S-8

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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.)

PO Box 910, Stevenson, WA 98648

(Address of principal executive offices)

CONSULTING AGREEMENT BETWEEN TOTAL NUTRACEUTICAL

SOLUTIONS, INC. AND KEITH E. MANFRED DATED AUGUST 26, 2010

(Full Title of the Plan)

Marvin S. Hausman, M.D., President & Chief Executive Officer

80 Columbia Street

Stevenson, Washington 98648

  (509) 427-5132  

(Name, Address and Telephone Number of Agent for Service)

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, par value $0.001	4,000,000	$0.105	$420,000	$29.95

(1)

This Registration Statement shall also cover any additional shares of Common Stock which become issuable under the Consulti ng Agreement with Keith E. Manfred dated August 26, 2010 by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of outstanding shares of the Registrant’s Common Stock.

(2)

Calculated solely for purposes of this offering under Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the agreed issue price of $0.105 per share for the 4 million shares of common stock will be issued pursuant to the Manfred Consulting Agreement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.

Incorporation of Documents by Reference.

Total Nutraceutical Solutions, Inc. (“TNS”) hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (“SEC”):

1.

The Annual Report on Form 10-K for the year ended December 31, 2009, filed with the SEC on April 15, 2010;

2.

The Quarterly Reports on Form 10-Q for the quarters ended March 31, 2010 and June 30, 2010, filed with the SEC on May 20, 2010 and August 20, 2010, respectively; and

3.

The description of our common stock set forth in the Amendment No. 3, Registration Statement on Form SB-2, filed with the SEC on October 12, 2 007.

All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, the 1934 Act, after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.  Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.  Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.

Description of Securities.

Not applicable.

Item 5.

Interests of Named Experts and Counsel.

Not applicable.

Item 6.

Indemnification of Directors and Officers.

The Nevada General Corporation Law allows us to indemnify our officers and directors from liability incurred by reason of the fact that he or she is or was an officer or director of the

corporation.  We may authorize such indemnification if we determine that it is proper under the circumstances.  This determination can be authorized based on a vote of our stockholders, by a majority vote of a quorum of directors who were not parties to the relevant legal action, or under certain circumstances, by independent legal counsel in a written opinion.  The indemnification can include, but is not limited to, reimbursement of all fees, including amounts paid in settlement and attorney’s fees actually and reasonably incurred, in connection with the defense or settlement of any action or suit by the officer or director.  The By-Laws of TNS contain provisions relating to indemnification of officers and directors.  Those provisions appear below.

Article V of the By-Laws of TNS provides as follows:

1.

 INDEMNITY.  The Corporation shall ind emnify its directors, officer and employees as follows:

Every director, officer, or employee of the Corporation shall be indemnified by the Corporation against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him/her in connection with any proceeding to which he/she may be made a party, or in which he/she may become involved, by reason of being or having been a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of the Corporation director, officer, employee or agent of the Corporation, partnership, joint venture, trust or enterprise, or any settlement thereof, whether or not he/she is a director, officer, employee or agen t at the time such expenses are incurred, except for such cases wherein the director, officer, employee or agent is adjudged guilty of willful misfeasance or malfeasance in the performance of his/her duties; provided that in the event of a settlement the indemnification herein shall apply only when the Board of Directors approves such settlement and reimbursement as being for the best interests of the Corporation.

The Corporation shall provide to any person who is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of the Corporation director, officer, employee or agent of the Corporation, partnership, joint venture, trust or enterprise, the indemnity against expenses of a suit, litigation or other proceedings which is specifically permissible under applicable law.

The Board of Directors may, in its discretion, direct the purchase of liability insurance by way of implementing the provisions of this Article.

We have purchased and maintained insurance covering our officers and directors for the purpose of covering indemnification expenses.

At present, there is no pending litigation or proceeding involving a director, officer, employee or agent of our company as to which indemnification is being sought.

Item 7.

Exemption from Registration Claimed.

Not applicable.

Item 8.

Exhibits.

Exhibit Number	Description of Exhibit	Filed Herewith	Form	Exhibit	Filing Date
3.1	Articles of Incorporation of Registrant		SB-2	3.1	08/06/2007
3.2	Certific ate of Amendment to Articles of Incorporation of Registrant		8-K	3.3	10/14/2008
3.3	Bylaws of Registrant		SB-2	3.2	08/06/2007
5.1	Opinion of Michael R. Espey, Attorney at Law regarding legality of the Common Stock being registered.< /p>	X
23.1	Consent of Li & Company, PC	X
23.2	Consent of Michael R. Espey, Attorney at Law (reference is made to exhibit 5.1)	X
24.1	Power of Attorney (see signature page)	X
99.1	Consulting Agreement between Total Nutraceutical Solutions and Keith E. Manfred	X

Item 9.

Undertakings.

A.

The undersigned Registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, the 1933 Act, (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recen t post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed with or furnished to the SEC by the Registrant

pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference into this Registration Statement; (2 ) that for the purpose of determining any liability under the 1933 Act each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof and (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the Consulting Agreement with Keith E. Manfred dated August 26, 2010.

B.

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the 1933 Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is incorporated b y reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C.

Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the 1933 Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stevenson, Washington, on the 3rd day of September, 2010.

TOTAL NUTRACEUTICAL SOLUTIONS, INC.

By:

/s/ Marvin S. Hausman, M.D.

Marvin S. Hausman, M.D.

Chief Executive Officer

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POWER OF ATTORNEY

We, the undersigned, hereby severally constitute and appoint Marvin S. Hausman, M.D. as our true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for us and in our name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as we might or could do in person, hereby ratifying and confirming all that said attorney-in-fac t and agent or his substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature

Title

Date

/s/ Marvin S. Hausman, M.D.

Chairman of the Board

September 3, 2010

Marvin S. Hausman, M.D.

/s/ Philip A. Sobol, M.D.

Director

September 3, 2010

Philip A. Sobol, M.D.

/s/ Elliot L. Shelton, Esq.

Director

September 3, 2010

Elliot L. Shelton, Esq.

EX-5

EXHIBIT 5.1

MICHAEL R. ESPEY

ATTORNEY AT LAW

318 18^th Ave. E.

Seattle, Washington 98112

Ph: (206) 860-6022

September 3, 2010

Total Nutraceutical Solutions, Inc.

80 Columbia Street

Stevenson, Washington 98648

Re:   Registration Statement on Form S-8

Ladies and Gentlemen:

I serve as securities counsel to Total Nutraceutical Solutions, Inc., a Nevada corporation (the “Company”), and have been requested to issue this letter in connection with the proposed issuance and sale by the Company of up to 4,000,000 shares (subject to adjustment as provided in the Registration Statement (as defi ned below)) of the Company’s Common Stock, $0.001 par value per share (the “Shares”).  The Shares are to be offered and sold under the Consulting Agreement with Keith E. Manfred dated August 26, 2010 (the “Manfred Consulting Agreement”), pursuant the Company’s Registration Statement on Form S-8 (the “Registration Statement”), to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”).

This letter is being furnished in accordance with the requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K, as promulgated by the Commission.

For the purpose of rendering our opinion set forth herein, I have examined and relied on (i)  a C ertificate of Existence with Status in Good Standing, dated September 2, 2010, issued by the Secretary of State of the State of Nevada (the “Secretary of State”) with respect to the Company; and (ii)  Articles of Incorporation of the Company under its prior corporate name “Generic Marketing Services, Inc.,” dated July 18, 2007, filed with the Secretary of State on July 18, 2007, (iii) Certificate of Amendment to Articles of Incorporation dated October 7, 2008, filed on October 9, 2008 by the Company (iv) such records and other documents of the Company as I considered appropriate including, without limitation, the Company’s articles of incorporation, bylaws, minutes and other records of the proceedings of the Company’s board of directors and (vii) the Registration Statement and the Manfred Consulting Agreement, which is included as an Exhibit to the Registration Statement, as furnished to me by the Company.

I have assumed (A) the authenticity of any and all documents submitted to me as originals; (B) the genuineness of all signatures on documents submitted to me; (C) the legal

capacity of natural persons executing all relevant documents; (D) the accuracy and completeness of all corporate records provided to me by the Company; (E) the veracity as of the date of this letter of the certificates, records, documents and other instruments furnished to me by the Company, even though they may have been signed or issued on an earlier date (although, with your permission, I have not independently verified the statements made therein nor have I investigated the basis for the representations contained therein); (F) the conformity to the o riginals of all documents submitted to me as copies; and (G)  no changes in applicable law between the date of this letter and the date of the events which are the subject of this letter.

Based on my review and subject to the assumptions, qualifications and limitations set forth herein, I am of the opinion that the Shares have been duly authorized and if, as and when (i) the Registration Statement has been declared effective by the Commission and (ii) the Shares are issued in accordance with the Registration Statement, as effective, and the Manfred Consulting Agreement, the Shares will be legally issued, fully paid and non-assessable.

This letter is being delivered to the Company in connection with the filing of the Registration Statement with the Commission and may not be used or relied upon for any other purpose.

I consent to the filing of this letter as Exhibit 5.1 to the Registration Statement.  In giving this consent, I do not admit that I am within the category of persons whose consent is required under Section 7 of the Act, the rules and regulations of the Commission promulgated thereunder, or Item 509 of Regulation S-K.

My opinion herein is rendered as of the date of this letter and I disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may come to our attention and which may alter, affect or modify such opinion.  My opinion is expressly limited to the matters set forth above and I render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Shares or the Amended Plan.

Very truly yours,

/s/ Michael R. Espey

Michael R. Espey, Attorney at Law

EX-23

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

Total Nutraceutical Solutions, Inc.

We hereby consent to the incorporation by reference in the registration statement on Form S-8 of Total Nutraceutical Solutions, Inc. (the “Company”) of our report dated April 15, 2010 with respect to the balance sheets of the Compan y as of December 31, 2009 and 2008 and the related statements of operations, stockholders’ equity and cash flows for the year ended December 31, 2009 and for the transition period from August 1, 2008 through December 31, 2008 included in the Company’s Annual Report on Form 10-K , and to the reference to our firm under the heading “Experts” in this registration statement.

/s/ Li & Company, PC

Skillman, New Jersey

September 3, 2010

EX-99

EXHIBIT 99.1

TOTAL NUTRACEUTICAL SOLUTIONS, INC.

CONSULTING AGREEMENT

AGREEMENT made as of the 26th day of August, 2010 (the “Effective Date”), by and between Keith E. Manfred (“Consultant”), and Total Nutraceutical Solutions, Inc. (hereafter referred to as “TNS”) having a place of business at 80 Columbia Street, Stevenson, Washington 98648.

WHEREAS, TNS desires to obtain the services of Consultant to advise and assist TNS in certain matters relating to product marketing and,

WHEREAS, the Consultant is willing to perform such services as an independent contractor.

NOW, THEREFORE, the parties hereto agree as follows:

1.

Scope of Work.  Consultant will assist TNS with continued conceptual development, design and production of Branding, Marketing, Positioning, Packaging, Product Promotion, Video, Social Media, and Online Marketing materials.  An overview of the marketing services to be performed and the costs associated with the projects are described in more detail in Appendix A attached hereto.  All of the work will be in support of promoting, branding and media management for TNS, a natural health product line consisting of a proprietary blend of the highest quality all-natural mushroom-based nutraceutical supplements and cosmetic products to be sold direct to consumers and retail outlets. The initial focus will include but not be limited to ImmuSano™, GlucoSANO™, Groh™ and EquiSANO™.  All services of the Consultant under this Agreement shall be performed by Consultant.

2.

Consulting Fees.  

a.

As compensation for the Consultant’s services under this Agreement, as described in Appendix A with an overall budget of $420,000, TNS agrees to issue to Consultant an aggregate of 4 million shares of TNS common stock, 2 million shares to be issued as soon as practicable after the Effective Date and the remaining 2 million shares to be issued in four (4) equal tranches on a quarterly basis beginning with the end of the first quarter in the second year of the Agreement.  The shares of common stock will be registered under a S-8 registration sta tement and will be free trading shares.  Each issuance of shares of common stock under this provision shall be evidenced by a Subscription Agreement between the parties.

b.

TNS shall reimburse the Consultant for all reasonable expenses incurred by Consultant directly in connection with the provision of services under the Agreement and for the expenses of travel authorized by and on behalf of TNS.  Consultant shall submit expenses monthly as incurred and shall make available supporting receipts and documentation in such form as requested by TNS.

3.

Term and Termination.  The term of this Agreement will be two years from the Effective Date.  This agreement is terminable at any time by either party for any or no reason by fourteen (14) day prior written notice to the other party.

4.

Confidentiality.  The Consultant acknowledges that TNS will provide him with information which may constitute confidential, non-public information concerning TNS. The Consultant agrees that he will maintain in confidence and will not disclose to any third party (unless compelled by

law) or use for his own benefit (other than for performance of services under this Agreement) any confidential or proprietary information, inventions, or other information disclosed to him by TNS. The Consultant further agrees to take reasonable precautions to prevent any unauthorized disclosure of any such information. The Consultant acknowledges that this obligation shall survive the termination of this Agreement for 5 years without regard to the reason for such termination. Upon termination of this Agreement or upon TNS request the Consultant shall return immediately to TNS all confidential information.

5.

Independent Contractor. The parties acknowledge and agree that the Consultant shall provide his services hereunder as an independent contractor. Both TNS and Consultant agree that this Agreement does not establish an employer-e mployee relationship between TNS and Consultant.  Nothing herein shall in any way be construed to constitute Consultant as an employee of TNS, nor shall he have the power to bind TNS in any capacity.  The Consultant assumes full responsibility and liability for the payment of any taxes due on money received by him hereunder. Each party shall conduct its business at its own location with its own employees and resources, and at its own expense.  Consultant is an independent contractor and shall not be construed to be a legal partner of TNS.  Neither party shall have the right to incur any obligations on behalf of the other, except as otherwise provided herein.

6.

Assignment.  This Agreement, and the rights and obligations hereunder, may not be assigned or transf erred by Consultant without the prior written consent of TNS.

7.

Effect of Termination.  Upon termination of this Agreement, neither the Consultant nor TNS shall have any further obligations under this Agreement, except for payment by TNS in respect of liabilities accrued through the date of termination and for Sections 4 and 5.

8.

Notices.  All notices required to be given hereunder shall be given to the parties at the addresses set forth below or to such other addresses as the parties may from time to time designate by notice so given. All notices shall be in writing and shall be served or given by registered or certified mail, postage prepaid, or by actual delivery. Notice shall be effective on the date of actual receipt or on which delivery is refused.

TNS:

Marvin S. Hausman, M.D.

Total Nutraceutical Solutions, Inc.

80 Columbia Street

Stevenson, Washington 98468

Consultant:

Keith E. Manfred

32253 Via Cirillo

Temecula, CA 92592

9.

Complete Agreement  This Agreement supersedes all prior consulting agreements and understandings between the parties, and may not be altered, changed or terminated orally. No alteration, change, termination, or attempted waiver of any of the provisions hereof by one party shall be binding without the written consent of the party to be charged therewith.

10.

Arbitration.  Should either party wish to commence any legal proceeding involving this Agreement, th e moving party shall be entitled to initiate arbitration proceedings. Proceeding shall be initiated and conducted in Portland, Oregon under the rules of the American Arbitration Association. The decision of the arbitrator shall be final and binding. The party prevailing in such proceedings shall be entitled to recover its or his costs and reasonable attorneys’ fees from the party not prevailing.

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Keith E. Manfred		TOTAL NUTRACEUTICAL SOLUTIONS, INC.
BY:	/s/ Keith E. Manfred	BY:	/ s/ Marvin S. Hausman, M.D.
PRINT NAME:	Keith E. Manfred	PRINT NAME:	Marvin S. Hausman, M.D.
			Chairman & CEO
DATE:	August 26, 2010	DATE:	August 26, 2010

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