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~~November 2421, ~~2006~~2005

Dynamic Health Products, Inc.

(Exact name of registrant as specified in its charter)

Florida

0-23031

34-1711778

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)


12399 Belcher Road South, Suite 140, Largo, Florida		33773
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (727) 683-0670

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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	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))

Item 14.0102 ~~Entry~~Non-Reliance ~~Into~~on Previously Issued Financial statements or a ~~Material~~Related ~~Definitive~~Audit ~~Agreement;~~Report or Completed Interim Review.

~~Item~~On September 330, 2004, Dynamic Health Products, Inc.02 ~~Unregistered~~(the ~~Sales~~“Company”) ofentered ~~Equity~~into a Securities Purchase Agreement with Laurus Master Fund, Ltd. (“Laurus”) whereby the Company completed the sale to Laurus of a secured convertible note in the principal amount of $6,000,000 and a common stock purchase warrant to purchase 1,375,000 shares of the Company’s common stock. In connection therewith, a subsidiary of the Company pledged 347,938 shares of common stock of Geopharma, Inc., which are owned by the subsidiary. On March 29, 2005, the Company entered into agreements with Laurus pursuant to which the Company sold a secured convertible minimum borrowing note, with certain registration rights, with a principal amount of $2,000,000, a secured revolving note with a principal amount not to exceed $4,000,000, and a common stock purchase warrant to purchase 750,000 shares of common stock of the Company. In addition, Laurus was granted certain registration rights with respect to the convertible notes and the warrants.

OnIn ~~May 24,~~accordance ~~2006,~~with ~~Dynamic~~Emerging ~~Health~~Issues ~~Products,~~Task ~~Inc.~~Force (~~the~~ “~~Company~~EITF”) ~~entered~~00-19, ~~into~~“Accounting anfor ~~agreement~~Derivative ~~with~~Financial ~~Laurus~~Instruments ~~Master~~Indexed ~~Funds~~To, ~~Ltd,~~and aPotentially Settled ~~Cayman~~in ~~Islands~~the ~~corporation~~Company’s ~~(“Laurus~~Own Stock”), ~~pursuant~~and tothe ~~which~~terms of the ~~Company~~above ~~modified~~warrants, ~~earlier~~the fair value of the warrants should be recorded as a liability, with an offsetting reduction to shareholders’ equity. The warrant liability is initially ~~agreements~~measured ~~among~~at fair value using the ~~parties~~Black-Scholes (Option Pricing Model, and is then re-valued at each reporting date, with changes in the ~~“Amendment~~fair ~~Agreement”)~~value reported as non-cash charges or credits to earnings.

OnIn ~~September 30,~~connection ~~2004,~~with the ~~Company~~Securities ~~entered~~And ~~into~~Exchange aCommission’s ~~Securities Purchase~~(“SEC”) ~~Agreement~~review ~~with~~of ~~Laurus~~our ~~whereby~~financial statements and the ~~Company~~SEC’s ~~completed~~recent interpretation of the ~~sale~~accounting tofor ~~Laurus~~common ofstock aand ~~secured~~warrants ~~convertible~~with ~~note~~registration inrights ~~the~~under ~~principal~~EITF ~~amount~~00-19, ofthe ~~$6,000,000~~SEC ~~and~~concluded athat ~~common~~for ~~stock~~agreements ~~purchase~~containing ~~warrant~~registration torights ~~purchase~~where ~~1,375,000~~significant ~~shares~~liquidated ofdamages ~~the~~could ~~Company’s~~be ~~common~~required ~~stock. In~~to ~~connection~~be ~~therewith,~~paid ato ~~subsidiary~~the holder of the ~~Company~~instrument ~~pledged~~in ~~347,938~~the ~~shares~~event ofthe ~~common~~issuer ~~stock~~fails ofto ~~Geopharma,~~maintain ~~Inc.~~the ~~which~~effectiveness ~~are~~of ~~owned~~a byregistration ~~the~~statement ~~subsidiary~~for ~~(the~~a ~~“Geopharma~~prescribed ~~Shares”).~~time ~~On March 30~~period, ~~2005,~~ the ~~Company~~instruments ~~entered~~subject ~~into~~to ~~agreements~~such ~~with Laurus~~liquidated ~~pursuant~~damages todo ~~which~~not meet the ~~Company~~tests ~~sold~~required afor ~~secured~~shareholders’ equity ~~convertible~~classification, ~~minimum~~and ~~borrowing~~accordingly ~~note~~must ~~with~~be areflected ~~principal~~as ~~amount~~liabilities ofin ~~$2,000,000,~~the abalance ~~secured~~sheet ~~revolving~~until ~~note~~the ~~with~~conditions aare ~~principal~~eliminated. ~~amount~~In ~~not~~analyzing toinstruments ~~exceed~~under $4EITF 00-19,~~000,000,~~ ~~and~~the aSEC ~~common~~concluded ~~stock~~that ~~purchase~~the ~~warrant~~likelihood toor ~~purchase 750,000~~probability ~~shares~~related ofto ~~common~~failure ~~stock~~to maintain ofan ~~the~~effective ~~Company~~registration ~~(the~~statement ~~“2005~~is ~~Agreement”)~~not a factor.

InHistorically, ~~connection~~the ~~with~~Company classified the ~~2005~~common ~~Agreement~~stock and warrants, with registration rights, issued to Laurus, as shareholders’ equity, as it believed these securities met the ~~Company~~requirements ~~has received~~necessary ~~certain~~to ~~overadvances~~record ofthem ~~funds~~as shareholders’ equity. After further review in accordance with the ~~aggregate~~SEC’s ~~amount~~recent interpretation of ~~$572~~EITF 00-19,~~093.94.~~ ~~The~~as ~~Amendment~~it ~~Agreement~~relates ~~provides~~to ~~that~~the ~~Laurus~~accounting ~~will~~for ~~deliver~~ the ~~Geopharma~~common ~~Shares~~stock toand ~~the~~warrants ~~Company~~subject to ~~permit~~registration ~~the Company~~rights, ~~through~~on ~~its~~November 21, ~~subsidiary~~2005, tothe ~~sell~~facts ~~sufficient~~caused ~~shares~~the Company’s officers to ~~repay~~ ~~Laurus~~believe ~~$572,093.94.~~that ~~The~~our ~~sales~~accounting for the issuance of ~~Geopharma~~the ~~Shares~~common ~~must~~stock beand ~~completed~~warrants bysubject ~~June 5,~~to ~~2006,~~registration atrights ~~which~~was ~~time~~incorrect and the ~~proceeds~~Company determined that the effect of such ~~sales~~misstatements ~~will~~was bematerial. ~~paid~~As toa ~~Laurus~~result, ~~and~~our consolidated financial statements included in our Annual Report on Form 10-KSB for the ~~remaining~~year ~~unsold~~ended ~~shares~~March 31, ~~will~~2005 beand ~~delivered~~in toour ~~Laurus~~Quarterly toReport beon ~~held~~Form ~~pursuant~~10-QSB tofor the ~~original~~ ~~pledge~~quarters ~~agreement~~ended September 30, 2004, December 31, 2004 and June 30, 2005 should no longer be relied upon.

~~Item~~The restated consolidated financial statements will be included in our Annual Report on Form 10-KSB for the year ended March ~~9.01~~31, ~~Financial~~2006, ~~Statements~~which ~~and~~is expected ~~Exhibits~~to be filed by June 29, 2006.

(a) Financial statements of businesses acquired.

Not applicable.

(b) Pro forma financial information.

Not applicable.

ExhibitNumber		Description
4.1		Amendment Agreement, dated as of May 24, 2006, by and among Laurus Master Fund, Ltd., Dynamic Health Products, Inc. and Subsidiary

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	~~DYNAMIC HEALTH PRODUCTS, INC.~~	DYNAMIC HEALTH PRODUCTS, INC.
Date: May 31, 2006	/s/ Mandeep K. Taneja
Date: June 20, 2006		/s/ Mandeep K. Taneja
	~~Mandeep K. Taneja,~~	Mandeep K. Taneja,
	~~Chief Executive Officer~~	Chief Executive Officer
	~~/s/ Cani I. Shuman~~	/s/ Cani I. Shuman
	~~Cani I. Shuman,~~	Cani I. Shuman,
	~~Chief Financial Officer~~	Chief Financial Officer

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