-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PLH9VaY5g43M8KM+nsFvJ2U7i/SPAjfiXlW9ype18ivGir2hcuAAkwN2wFX6GsT+ 5/iKqjVSppyWZCQ8yMspbQ== 0001350071-09-000012.txt : 20090217 0001350071-09-000012.hdr.sgml : 20090216 20090217152909 ACCESSION NUMBER: 0001350071-09-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090217 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090217 DATE AS OF CHANGE: 20090217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Total Nutraceutical Solutions CENTRAL INDEX KEY: 0001408299 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 260561199 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52864 FILM NUMBER: 09613021 BUSINESS ADDRESS: STREET 1: 2811 REIDVILLE RD. STREET 2: SUITE 23 CITY: SPARTANBURG STATE: SC ZIP: 29301 BUSINESS PHONE: 864-316-2909 MAIL ADDRESS: STREET 1: 2811 REIDVILLE RD. STREET 2: SUITE 23 CITY: SPARTANBURG STATE: SC ZIP: 29301 FORMER COMPANY: FORMER CONFORMED NAME: Generic Marketing Services, Inc. DATE OF NAME CHANGE: 20070730 8-K 1 tnspr.txt 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): February 17, 2009 Total Nutraceutical Solutions, Inc. ------------------------------------------------ (Name of Small Business Issuer in its Charter) Nevada 000-52864 26-0561199 ---------------------------- ------------ ------------------ (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 2811 Reidville Road, Suite 23, Spartanburg, SC 29301 ---------------------------------------------- ----------- (Address of Principal Executive Offices) (Zip Code) (864) 316-2909 --------------------------- (Issuer's telephone number) ------------------------------------------------------------- (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)) 1 Item 7.01 Regulation FD Disclosure On February 17, 2009, Total Nutraceutical Solutions, Inc. (the "Company") a Nevada corporation, issued a press release that the Company has entered into an agreement with Hokto Kinoko to acquire mushroom spent substrate. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety. Item 9.01 Financial Statements and Exhibits (c) Exhibits: 99.1 Press release issued on February 17, 2009 by Total Nutraceutical Solutions, Inc.* * This exhibit is intended to be furnished and shall not be deemed "filed" for purposes of the Securities Exchange Act of 1934, as amended. 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, Inc. ----------------------------------- Registrant By: /s/ Frank Arnone ------------------------------------ Name: Frank Arnone Title: President/Director Dated: February 17, 2009 ----------------- 2 EX-99.1 2 ex991pressrel.txt PRESS RELEASE Exhibit 99.1 Press Release Source: Total Nutraceutical Solutions, Inc. Total Nutraceutical Solutions Inks Deal with Hokto Kinoko to Utilize Mushroom Spent Substrate Tuesday February 17, 6:00 am ET Spent Substrate Will Be Developed as a Nutritional Animal Feed Additive SPARTANBURG, S.C.--(BUSINESS WIRE)--Total Nutraceutical Solutions, Inc. (TNS) (OTCBB: TNUS - News) announced today that the company has signed an agreement with Hokto Kinoko Co. ("Hokto") to acquire mushroom spent substrate from the Hokto facility in San Marcos, CA. The 250,000 square foot growing facility for fresh specialty mushrooms has the potential at full capacity to produce 20-25 tons of spent substrate per day. TNS plans to develop and market this material as an animal feed additive with nutritional value via collaborative research with the Department of Food Science at Pennsylvania State University. "This agreement propels TNS into the forefront of nutritional supplementation in the human and veterinary markets," stated Marvin S. Hausman MD, CEO, TNS. "Research collaborations between our own scientists and those of the Department of Food Science, Pennsylvania State University, will allow us to identify key bioactive substances within the spent substrate which has the potential to supplement the diets of humans and animals. These bioactive nutrients and enzymes may act as natural potent anti-oxidants and anti-inflammatory agents to increase the nutritional value of animal food products. The nutrients may also prevent various diseases that afflict animals in the food chain as well as many humans." Mushroom substrate waste is defined as the spent substrate (growing media) and all mushroom residuals resulting from cleaning the growing bottles after the harvest of mushroom fruit bodies at the growing facility. The Hokto state-of- the-art facility, the largest of its kind in the United States, will produce the following mushrooms: Brown Beech (Buna Shimeji), White Beech (Bunapi(TM)), King Trumpet (Pleurotus eryngii), and Maitake. About Hokto Kinoko Company: Hokto Kinoko Company USA is a wholly owned subsidiary of Hokuto Corporation, headquartered in Nagano, Japan. Hokuto Corporation, a first section Tokyo Stock Exchange Company, is the largest mushroom producer in Japan. About Total Nutraceutical Solutions, Inc.: Total Nutraceutical Solutions, Inc. is an emerging nutraceutical company with a focus on discovering, formulating and marketing products composed primarily of organic natural mushroom compounds that contain bioactive nutrients for potential health benefits. TNS develops production and analytic technologies for food and nutritional supplements composed primarily of mushrooms and their mycelial biomasses. Novel clinical models and biomarkers will be used to show nutritional and clinical efficacy of our products. In addition to preventative healthcare formulations and nutritional approaches to a wide variety of human conditions and illnesses, TNS also develops and acquires breakthrough nutritional tools and products in the fields of animal husbandry and livestock feeds. Any statements contained in this press release that relate to future plans, events or performance are forward-looking statements that involve risks and uncertainties including, but not limited to, the risks associated with the transaction described in this press release, and other risks identified in the filings by Total Nutraceutical Solutions (TNS), Inc. with the Securities and Exchange Commission. Further information on risks faced by TNS are detailed in the Form 10-K for the year ended July 31, 2008 and in its subsequent Quarterly Reports on Form 10-Q. These filings are or will become available on a website maintained by the Securities and Exchange Commission at http://www.sec.gov. The information contained in this press release is accurate as of the date indicated. Actual results, events or performance may differ materially. TNS does not undertake any obligation to publicly release the result of any revision to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Contact: Total Nutraceutical Solutions, Inc. Roberta Matta, 509-427-5132 -----END PRIVACY-ENHANCED MESSAGE-----