Health Sciences Group Inc (HESG)

[tommy 9 fingers]

Neo,

Here we go questioned answered from http://yahoo.brand.edgar-online.com/displayfilinginfo.aspx?FilingID=5093781-1036-6045&type=sect&TabIndex=2&companyid=81543&ppu=%252fdefault.aspx%253fcik%253d1127696
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.

Pursuant to Section 14.2(c) of the Agreement and Plan of Reorganization dated January 17, 2007 between Health Sciences Group, Inc. (the “Corporation”) and its newly formed wholly owned subsidiary, Kalahari, Inc., a Delaware corporation formed for the purpose of acquiring the business and assets of Kalahari Limited, a Georgia corporation (the “Agreement”), Health Sciences Group is required to provide a minimum of $1,000,000 to Kalahari, Inc. (DE) as a condition to Closing by March 31, 2007. The Corporation was unable to meet this Closing condition prior to March 31, 2007. As a result, the Agreement has been terminated.


ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

Due to the Corporation’s inability to close on the Kalahari acquisition by March 31, 2007, Mr. Stuart Gold tendered his resignation as Chief Executive Officer of Health Sciences Group, Inc. and Kalahari, Inc. (DE), effective as of February 16, 2007. Mr. Gold’s resignation was due to the Corporation's inability to successfully acquire the business and assets of Kalahari, Ltd. and was not due to a disagreement with the Corporation on any matter relating to its operations, policies or practices.