SEC to satisfy a filing obligation. |
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| October 20, 2009 |
8-K 1 hsg8k102009.htm FORM 8K CURRENT REPORT 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): February 4, 2009 HEALTH SCIENCES GROUP, INC. (Exact name of registrant specified in charter) Delaware 333-65180 91-2079221 (State of Incor |
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| February 24, 2009 |
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): February 4, 2009 HEALTH SCIENCES GROUP, INC. (Exact name of registrant specified in charter) Delaware 333-65180 91-2079221 (State of Incorporation) (Commission File Number) (IRS Emplo |
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| February 9, 2009 |
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): February 9, 2009 HEALTH SCIENCES GROUP, INC. (Exact name of registrant specified in charter) Delaware 333-65180 91-2079221 (State of Incorporation) (Commission File Number) (IRS Emplo |
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| February 4, 2009 |
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): February 4, 2009 HEALTH SCIENCES GROUP, INC. (Exact name of registrant specified in charter) Delaware 333-65180 91-2079221 (State of Incorporation) (Commission File Number) (IRS Emplo |
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| February 2, 2009 |
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): February 2, 2009 HEALTH SCIENCES GROUP, INC. (Exact name of registrant specified in charter) Delaware 333-65180 91-2079221 (State of Incorporation) (Commission File Number) (IRS Emplo |
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| January 30, 2009 |
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): January 30, 2009 HEALTH SCIENCES GROUP, INC. (Exact name of registrant specified in charter) Delaware 333-65180 91-2079221 (State of Incorporation) (Commission File Number) (IRS Emplo |
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| January 29, 2009 |
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): January 29, 2009 HEALTH SCIENCES GROUP, INC. (Exact name of registrant specified in charter) Delaware 333-65180 91-2079221 (State of Incorporation) (Commission File Number) (IRS Emplo |
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| January 27, 2009 |
8K 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): January 26, 2009 HEALTH SCIENCES GROUP, INC. (Exact name of registrant specified in charter) Delaware 333-65180 91-2079221 (State of Incorporation) (Commission File Number) (IRS Em |
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| January 27, 2009 |
8K 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): January 27, 2009 HEALTH SCIENCES GROUP, INC. (Exact name of registrant specified in charter) Delaware 333-65180 91-2079221 (State of Incorporation) (Commission File Number) (IRS Em |
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| April 9, 2007 |
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): March 31, 2007 Health Sciences Group, Inc. (Exact name of registrant specified in charter) Delaware 333-51628 91-2079221 (State of Incorporation) (Commission File Number) (IRS Employe |
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| April 2, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): x Form 10-KSB o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: December 31, 2006 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report |
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| March 2, 2007 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) Health Sciences Group, Inc. (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 42223A 10 0 (CUSIP Number) February 26, 2007 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur |
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| February 14, 2007 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Health Sciences Group, Inc. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 42223A 10 0 (CUSIP Number) December 31, 2006 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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| January 18, 2007 |
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): January 17, 2007 Health Sciences Group, Inc. (Exact name of registrant specified in charter) Delaware 333-51628 91-2079221 (State of Incorporation) (Commission File Number) (IRS Emplo |
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| January 18, 2007 |
HEALTH SCIENCES GROUP SIGNS DEFINITIVE AGREEMENT TO ACQUIRE KALAHARI® Exhibit 99.2 HEALTH SCIENCES GROUP SIGNS DEFINITIVE AGREEMENT TO ACQUIRE KALAHARI? Los Angeles (January 19, 2007) - Health Sciences Group, Inc. (OTCBB: HESG), provider of innovative health and wellness products, announced that it has signed an Agreement and Plan of Reorganization to acquire Kalahari? Limited. Kalahari? is a specialty tea and food company whose products are sold in over 5,000 store |
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| January 18, 2007 |
AGREEMENT AND PLAN OF REORGANIZATION Exhibit 99.1 AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION dated as of January 17, 2007 (this ?Agreement?), is by and among HEALTH SCIENCES GROUP, INC., a Delaware corporation (?Parent?), and KALAHARI, INC., a Delaware corporation and wholly owned subsidiary of Parent (?Acquiring Corp.?), on the one hand; and KALAHARI LIMITED, a Georgia Sub-Chapter S corporation (? |
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| January 16, 2007 |
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): January 1, 2007 Health Sciences Group, Inc. (Exact name of registrant specified in charter) Delaware 333-51628 91-2079221 (State of Incorporation) (Commission File Number) (IRS Employ |
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| January 16, 2007 |
STATE OF DELAWARE CERTIFICATE OF AMENDMENT CERTIFICATE OF INCORPORATION Exhibit 3.1 STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION The Corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify: FIRST: That at a meeting of the Board of Directors of Health Sciences Group, Inc. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorpor |
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| November 22, 2006 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For fiscal quarter ended September 30, 2006 Commission File Number: 333-51628 Health Sciences Group, Inc. (Exact name of Registrant as specified in its Charter) Delaware 91-2079221 (State or other jurisdiction of (IRS Employer incorporation o |
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| November 16, 2006 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): o Form 10-KSB o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: September 30, 2006 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Repor |
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| November 14, 2006 |
HEALTH SCIENCES GROUP, INC. FORM OF STOCK PURCHASE AGREEMENT EXHIBIT 4.2 HEALTH SCIENCES GROUP, INC. FORM OF STOCK PURCHASE AGREEMENT This AGREEMENT is made effective as of the day of , , (the "Sale Date"), by and between HEALTH SCIENCES GROUP, INC.., a corporation (the "Company"),and (the "Stock Purchaser"). RECITALS WHEREAS, the Board of Directors of the Company has established the 2006 Stock Option Deferred Stock and Restricted Stock Plan (the "Plan" unl |
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| November 14, 2006 |
As filed with the Securities and Exchange Commission on November , 2006 Registration No. |
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| November 14, 2006 |
EXHIBIT 4.3 HEALTH SCIENCES GROUP, INC. 2006 STOCK OPTION, DEFERRED STOCK AND RESTRICTED STOCK PLAN STOCK OPTION AGREEMENT NAME: This AGREEMENT is made effective as of the day of (the "Option Grant Date"), by and between HEALTH SCIENCES GROUP, INC., a corporation (the "Company") and (the "Optionee"). RECITALS WHEREAS, the Board of Directors of the Company has established the 2006 Stock Option, Def |
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| November 14, 2006 |
HEALTH SCIENCES GROUP, INC. 2006 STOCK OPTION, DEFERRED STOCK RESTRICTED STOCK PLAN Exhibit 4.1 HEALTH SCIENCES GROUP, INC. 2006 STOCK OPTION, DEFERRED STOCK AND RESTRICTED STOCK PLAN THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 Any offer or sale of any security covered by this document must meet each of the following criteria: (1) Sales of the security are not made to more than 35 persons, including |
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| November 3, 2006 |
As Filed with the Securities and Exchange Commission on November 3, 2006 As Filed with the Securities and Exchange Commission on November 3, 2006 Registration No. |
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| October 16, 2006 |
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): October 12, 2006 Health Sciences Group, Inc. (Exact name of registrant specified in charter) Delaware 333-51628 91-2079221 (State of Incorporation) (Commission File Number) (IRS Emplo |
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| October 16, 2006 |
NON-BINDING DEAL TERMS - REVISED v.3.3 SUBJECT TO CONTRACT (save paragraph 11) Exhibit 99.1 CONFIDENTIAL Via Email October 12, 2006 Kalahari Limited c/o Susan Abrahams, CEO 3684 Stewart Road Suite A-2 Atlanta, GA 30340 NON-BINDING DEAL TERMS - REVISED v.3.3 SUBJECT TO CONTRACT (save paragraph 11) Dear Ms. Abrahams, et al, Proposed acquisition of Kalahari Limited (“Kalahari”, “Sellers”, or the “Company”) by Health Sciences Group, Inc. (“HESG” or the “Buyer”). Following from o |
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| August 21, 2006 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For fiscal quarter ended June 30, 2006 Commission File Number: 333-51628 Health Sciences Group, Inc. (Exact name of Registrant as specified in its Charter) Delaware 91-2079221 (State or other jurisdiction of (IRS Employer incorporation or org |
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| August 15, 2006 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): o Form 10-KSB o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: June 30, 2006 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on |
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| June 29, 2006 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): June 28, 2006 Health Sciences Group, Inc. (Exact name of registrant specified in charter) Delaware 333-51628 91-2079221 (State of Incorporation) (Commission File Number) (IRS Employer |
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| June 29, 2006 |
Exhibit 99.1 EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is entered into on June 14, 2006 (the ?Effective Date?) by and between Stuart Avery Gold (?Executive?) and Health Sciences Group, Inc., a Delaware corporation (the ?Company?). WHEREAS, the Company believes that Executive?s service, experience, and knowledge are valuable to the Company in connection with its business; and |
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| May 22, 2006 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For fiscal quarter ended March 31, 2006 Commission File Number: 333-51628 Health Sciences Group, Inc. (Exact name of Registrant as specified in its Charter) Delaware 91-2079221 (State or other jurisdiction of (IRS Employer incorporation or or |
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| May 18, 2006 |
[Health Sciences Group, Inc. Letterhead] Exhibit 99.1 [Health Sciences Group, Inc. Letterhead] May 18, 2006 Dear Shareholder, On May 15, 2006 a press release was issued by Loren Miles asserting certain claims regarding the Swiss Research transaction. Health Sciences Group, Inc. (HESG) denies the allegations made by Miles. Contrary to his baseless assertions, HESG has purchased SRI-CA?s assets. In fact, on April 27, 2006, more than two we |
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| May 18, 2006 |
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): May 18, 2006 Health Sciences Group, Inc. (Exact name of registrant specified in charter) Delaware 333-51628 91-2079221 (State of Incorporation) (Commission File Number) (IRS Employer |
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| May 8, 2006 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): o Form 10-KSB o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: March 31, 2006 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on |
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| April 17, 2006 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For year ended December 31, 2005 Commission File Number: 333-51628 Health Sciences Group, Inc. (Exact name of Small Business Issuer as specified in its Charter) Delaware 91-2079221 (State or other jurisdiction of (IRS Employer incorporation or o |
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| April 3, 2006 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): x Form 10-KSB o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: December 31, 2005 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report |
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| March 23, 2006 |
PROSPECTUS 5,200,921 Shares HEALTH SCIENCES GROUP, INC. COMMON STOCK Filed Pursuant to Rule 424(b)(3) Under the Securities Act of 1933 File No. 333-126603 PROSPECTUS 5,200,921 Shares HEALTH SCIENCES GROUP, INC. COMMON STOCK This prospectus covers up to 5,200,921 shares of common stock of Health Science Group, Inc. that may be sold from time to time by the selling shareholders named in this prospectus. The shares covered by this prospectus consist of (i) 2,878,188 s |
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| March 23, 2006 |
PROSPECTUS 8,694,639 Shares HEALTH SCIENCES GROUP, INC. COMMON STOCK Filed Pursuant to Rule 424(b)(3) Under the Securities Act of 1933 File No. 333-111851 PROSPECTUS 8,694,639 Shares HEALTH SCIENCES GROUP, INC. COMMON STOCK This prospectus covers up to 8,694,639 shares of common stock of Health Science Group, Inc. that may be sold from time to time by the selling shareholders named in this prospectus. The shares covered by this prospectus consist of (i) 2,352,948 s |
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| February 22, 2006 |
Financial Statements and Exhibits 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): February 18, 2006 Health Sciences Group, Inc. (Exact name of registrant specified in charter) Delaware 333-51628 91-2079221 (State of Incorporation) (Commission File Number) (IRS Empl |
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| February 22, 2006 |
HEALTH SCIENCES GROUP APPOINTS CORBIN & CO. AS ITS NEW INDEPENDENT ACCOUNTING FIRM Exhibit 99.1 HEALTH SCIENCES GROUP APPOINTS CORBIN & CO. AS ITS NEW INDEPENDENT ACCOUNTING FIRM Los Angeles, CA (February 22, 2006) - Health Sciences Group, Inc. (OTCBB: HESG), provider of innovative nutraceutical products and functional food ingredients derived from natural sources, announced today that the Audit Committee of the Board of Directors has appointed Corbin & Company, LLP (?Corbin & C |
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| February 14, 2006 |
As Filed with the Securities and Exchange Commission on February __, 2006 As Filed with the Securities and Exchange Commission on February , 2006 Registration No. |
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| February 13, 2006 |
As Filed with the Securities and Exchange Commission on February 13, 2006 HEALTH SCIENCES GROUP, INC. PRE-EFFECTIVE AMENDMENT NO. 12 TO REGISTRATION STATEMENT ON FORM SB-2 As Filed with the Securities and Exchange Commission on February 13, 2006 Registration No. 333-111851 ====================================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT NUMBER 14 TO FORM SB-2 REGISTRA |
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| February 8, 2006 |
As Filed with the Securities and Exchange Commission on February 8, 2006 HEALTH SCIENCES GROUP, INC. PRE-EFFECTIVE AMENDMENT NO. 12 TO REGISTRATION STATEMENT ON FORM SB-2 As Filed with the Securities and Exchange Commission on February 8, 2006 Registration No. 333-111851 ====================================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT NUMBER 13 TO FORM SB-2 REGISTRAT |
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| January 30, 2006 |
As Filed with the Securities and Exchange Commission on January 30, 2006 As Filed with the Securities and Exchange Commission on January 30, 2006 Registration No. |
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| January 25, 2006 |
Exhibit 10.1 DISTRIBUTION AGREEMENT This Distribution Agreement (the ?Agreement?) is made and executed as of January 20, 2006 by and between DNP INTERNATIONAL, INC. (?DNP?), and SWISS RESEARCH, INC. (?SRI?). A. SRI manufactures and sells sweetener products known as Shugr? Natural Sweetener and Shugr Sweet? (collectively, ?Shugr?). B. DNP and SRI desire to establish a non-exclusive distribution rel |
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| January 25, 2006 |
HEALTH SCIENCES GROUP, INC. CURRENT REPORT ON FORM 8-K 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): January 20, 2006 Health Sciences Group, Inc. (Exact name of registrant specified in charter) Delaware 333-51628 91-2079221 (Stat |
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| January 25, 2006 |
[Stonefield Josephson Inc. letterhead] Exhibit 16 Exhibit 16.1 [Stonefield Josephson Inc. letterhead] January 13, 2005 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Health Sciences Group, Inc. Commissioners: We have read the statements by registrant Health Sciences Group, Inc. contained in Item 4.01 of its Form 8-K dated December 23, 2005, which was filed with the United States Securities and Exchange C |
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| January 25, 2006 |
HEALTH SCIENCES GROUP, INC. AMENDMENT NO. 1 TO 8-K CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 23, 2005 Health Sciences Group, Inc. (Exact name of registrant specified in charter) Delaware 333-51628 91 |
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| December 30, 2005 |
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): December 23, 2005 Health Sciences Group, Inc. (Exact name of registrant specified in charter) Delaware 333-51628 91-2079221 (State of Incorporation) (Commission File Number) (IRS Empl |
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| December 12, 2005 |
As Filed with the Securities and Exchange Commission on December 12, 2005 As Filed with the Securities and Exchange Commission on December 12, 2005 Registration No. |
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| November 21, 2005 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For fiscal quarter ended September 30, 2005 Commission File Number: 333-51628 Health Sciences Group, Inc. (Exact name of Registrant as specified in its Charter) Delaware 91-2079221 (State or other jurisdiction of (IRS Employer incorporation o |
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| November 14, 2005 |
HEALTH SCIENCES GROUP, INC. FORM 12B-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 - NOTIFICATION OF LATE FILING SEC FILE NUMBER 333-51628 [ ] Form 10-K and Form 10-KSB [ ] Form 11-K [ ] Form 20-F [X] Form 10-Q and Form 10-QSB [ ] Form N-SAR For Period Ended: September 30, 2005 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q [ ] Transi |
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| November 10, 2005 |
As Filed with the Securities and Exchange Commission on November 10, 2005 As Filed with the Securities and Exchange Commission on November 10, 2005 Registration No. |
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| September 6, 2005 |
As Filed with the Securities and Exchange Commission on September 6, 2005 HEALTH SCIENCES GROUP, INC. PRE EFFECTIVE AMENDMENT NO. 9 TO FORM SB-2 As Filed with the Securities and Exchange Commission on September 6, 2005 Registration No. 333-111851 ====================================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT NUMBER 9 TO FORM SB-2 REGISTRATION STATEMENT UNDER THE SEC |
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| September 6, 2005 |
EXHIBIT 10.53 - CONSULTING AGREEMENT Exhibit 10.53 CONSULTING AGREEMENT This Consulting Agreement (“Agreement”) is made as of August 24, 2005 by and between Bill Glaser, an individual whose principal address is 31 Union Square West #12A. New York, NY 10003 (“Consultant” or “Glaser”), and Health Sciences Group, Inc., a Delaware corporation whose principal address is 6080 Center Drive 6th Floor. Los |
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| September 6, 2005 |
EMPLOYMENT TERMINATION AGREEMENT EXHIBIT 10.52 - EMPLOYMENT TERMINATION AGREEMENT Exhibit 10.52 EMPLOYMENT TERMINATION AGREEMENT This Employment Termination Agreement (“Agreement”) is made as of July 31 , 2005 by and between Bill Glaser, an individual whose principal address is 31 Union Square West #12A, New York, NY 10003. (“Glaser”), and Health Sciences Group, Inc., a Delaware corporation (the “Company”), with its principal pla |
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| September 6, 2005 |
HEALTH SCIENCES GROUP, INC. FORM OF STOCK PURCHASE AGREEMENT Exhibit 10.50 HEALTH SCIENCES GROUP, INC. FORM OF STOCK PURCHASE AGREEMENT This AGREEMENT is made effective as of the 15th day of July, 2005 (the "Sale Date"), by and between HEALTH SCIENCES GROUP, INC.., a corporation (the "Company"), and Bill Glaser (the "Stock Purchaser"). RECITALS WHEREAS, the Board of Directors of the Company has established the 2005 Stock Option Deferred Stock and Restricted |
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| September 6, 2005 |
HEALTH SCIENCES GROUP, INC. STOCK PURCHASE AGREEMENT EX-10.51 3 exhibit1051.htm STOCK PURCHASE AGREEMENT - FRED E. TANNOUS EXHIBIT 10.51 HEALTH SCIENCES GROUP, INC. STOCK PURCHASE AGREEMENT This AGREEMENT is made effective as of the 15th day of July, 2005 (the "Sale Date"), by and between HEALTH SCIENCES GROUP, INC.., a Delaware corporation (the "Company"), and Fred Tannous (the "Stock Purchaser"). RECITALS WHEREAS, the Board of Directors of the Com |
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| August 30, 2005 |
HEALTH SCIENCES GROUP, INC. 2005 STOCK OPTION, DEFERRED STOCK RESTRICTED STOCK PLAN Exhibit 4 Exhibit 4 HEALTH SCIENCES GROUP, INC. 2005 STOCK OPTION, DEFERRED STOCK AND RESTRICTED STOCK PLAN THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 Any offer or sale of any security covered by this document must meet each of the following criteria: (1) Sales of the security are not made to more than 35 persons, i |
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| August 30, 2005 |
HEALTH SCIENCES GROUP, INC. REGISTRATION STATEMENT ON FORM S-8 As Filed with the Securities and Exchange Commission on August 30, 2005 Registration No. 33- ====================================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HEALTH SCIENCES GROUP, INC. (Exact |
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| August 22, 2005 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For fiscal quarter ended June 30, 2005 Commission File Number: 333-51628 Health Sciences Group, Inc. (Exact name of Registrant as specified in its Charter) Delaware 91-2079221 (State or other jurisdiction of (IRS Employer incorporation or org |
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| August 9, 2005 |
As Filed with the Securities and Exchange Commission on August 9, 2005 As Filed with the Securities and Exchange Commission on August 9, 2005 Registration No. |
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| July 26, 2005 |
CERTIFICATE OF INCORPORATION HSG MERGER, INC ARTICLE I EXHIBIT 3.1 EXHIBIT 3.1 CERTIFICATE OF INCORPORATION OF HSG MERGER, INC ARTICLE I The name of this corporation is HSG MERGER, INC. (herein referred to the “Corporation” or the “Company”). ARTICLE II The address of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400 in the City of Wilmington, County of New Castle. The name of its registered agent at |
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| July 26, 2005 | ||
| July 26, 2005 |
BYLAWS HSG Merger, Inc. A Delaware Corporation ARTICLE I: OFFICES EX-3.2 6 exhibit32.htm BYLAWS OF HSG MERGER, INC. EXHIBIT 3.2 BYLAWS OF HSG Merger, Inc. A Delaware Corporation ARTICLE I: OFFICES SECTION 1.1 Registered Office. The registered office of HSG Merger, Inc. (the “Corporation”) shall be at and the name of its registered agent at that address is 2711 Centerville Road, Suite 400 in the City of Wilmington, County of New Castle. The name of its registered |
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| July 26, 2005 |
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 14, 2005 HEALTH SCIENCES GROUP, INC. (Exact name of registrant specified in charter) Delaware 333-51628 91-2079221 (State of Incorporation) (Commission File Number) (IRS Employer |
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| July 26, 2005 |
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the ?Merger Agreement?) is dated as of June 20, 2005, and is entered into by and between Health Sciences Group, Inc., a Colorado corporation (?HSG?, or the ?Colorado Corporation?) and HSG Merger, Inc., a Delaware corporation (?HSG Merger, Inc.?). HSG and HSG Merger, Inc. are hereinafter sometimes collectively referred to a |
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| July 26, 2005 |
EXHIBIT 2.2 |
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| July 19, 2005 |
EXHIBIT 99.1 - Press Release EXHIBIT 99.1 GNC TO SELL SHUGRTM Los Angeles, CA (July 20, 2005) – Health Sciences Group, Inc. (OTCBB: HESG), provider of innovative nutritional products and functional food ingredients derived from natural sources, announced today that General Nutrition Centers (GNC) will soon begin selling its Swiss Diet® ShugrTM products. With more than 5,700 doors worldwide, GNC is |
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| July 19, 2005 |
Financial Statements and Exhibits, Other Events 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 19, 2005 Health Sciences Group, Inc. (Exact name of registrant specified in charter) Colorado 333-51628 91-2079221 (State of Incorporation) (Commission File Number) (IRS Employer |
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| July 15, 2005 |
As Filed with the Securities and Exchange Commission on July 15, 2005 As Filed with the Securities and Exchange Commission on July 15, 2005 Registration No. |
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| July 14, 2005 |
Exhibit 10.49 EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is entered into as of July 7, 2005, effective as of July 1, 2005, by and between Fred E. Tannous (the ?Executive?) and Health Sciences Group, Inc., a Colorado corporation (the ?Company?). WHEREAS, the Company believes that Executive?s service, experience, and knowledge are valuable to the Company in connection with its |
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| July 14, 2005 |
As Filed with the Securities and Exchange Commission on July 14, 2005 HEALTH SCIENCES GROUP, INC. REGISTRATION STATEMENT ON FORM SB-2 As Filed with the Securities and Exchange Commission on July 14, 2005 Registration No. 333- ====================================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HEALTH SCIENCES GROUP, INC. (Exac |
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| June 14, 2005 |
Exhibit 10.43 Exhibit 10.43 ACQUISITION OF OPEN CELL BIOTECHNOLOGIES, INC. by Health Sciences Group, Inc. AGREEMENT AND PLAN OF ACQUISITION This Agreement and Plan of Acquisition (Agreement) is entered into by and between Open Cell Biotechnologies, Inc., a Florida corporation, (OCBI), UTEK CORPORATION, a Delaware corporation, (UTEK), and Health Sciences Group, Inc., a Colorado corporation, (HESG) |
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| June 14, 2005 |
As Filed with the Securities and Exchange Commission on June 14, 2005 HEALTH SCIENCES GROUP, INC. PRE-EFFECTIVE AMENDMENT NO. 6 TO REGISTRATION STATEMENT ON FORM SB-2 As Filed with the Securities and Exchange Commission on June 14, 2005 Registration No. 333-111851 ====================================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT NUMBER 6 TO FORM SB-2 REGISTRATION S |
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| June 14, 2005 |
Exhibit 10.47 AGREEMENT OF PURCHASE AND SALE OF ASSETS SELLER: SWISS RESEARCH, INC., a California corporation SHAREHOLDER: LOREN MILES BUYER: HEALTH SCIENCES GROUP, INC., a Colorado corporation AGREEMENT OF PURCHASE AND SALE OF ASSETS THIS AGREEMENT (?Agreement?) is made as of this 24th day of December, 2004, at Los Angeles, California, by and among SWISS RESEARCH, INC., a California corporation ( |
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| June 14, 2005 |
ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION HEALTH SCIENCES GROUP, INC. Exhibit 3.4.3 Exhibit 3.4.3 ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION HEALTH SCIENCES GROUP, INC. Pursuant to the provisions of the Colorado Business Corporation Act, the undersigned Corporation adopts the following Articles of Amendment to its Articles of Incorporation: FIRST: The name of the Corporation is HEALTH SCIENCES GROUP, INC. SECOND: That pursuant to authority expressly gran |
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| June 14, 2005 |
Exhibit 10.44 SERIES C CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT Dated as of March 15, 2005 among HEALTH SCIENCES GROUP, INC. and THE PURCHASERS LISTED ON EXHIBIT A Page 1 TABLE OF CONTENTS ARTICLE I Purchase and Sale of Preferred Stock 1 Section 1.1 Purchase and Sale of Stock and Warrants 1 Section 1.2 The Conversion Shares 2 Section 1.3 Purchase Price and Closing 2 Section 1.4 Additional In |
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| June 14, 2005 |
WARRANT TO PURCHASE SHARES OF COMMON STOCK HEALTH SCIENCES GROUP, INC. Expires March 15, 2010 Exhibit 10.46 Exhibit 10.46 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR HEALTH SCIENCES GROUP, INC. S |
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| June 14, 2005 |
Exhibit 21 Exhibit 21 Subsidiaries of Registrant Quality Botanical Ingredients, Inc. Delaware Bioselect Innovations, Inc. Nevada XCEL Healthcare, Inc. California Apple Peel Technologies, Inc. Florida Polymann Technologies, Inc. Florida Swiss Research, Inc. Delaware Open Cell Biotechnologies, Inc. Florida |
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| June 14, 2005 |
Amendment to Asset Purchase Agreement. Exhibit 10.48 Exhibit 10.48 Amendment to Asset Purchase Agreement. This Amendment is made this 19th day of May, 2005, with reference to the following: The parties hereto entered into an Agreement of Purchase and Sale of Assets dated December 24, 2004 (the “Agreement”), pursuant to which Health Sciences Group, Inc. (“Buyer”) agreed to acquire the assets of Swiss Research, Inc. (“Seller”) pursuant t |
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| June 14, 2005 |
SUMMARY OF PROPOSED EMPLOYMENT AGREEMENT TERMS LOREN MILES Exhibit 99.4 Exhibit 99.4 SUMMARY OF PROPOSED EMPLOYMENT AGREEMENT TERMS FOR LOREN MILES TITLE: Director of Marketing and General Manager of Swiss Research, Inc. TERM: The term of the Agreement is January 1, 2005 through December 31, 2005. If the Agreement is not otherwise terminated, it shall automatically renew on a month-to-month basis following the expiration of the initial term. DUTIES: Execu |
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| June 14, 2005 |
Exhibit 10.45 Exhibit 10.45 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 15, 2005, by and among Health Sciences Group, Inc., a Colorado corporation (the “Company”), and the purchasers listed on Schedule I hereto (the “Purchasers”). This Agreement is being entered into pursuant to the Series C Convertible Preferred Stock Pu |
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| May 24, 2005 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Health Sciences Group, Inc. |
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| May 19, 2005 |
HEALTH SCIENCES GROUP, INC. AMENDED REPORT FORM 10-QSB/A FOR QTR ENDED MARCH 31, 2005 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB/A AMENDMENT TO THE QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For fiscal quarter ended March 31, 2005 Commission File Number: 333-51628 HEALTH SCIENCES GROUP, INC. (Exact name of Registrant as specif |
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| May 19, 2005 |
Health Sciences Group, Inc. Bill Glaser, President, or Fred E. Tannous, CEO Exhibit 99 Exhibit 99.1 HEALTH SCIENCES GROUP APPOINTS RETIRED GENERAL MERRILL A. MCPEAK TO ITS BOARD OF DIRECTORS First Quarter 2005 Results In Line with Expectations; Positioning for Rapid Growth by Year-end Los Angeles, CA (May 17, 2005) – Health Sciences Group, Inc. (OTCBB: HESG), provider of innovative nutritional products and functional ingredients derived from natural sources, announced tod |
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| May 19, 2005 |
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): May 16, 2005 HEALTH SCIENCES GROUP, INC. (Exact name of registrant specified in charter) Colorado 333-51628 91-2079221 (State of Incorporation) (Commission File Number) (IRS Employer |
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| May 16, 2005 |
HEALTH SCIENCES GROUP, INC. REPORT ON FORM 10-QSB FOR QTR ENDED MARCH 31, 2005 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For fiscal quarter ended March 31, 2005 Commission File Number: 333-51628 HEALTH SCIENCES GROUP, INC. (Exact name of Registrant as specified in its Charter) Colorado |
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| April 20, 2005 |
As filed with the Securities and Exchange Commission on April 20, 2005 Registration No. |
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| April 15, 2005 |
EXHIBIT 10.43 Exhibit 10.43 SERIES C CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT Dated as of March 15, 2005 among HEALTH SCIENCES GROUP, INC. and THE PURCHASERS LISTED ON EXHIBIT A TABLE OF CONTENTS PAGE ARTICLE I Purchase and Sale of Preferred Stock 1 Section 1.1 Purchase and Sale of Stock and Warrants 1 Section 1.2 The Conversion Shares 2 Section 1.3 Purchase Price and Closing 2 Section 1.4 A |
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| April 15, 2005 |
HEALTH SCIENCES GROUP ANNUAL REPORT ON FORM 10-KSB FOR YEAR ENDED DEC 31, 2004 SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 15, 2005 |
Exhibit 10.44 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of March 15, 2005, by and among Health Sciences Group, Inc., a Colorado corporation (the "Company"), and the purchasers listed on Schedule I hereto (the "Purchasers"). This Agreement is being entered into pursuant to the Series C Convertible Preferred Stock Purchase Agreeme |
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| April 15, 2005 |
WARRANT TO PURCHASE SHARES OF COMMON STOCK HEALTH SCIENCES GROUP, INC. Expires March 15, 2010 Exhibit 10.45 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR HEALTH SCIENCES GROUP, INC. SHALL HAVE RECE |
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| April 14, 2005 |
EXHIBIT 99.1 [Health Sciences Group, Inc. Logo] April 14, 2005 Dear Valued Shareholder, We truly appreciate your support and interest in Health Sciences Group! It is with great pleasure and enthusiasm that we enclose sample packets of our new product Shugr? ? the world?s first natural, zero-calorie sweetener! We hope you enjoy Shugr? and welcome your comments and feedback. Over the past year, we h |
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| April 14, 2005 |
HEALTH SCIENCES GROUP, INC. CURRENT REPORT ON FORM 8-K 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): April 14, 2005 HEALTH SCIENCES GROUP, INC. (Exact name of registrant specified in charter) Colorado 333-51628 91-2079221 (State |
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| March 21, 2005 |
Unregistered Sales of Equity Securities 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): March 15, 2005 HEALTH SCIENCES GROUP, INC. (Exact name of registrant specified in charter) Colorado 333-51628 91-2079221 (State of Incorporation) (Commission File Number) (IRS Employe |
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| March 1, 2005 |
HEALTH SCIENCES GROUP, INC. CURRENT REPORT ON FORM 8-K 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): February 22, 2005 HEALTH SCIENCES GROUP, INC. (Exact name of registrant specified in charter) Colorado 333-51628 91-2079221 (Sta |
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| February 22, 2005 |
Exhibit 99.1 HEALTH SCIENCES GROUP NAMES SID L. ANDERSON TO ITS BOARD OF DIRECTORS Distinguished Business Leader Expected to Bolster Company?s Aggressive Growth Charter Los Angeles, CA (February 18, 2005) ? Health Sciences Group, Inc. (OTCBB: HESG), provider of innovative nutritional products derived from natural sources, announced today the appointment of Mr. Sid L. Anderson to its Board of Direc |
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| February 22, 2005 |
HEALTH SCIENCES GROUP, INC. CURRENT REPORT ON FORM 8-K 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): February 15, 2005 HEALTH SCIENCES GROUP, INC. (Exact name of registrant specified in charter) Colorado 333-51628 91-2079221 (Sta |
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| February 15, 2005 |
As Filed with the Securities and Exchange Commission on February 14, 2005 10KWizard.msw As Filed with the Securities and Exchange Commission on February 14, 2005 Registration No. 333-111851 ====================================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT NUMBER 5 TO FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HEALTH SCIENCES GROUP, INC. (Exact Na |
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| February 1, 2005 |
Exhibit 99.1 Cover Special Report from Superstock Investor Spring 2005 HESG: #1 small cap buyout prospect Billion Dollar Blockbuster! Greatest investment jackpot since?Viagra?!! 10 years ago, before Pfizer introduced Viagra, it was trading at $5. After Viagra?s launch, Pfizer jumped 10-fold. Lesson? Nothing fuels a bio-medical stock faster than a major breakthrough ? and the smaller the company, t |
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| February 1, 2005 |
HEALTH SCIENCES GROUP, INC. CURRENT REPORT ON FORM 8-K 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): January 28, 2005 HEALTH SCIENCES GROUP, INC. (Exact name of registrant specified in charter) Colorado 333-51628 91-2079221 (Stat |
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| January 19, 2005 |
HEALTH SCIENCES GROUP, INC. 2003 STOCK OPTION, DEFERRED STOCK RESTRICTED STOCK PLAN Exhibit 4 Exhibit 4 HEALTH SCIENCES GROUP, INC. 2003 STOCK OPTION, DEFERRED STOCK AND RESTRICTED STOCK PLAN THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 Any offer or sale of any security covered by this document must meet each of the following criteria: (1) Sales of the security are not made to more than 35 persons, i |
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| January 19, 2005 |
HEALTH SCIENCES GROUP, INC. REGISTRATION STATEMENT ON FORM S-8 As Filed with the Securities and Exchange Commission on January 19, 2005 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HEALTH SCIENCES GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Colorado (State or other jurisdictio |
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| January 5, 2005 |
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): December 24, 2004 HEALTH SCIENCES GROUP, INC. (Exact name of registrant specified in charter) Colorado 333-51628 91-2079221 (State of Incorporation) (Commission File Number) (IRS Empl |
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| January 5, 2005 |
AGREEMENT PURCHASE AND SALE OF ASSETS EXHIBIT 10.1 - AGREEMENT OF PURCHASE AND SALE OF ASSETS Exhibit 10.1 AGREEMENT OF PURCHASE AND SALE OF ASSETS SELLER: SWISS RESEARCH, INC., a California corporation SHAREHOLDER: LOREN MILES BUYER: HEALTH SCIENCES GROUP, INC., a Colorado corporation AGREEMENT OF PURCHASE AND SALE OF ASSETS THIS AGREEMENT (“Agreement”) is made as of this 24th day of December, 2004, at Los Angeles, California, by and |
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| January 3, 2005 |
HEALTH SCIENCES GROUP INC. POST EFFECTIVE AMENDMENT NO. 1 TO SB-2 REGISTRATION STATEMENT As Filed with the Securities and Exchange Commission on January 3, 2005 Registration No. 333-105407 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2 POST-EFFECTIVE AMENDMENT NO. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HEALTH SCIENCES GROUP, INC. (Exact Name of Registrant as |
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| December 30, 2004 |
As Filed with the Securities and Exchange Commission on December 30, 2004 HEALTH SCIENCES GROUP INC. PRE-EFFECTIVE AMENDMENT NO. 4 TO REGISTRATION STATEMENT ON FORM SB-2 As Filed with the Securities and Exchange Commission on December 30, 2004 Registration No. 333-111851 ====================================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT NUMBER 4 TO FORM SB-2 REGISTRATIO |
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| December 30, 2004 |
Exhibit 10.37 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH |
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| December 30, 2004 |
EXHIBIT 10.38 - REGISTRATION RIGHTS AGREEMENT Exhibit 10.38 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of September 14, 2004 (this "Agreement"), is made by and between HEALTH SCIENCES GROUP, INC., a Colorado corporation, with headquarters located at 6080 Center Drive, 6th Floor, Los Angeles, California 90045 (the “Company”), and CASTLERIGG MASTER INVESTMENTS, LTD., |
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| December 30, 2004 |
EQUITY LINE REGISTRATION RIGHTS AGREEMENT EXHIBIT 10.42 Exhibit 10.42 EQUITY LINE REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of September 27, 2004 by and between Health Sciences Group, Inc., a Colorado corporation (the "Company") and Vestcap International Management, Ltd., a corporation organized under the laws of the British Virgin Islands ("Investor"). This Agreement is made pursuant to the |
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| December 30, 2004 |
EXHIBIT 10.39 Exhibit 10.39 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RU |
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| December 30, 2004 |
EXHIBIT 10.40 - EQUITY LINE PURCHASE AGREEMENT Exhibit 10.40 EQUITY LINE PURCHASE AGREEMENT By and Between Health Sciences Group, Inc. and Vestcap International Management, Ltd. EQUITY LINE PURCHASE AGREEMENT, dated as of September 27, 2004 (this "Agreement"), by and between Vestcap International Management, Ltd., a corporation organized under the laws of the British Virgin Islands (the "Investor" |
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| December 30, 2004 |
EXHIBIT 10.35 ACQUISITION OF APPLE PEEL TECHNOLOGIES, INC. BY HEALTH SCIENCES GROUP, INC. AGREEMENT AND PLAN OF ACQUISITION THIS AGREEMENT AND PLAN OF ACQUISITION (Agreement) is entered into by and between Apple Peel Technologies, Inc., a Florida corporation, (APTI), UTEK CORPORATION, a Delaware corporation, (UTEK), and Health Sciences Group, Inc., a Colorado corporation, (HESG) WHEREAS, UTEK owns |
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| December 30, 2004 |
EXHIBIT 10.34 ACQUISITION OF POLYMANN TECHNOLOGIES, INC. BY HEALTH SCIENCES GROUP, INC. AGREEMENT AND PLAN OF ACQUISITION THIS AGREEMENT AND PLAN OF ACQUISITION (Agreement) is entered into by and between Polymann Technologies, Inc., a Florida corporation, (PTI), UTEK CORPORATION, a Delaware corporation, (UTEK), and Health Sciences Group, Inc., a Colorado corporation, (HESG) WHEREAS, UTEK owns 100% |
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| December 30, 2004 |
SECURITIES PURCHASE AGREEMENT Exhibit 10.36 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT, dated as of the date of acceptance set forth below, is entered into by and between HEALTH SCIENCES GROUP, INC., a Colorado corporation, with headquarters located at 6080 Center Drive, 6th Floor, Los Angeles California 90045 (the “Company”), and CASTLERIGG MASTER INVESTMENTS, LTD., a corpor |
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| December 30, 2004 |
EX-10.41 9 exhibit1041.htm STOCK PURCHASE WARRANT FOR 672,000 SHARES, VESTCAP INTERNATIONAL MANAGEMENT, LTD. DATED SEPTEMBER 27, 2004 Exhibit 10.41 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT O |
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| November 22, 2004 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For fiscal quarter ended September 30, 2004 Commission File Number: 333-51628 HEALTH SCIENCES GROUP, INC. (Exact name of Registrant as specified in its Charter) COLORADO (State or other jurisdiction of incorporation or organization) 91-2079221 ( |
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| November 16, 2004 |
As Filed with the Securities and Exchange Commission on November 16, 2004 HEALTH SCIENCES GROUP, INC. AMENDMENT NO. 3 TO REGISTRATION STATEMENT ON FORM SB-2 As Filed with the Securities and Exchange Commission on November 16, 2004 Registration No. 333-111851 ====================================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT NUMBER 3 TO FORM SB-2 REGISTRATION STATEMENT U |
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| October 26, 2004 |
HEALTH SCIENCES GROUP, INC. CURRENT REPORT ON FORM 8-K DTD OCT 20, 2004 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): October 20, 2004 HEALTH SCIENCES GROUP, INC. (Exact name of registrant specified in charter) COLORADO (State of |
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| October 14, 2004 |
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): October 8, 2004 HEALTH SCIENCES GROUP, INC. (Exact name of registrant specified in charter) COLORADO (State of incorporation) 333-51628 (Commission File Number) 91-2079221 (I.R.S. Emp |
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| August 23, 2004 |
HEALTH SCIENCES GROUP FORM 10-QSB FOR QTR ENDED JUNE 30, 2004 SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 13, 2004 |
As Filed with the Securities and Exchange Commission on August 13, 2004 HEALTH SCIENCES GROUP SB-2/A AMENDMENT NO. 2 As Filed with the Securities and Exchange Commission on August 13, 2004 Registration No. 333-111851 ====================================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT NUMBER 2 TO FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HEALTH S |
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| May 24, 2004 |
Exhibit 10.28 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of April , 2004, by and among Health Sciences Group, Inc., a Delaware corporation (the "Company"), and the purchasers listed on Schedule I hereto (the "Purchasers"). This Agreement is being entered into pursuant to the Series B Convertible Preferred Stock Purchase Agreement |
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| May 24, 2004 |
Exhibit 10.30 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR HEALTH SCIENCES GROUP, INC. SHALL HAVE RECE |
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| May 24, 2004 |
HEALTH SCIENCES GROUP, INC. 2003 STOCK OPTION, DEFERRED STOCK RESTRICTED STOCK PLAN Exhibit 4 Exhibit 4 HEALTH SCIENCES GROUP, INC. 2003 STOCK OPTION, DEFERRED STOCK AND RESTRICTED STOCK PLAN THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 Any offer or sale of any security covered by this document must meet each of the following criteria: (1) Sales of the security are not made to more than 35 persons, i |
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| May 24, 2004 |
Exhibit 3.4.2 Exhibit 3.4.2 CERTIFICATE OF DESIGNATION OF THE RELATIVE RIGHTS AND PREFERENCES OF THE SERIES B CONVERTIBLE PREFERRED STOCK OF HEALTH SCIENCES GROUP, INC. The undersigned, the Chief Executive Officer of Health Sciences Group, Inc., a Colorado corporation (the "Company"), in accordance with the provisions of the Colorado Business Corporation Act, does hereby certify that, pursuant to |
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| May 24, 2004 |
Exhibit 10.7.3B Exhibit 10.7.3B AMENDMENT AGREEMENT This agreement is entered into effective January 9, 2004 by and among Health Sciences Group, Inc. (“HESG”), Cedar Crescent Holdings, Inc. (“Cedar”) Castlerigg Master Investments, Ltd. (“Castlerigg”) with reference to the following: (A) Cedar is an assignee to that certain (i) Stranco/Brivis Securities Purchase Agreement, dated February 24, 2003 b |
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| May 24, 2004 |
As Filed with the Securities and Exchange Commission on May 24, 2004 HEALTH SCIENCES GROUP REGISTRATION STATEMENT ON FORM SB-2/A AMEND NO. 1 As Filed with the Securities and Exchange Commission on May 24, 2004 Registration No. 333-111851 ====================================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT NUMBER 1 TO FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURIT |
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| May 24, 2004 |
SERIES D WARRANT TO PURCHASE SHARES OF COMMON STOCK HEALTH SCIENCES GROUP, INC. Exhibit 10.31 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR HEALTH SCIENCES GROUP, INC. SHALL HAVE RECE |
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| May 24, 2004 |
As Filed with the Securities and Exchange Commission on May 24, 2004 HEALTH SCIENCES GROUP REGISTRATION STATEMENT ON FORM S-8 As Filed with the Securities and Exchange Commission on May 24, 2004 Registration No. |
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| May 24, 2004 |
Exhibit 10.29 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR HEALTH SCIENCES GROUP, INC. SHALL HAVE RECE |
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| May 24, 2004 |
Exhibit 2.4.1 QBI Amendments This Amendment is entered into by and between Health Sciences Group, Inc. a Colorado Corporation (?HESG?), Quality Botanical Ingredients, Inc., a New Jersey Corporation, currently renamed AAA Health Products, Inc. (?Seller?), Corrola, Inc. a New Jersey Corporation (?Corrola?) and Joseph R. Schortz (?Schortz?) with respect to the following: Reference is made to that cer |
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| May 24, 2004 |
SERIES E WARRANT TO PURCHASE SHARES OF COMMON STOCK HEALTH SCIENCES GROUP, INC. Exhibit 10.32 Exhibit 10.32 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR HEALTH SCIENCES GROUP, INC. S |
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| May 24, 2004 |
Exhibit 10.33 FORBEARANCE AGREEMENT This Forbearance Agreement (the ?Forbearance Agreement?), dated as of March 11, 2004 is by and among LASALLE BUSINESS CREDIT, LLC, a Delaware limited liability company, as agent (?Agent?) for Standard Federal National Association, with a location at 1735 Market Street, 6th floor, Philadelphia, PA. 19103 (?Lender?), QUALITY BOTANICAL INGREDIENTS, INC., a Delaware |
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| May 24, 2004 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For fiscal quarter ended March 31, 2004 Commission File Number: 333-51628 HEALTH SCIENCES GROUP, INC. (Exact name of Registrant as specified in its Charter) COLORADO (State or other jurisdiction of incorporation or organization) 91-2079221 (I.R. |
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| May 24, 2004 |
2004 AMENDMENTS TO QBI AGREEMENTS Exhibit 2.4.2 Exhibit 2.4.2 2004 AMENDMENTS TO QBI AGREEMENTS Reference is made to that certain Asset Purchase Agreement dated as of November 30, 2002, as amended on October 30, 2002, January 31, 2003 and September 1, 2003, between Quality Botanical Ingredients, Inc. a Delaware corporation therein referred to as “Purchaser,” Quality Botanical Ingredients, Inc. a New Jersey corporation therein refe |
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| May 24, 2004 |
Exhibit 10.27 Exhibit 10.27 SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT Dated as of April 21, 2004 among HEALTH SCIENCES GROUP, INC. and THE PURCHASERS LISTED ON EXHIBIT A TABLE OF CONTENTS PAGE ARTICLE I Purchase and Sale of Preferred Stock Section 1.1 Purchase and Sale of Stock Section 1.2 The Conversion Shares Section 1.3 Purchase Price and Closing Section 1.4 Warrants ARTICLE II Re |
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| October 16, 2003 |
EX-10.15 13 ex-1015.txt Exhibit 10.15 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT, dated as of the date of acceptance set forth below, is entered into by and between HEALTH SCIENCES GROUP, INC., a Colorado corporation, with headquarters located at 6080 Center Drive, 6th Floor, Los Angeles California 90045 (the "Company"), and CASTLERIGG MASTER INVESTMENTS, LTD., a corporation |
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| November 14, 2002 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2002 Commission File Number: 333-51628 HEALTH SCIENCES GROUP, INC. (Exact name of Small Business Issuer as specified in its Charter) Colorado 91-2079221 (State or other jurisdiction of (IRS Employe |
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| November 14, 2002 |
Exhibit 99 Exhibit 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the quarterly report of Health Sciences Group, Inc. (the “Company”) on Form 10-QSB for the quarterly period ended September 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Fred E. Tannou |
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| November 14, 2002 |
Exhibit 99.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the quarterly report of Health Sciences Group, Inc. (the ?Company?) on Form 10-QSB for the quarterly period ended September 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, Fred E. Tannous, Principa |
