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 6, 2009
Total Nutraceutical Solutions
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(Name of Small Business Issuer in its Charter)
Nevada 0-52864 26-0561199
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2811 Reidville Road, Suite 23, Spartanburg, SC 29301
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(Address of principal executive offices)
(864) 316-2909
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(Issuer's telephone number)
n/a
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(Former name or former address, if changed since last report)
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 provisions (see General Instruction A.2. below):
[_] 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))
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Item 1.02 - Termination of a Material Definitive Agreement.
Total Nutraceutical Solutions, Inc. entered into a definitive 90 day option
agreement dated November 22, 2008 with Golden Gourmet Mushroom, Inc. to
acquire all right, title and interest in the Mushroom Matrix Assets in
exchange for Three Hundred Fifty Thousand ($350,000) and Two Million Five
Hundred Thousand (2,500,000) shares of restricted Common Stock of the
Company and a certain royalty interest in future net sales generated by the
Company. At the end of the 90 day option, Golden Gourmet Mushrooms, Inc.
granted an extension to the option to April 30, 2009. The Company requested
a second extension to May 18, 2009 for the express purpose of reaching the
minimum on a 506 private offering. Golden Gourmet Mushrooms declined the
request to extend the option period, except under certain conditions which
the management of the company believed were not in the best interest of the
Company or its shareholders. The Company currently has investment funds
residing in an escrow account. As a consequence of not having a legal
option in place, the Company will be making a formal rescission offer to
certain investors who have participated in the private offering and have
funds deposited in the escrow.
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.
Total Nutraceutical Solutions
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Registrant
By: /s/ Marvin Hausman M.D., CEO
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Name: Marvin Hausman M.D., CEO
Title: CEO/Director
Dated: May 6, 2009
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