ITEM 5.02: DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On August 20, 2008, Robert Kusher resigned from his position as Chief Executive Officer of HealthSport, Inc. to pursue other opportunities. There were no disagreements between the Company and Mr. Kusher relating to the Company's operations, policies or practice. On August 20, 2008, M.E. "Hank" Durschlag, an employee and director, was appointed as Acting Chief Executive Officer to replace Mr. Kusher. Mr. Durschlag will continue in the position of Acting Chief Executive Officer until a successor can be found.