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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): January 29, 2010 Total Nutraceutical Solutions, Inc. (Exact name of registrant as specified in charter) Commission File Number: 000-53493 Nevada 26-0561199 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 80 Columbia Street Stevenson, Washington 98648 (Address of principal executive offices) (Zip Code) (509) 427-5132 (Registrants telephone number, including area code) (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: [ ] 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(17CFR240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act(17CFR240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act(17CFR240.13e-4(c))
Item 5.03. | Amendments to Articles of Incorporation or Bylaws. |
On January 29, 2010 a Certificate of Amendment to Articles of Incorporation of Total Nutraceutical Solutions, Inc. (TNS) was filed with the Secretary of State of Nevada. On January 4, 2010, a majority of the stockholders of TNS, holding 54% of the outstanding shares of TNS, pursuant to a written consent in lieu of a special meeting, adopted amendments to t he Articles of Incorporation of the corporation. The amendments involved the change of the name of the corporation from Total Nutraceutical Solutions to Total Nutraceutical Solutions, Inc. and an increase in the number of shares of common stock authorized to be issued from 70 million shares to 150 million shares. A copy of the Amended and Restated Articles of Incorporation is filed hereto as Exhibit 3.1.
Item 9.01. | Exhibits. Financial Statements and Exhibits |
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| (c) | Exhibits
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3.1
Amended and Restated Articles of Incorporation of Total Nutraceutical Solutions, Inc. dated January 29, 2010.
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) | |||||
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Date: October 29, 2010 |
| By: |
| /s/ Marvin S. Hausman, M.D. | ||
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| Marvin S. Hausman, M.D. President and CEO |
Exhibit 3.1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
Article 1
Name of Corporation
Total Nutraceutical Solutions, Inc.
Article 2
Resident Agent Name and Street Address
Thomas C. Cook, Esq., 500 N. Rainbow, Suite 300, Las Vegas, Nevada 89107
Article 3
Number of Shares Corporation is Authorized to Issue
Number of Shares:
150,000,000 Common
5,000,000 Preferred
Par Value $0.001 Number of Shares without par value: None
Article 4
Names, Addresses, Number of Board of Directors/Trustees
Frank Arnone, 2811 Reidville Rd., Suite 23, Spartanburg, South Carolina 29301
Article 5
Purpose
The purpose of this Corporation shall be: any lawful purpose.
Article 6
Name and Address of Incorporator
Basic Services, Inc., Mark DeStefano, President, 500 N. Rainbow, Suite 300, Las Vegas, Nevada 89107
Dated: January 29, 2010