Total Nutraceutical Solutions, Inc.
80 Columbia Street
Stevenson, Washington 98648
Via Electronic Submission through EDGAR
March 18, 2011
Larry Spirgel, Assistant Director
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Joe Cascarano, Larry Spirgel
RE:
Total Nutraceutical Solutions, Inc.
Item 4.01 Form 8-K
Filed March 7, 2011
File No. 000-52864
Dear Mr. Spirgel,
This cover letter is being filed on EDGAR in response to the Staff’s comment letter to us dated March 10, 2011 in connection with our above referenced Form 8-K filed by the registrant on March 7, 2011. In conjunction with the filing of this cover letter we are also filing an amended Form 8-K with changes responsive to your comments. We are also filing a redline version of the Form 8-K/A to assist you in your review. Responses to the comments contained in the comment letter follow the comment number below.
1.
We have amended our Form 8-K, Item 4.01(1)(ii) to correctly reflect the scope of the accountant’s report of Li & Company, P.C., filed with our annual report on Form 10-K filed on April 15, 2010 and our Form 10-K/A filed on October 19, 2010, to include the transition period from August 1, 2008 to December 31, 2008, in addition to the fiscal period ended December 31, 2009.
2.
We have also amended our Form 8-K Item 4.01(1)(ii) deleting the reference to June 30, 2010 and replacing that with a reference to December 31, 2009 and for the transition period from August 1, 2008 to December 31, 2008.
3.
The letter from Li & Company, P.C., our former accountant, is included as Exhibit 16.1 to the Form 8-K Amendment No. 1.
We acknowledge the company is responsible for the adequacy and accuracy of the disclosure in the filing, that staff comments or changes to disclosure in response to staff comments do not foreclose the Commission horn taking any action with respect to the filing, and that the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please do not hesitate to contact the undersigned at (509) 427-5132 or our securities counsel, Michael R. Espey at (206) 860-6022 should you have any questions, comments, or responses about the contents of this letter. Our company fax number is (509) 427-5422.
Sincerely,
/s/ Marvin S. Hausman, M.D.
Marvin S. Hausman, M.D.
Chairman & Chief Executive Officer
Total Nutraceutical Solutions, Inc.
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
___________
FORM 8-K
Amendment No. 1
___________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date Of Earliest Event Reported): March 1, 2011
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 |
| (Registrant’s telephone number, including area code)
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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:
[ ] 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 4.01 Changes in Registrant's Certifying Accountant.
(1)
Previous Independent Registered Public Accounting Firm
(i)
On March 7, 2011, Total Nutraceutical Solutions, Inc. (“TNS”) dismissed its independent registered public accounting firm, Li & Company, P.C.
(ii)
TNS engaged Li & Company on August 4, 2009 and Li & Company audited our financial statements for the fiscal year ended December 31, 2009 and for the transition period from August 1, 2008 to December 31, 2008 . Li & Company’s report on our financial statements for the fiscal year ended December 31, 2009 and for the transition period from August 1, 2008 to December 31, 2008 did not contain any adverse opinion or disclaimer of opinion and the report was not qualified or modified as to uncertainty, audit scope or accounting principles other than a note as to the ability of TNS to continue as a going concern.
(iii)
Our Board of Directors made the decision to authorize our management to dismiss our independent registered public accounting firm.
(iv)
During the period of our engagement of Li & Company from August 4, 2009 through March 7, 2011, including the audit of our financial statements for the fiscal year ended December 31, 2009, (a) there were no disagreements with Li & Company on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of the Li & Company, would have caused it to make reference thereto in its reports on the financial statements for such years and (b) there were no “reportable events” as described in Item 304(a)(1)(v) of Regulation S-K.
(v)
Prior to filing this report we provided Li & Company with a copy of the foregoing disclosures and requested that Li & Company furnish us with a letter addressed to the Securities & Exchange Commission stating whether it agrees with the above statements, and if not, stating the respects with which it does not agree. We have received such letter from Li & Company and we have included the letter as Exhibit 16.1 to this Amendment No. 1 to this Form 8-K.
New Independent Registered Public Accounting Firm
Peterson Sullivan LLP was appointed by the Board of Directors of TNS as its new independent registered public accounting firm on March 1, 2011 to audit and review the its financial statements for the fiscal year ended December 31, 2010. During our two most recent fiscal years and through March 1, 2011, we did not consult Peterson Sullivan LLP regarding:
(i)
either the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on our financial statements, and neither a written report was provided to us or oral advice was provided that the new accountant concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or
(ii)
any matter that was either the subject of a disagreement as defined in paragraph 304(a)(1)(iv) of Regulation S-K or a reportable event as described in paragraph 304(a)(1)(v) of Regulation S-K.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit # | Description |
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| 16.1 | Letter from Li & Company, P.C. dated March 18, 2011 |
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.
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| TOTAL NUTRACEUTICAL SOLUTIONS, INC. (Registrant) | ||||
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| Date: March 18 , 2011 |
| By: |
| /s/ Marvin S. Hausman, M.D. | ||
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| Marvin S. Hausman, M.D. President and CEO |