UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
AMENDMENT NO. 1
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period ended June 30, 2011
[ ] | TRANSITION REPORT PURSUANT SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the transition period from _______ to _______. |
Commission File Number: 000-52864
![[tnus_10qa063011apg001.jpg]](https://capedge.com/proxy/10-QA/0001469709-11-000165/tnus_10qa063011apg001.jpg)
Total Nutraceutical Solutions, Inc.
(Exact name of Registrant as specified in its charter)
Nevada | 26-0561199 |
(State or other jurisdiction | (IRS Employer |
of incorporation or organization) | Identification No.) |
80 Columbia St., Stevenson, WA 98648
(Address of principal executive offices)
(509) 427-5132
(Registrant’s telephone number)
__________________________
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive DataFile required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes [X] No [ ]
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] | Accelerated filer [ ] |
Non-accelerated filer [ ] | Smaller reporting company [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
On August 30, 2011, 61,976,757 shares of the registrant's common stock, par value $.001 per share, were outstanding.
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EXPLANATORY NOTE
Total Nutraceutical Solutions, Inc. is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to its Form 10-Q for the quarter ended June 30, 2011, which was originally filed August 22, 2011 (the “Original Filing”), to file the Interactive DataFiles required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) in relation to the Form 10-Q. We also added the 31.1 and 31.2 exhibits to the exhibit list. Except as otherwise stated herein, no other information contained in the Original Filing has been updated by this Amendment No. 1, and no disclosures have been updated to reflect events that occurred at a later date.
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Item 6. Exhibits
Exhibit Number | Description of Exhibit | Filed Herewith | Form | Exhibit | Filing Date |
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3.1 | Amended and Restated Articles of Incorporation of Registrant |
| 8-K | 3.1 | 10/29/2010 |
3.2 | Amended and Restated Bylaws of Registrant |
| 8-K | 3.2 | 09/22/2010 |
3.3 | Amended Articles of Merger Incorporation as currently in effect |
| 8-K | 3.3 | 10/13/2008 |
10.1 | Exclusive Option Agreement dated May 1, 2006, between The Penn State Research Foundation and Northwest Medical Research Inc. |
| 8-K | 10.1 | 09/04/2008 |
10.2 | Assignment Agreement to the Option Agreement, dated July 31, 2008, among The Penn State Research Foundation, Northwest Medical Research Inc. and Generic Marketing Services, Inc. |
| 8-K | 10.2 | 09/04/2008 |
10.3 | Assignment and Assumption Agreement, dated July 31, 2008, between Northwest Medical Research Inc. and Generic Marketing Services, Inc. |
| 8-K | 10.3 | 09/04/2008 |
10.4 | Form of Common Stock and Warrant Purchase Agreement |
| 8-K | 10.1 | 06/12/2009 |
10.5 | Form of Securities Purchase Agreement |
| 8-K | 10.1 | 09/21/2009 |
10.6 | $50,000 Promissory Note between TNS and Marvin S. Hausman, M.D. and Philip Sobol dated December 30, 2009 |
| 8-K | 10.1 | 12/31/2010 |
10.7 | $100,000 Promissory Note between TNS and Larry A. Johnson dated January 12, 2010 |
| 8-K | 10.1 | 2/24/2010 |
10.8 | $100,000 Promissory Note between TNS and Mark C. Wolf dated February 18, 2010 |
| 8-K | 10.2 | 2/24/2010 |
10.9 | $50,000 Promissory Note between TNS and Mark C. Wolf dated February 18, 2010 |
| 10-K | 10.9 | 4/15/2010 |
10.10 | Profit Sharing Agreement between TNS, American Charter & Marketing LLC, and Delta Group Investments, Limited dated March 26, 2010 |
| 10-K | 10.10 | 4/15/2010 |
10.11 | Form of Common Stock and Warrant Agreement 2010 |
| 8-K | 10.1 | 12/20/2010 |
10.12 | $312,500 Promissory Note between TNS and Delta Group Investments Limited dated January 26, 2011 |
| 8-K | 10.2 | 2/22/2010 |
10.13 | Termination of Profit Sharing Agreement dated February 21, 2011 |
| 8-K | 10.1 | 2/22/2011 |
10.14 | Lease Agreement between TNS and Sherwood Venture LLC dated March 15, 2011 |
| 8-K | 10.1 | 4/6/2011 |
10.15 | Form of Warrant A Agreement 2010 |
| 8-K | 10.2 | 12/22/2010 |
10.16 | Form of Warrant B Agreement 2010 |
| 8-K | 10.3 | 12/22/2010 |
10.15 | Form of Warrant A Agreement 2010 |
| 8-K | 10.2 | 12/22/2010 |
10.16 | Form of Warrant B Agreement 2010 |
| 8-K | 10.3 | 12/22/2010 |
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10.17 | Asset Purchase Agreement between TNS, FunGuys, LLC and Mark C. Wolf dated May 27, 2011 | X | 8-K | 10.1 | 3/3/2011 |
10.18 | Certificate of Designation of Preferences, Rights and Limitations of the Series A Preferred Stock of Total Nutraceutical Solutions, Inc. dated May 26, 2011. |
| 8-K | 10.3 | 3/3/2011 |
31.1 | Certification of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended. | X |
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31.2 | Certification of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as amended.. | X |
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32.1 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer). | X |
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32.2 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer). | X |
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Total Nutraceutical Solutions, Inc. | |
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August 30, 2011 | By: | /s/ Marvin Hausman, M.D. |
| Marvin Hausman, M.D. Chief Executive Officer (Principal Executive Officer and Acting Principal Financial and Accounting Officer) | |
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