TOTAL NUTRACEUTICAL SOLUTIONS, INC. 8-K 12/23/11

0001469709-11-000305.txt : 20111223 0001469709-11-000305.hdr.sgml : 20111223 20111223141506 ACCESSION NUMBER: 0001469709-11-000305 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20111220 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20111223 DATE AS OF CHANGE: 20111223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Total Nutraceutical Solutions, Inc. 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: 111280054 BUSINESS ADDRESS: STREET 1: PO BOX 910 CITY: STEVENSON STATE: WA ZIP: 98648 BUSINESS PHONE: 509-427-5132 MAIL ADDRESS: STREET 1: PO BOX 910 CITY: STEVENSON STATE: WA ZIP: 98648 FORMER COMPANY: FORMER CONFORMED NAME: Total Nutraceutical Solutions DATE OF NAME CHANGE: 20081024 FORMER COMPANY: FORMER CONFORMED NAME: Generic Marketing Services, Inc. DATE OF NAME CHANGE: 20070730 8-K 1 tnus8k_122311apg.htm TNUS 8-K 12/23/11 TOTAL NUTRACEUTICAL SOLUTIONS, INC. 8-K 12/23/11

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): December 20, 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)

(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 1.01. Entry into a Material Definitive Agreement.

On December 20, 2011 our President, Chief Executive Officer, Interim Chief Financial Officer and Chairman, Marvin S. Hausman, M.D., and Philip Sobol, M.D., a director, entered into an amendment to the Promissory Note dated December 30, 2009 pursuant to which Drs. Hausman and Sobol loaned an aggregate principal amount of $50,000 to Total Nutraceutical Solutions, Inc. (TNS) at an interest rate of 6% per annum with a maturity date of December 31, 2011. Under the amendment the maturity date of the Promissory Note was extended for two years to December 31, 2013. In return for the extension of the maturity date, each of Dr. Hausman and Dr. Sobol were issued a five year common stock purchase warrant to purchase one million shares of common stock at an exercise price of $0.06 per share.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

See the description in Item 1.01 of the amendment of the Promissory Note dated December 30, 2009 which was entered into on December 20, 2011. The terms of the original Promissory Note remain unchanged except for the extension of the maturity date from December 31, 2011 to December 31, 2013.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On December 19, 2011 TNS held its annual meeting of shareholders. The three incumbent directors were re-elected and the following proposals were approved by the shareholders at the meeting: ratification of the appointment of Peterson Sullivan LLC as the independent auditors for the fiscal year ending December 31, 2011, ratification of the amendment of the Amended and Restated Certificate of Incorporation to change the corporate name from Total Nutraceutical Solutions, Inc. to Entia Biosciences, Inc., ratification of the authorization of a 1:10 reverse stock split, and an approval of the creation of a wholly owned subsidiary named Total Nutraceutical Solutions, Inc. The actual vote tallies for each director and for each proposal are as follows:

Proposal #1: The election of Marvin S. Hausman, M.D., Philip Sobol, M.D. and Elliot A. Shelton, Esq. to serve on the Board of Directors:


Nominee		Total Votes For All Nominees		Total Votes Withheld From All Nominees
Marvin S. Hausman, M.D.		36,576,989		4,159,250
Philip A. Sobol, M.D.		36,226,989		4,509,250
Elliot A. Shelton, Esq.		36,576,989		4,509,250

Proposal #2: Ratification of the appointment of Peterson Sullivan, LLC. as our independent auditors for the fiscal year ending December 31, 2011:


Total Votes For		Total Votes Against		Abstained
40,375,339		0		360,900

Proposal #3: Ratification of the amendment of the Amended and Restated Certificate of Incorporation to change the corporate name from Total Nutraceutical Solutions, Inc. to Entia Biosciences, Inc.:


Total Votes For		Total Votes Against		Abstained
39,866,828		851,900		9,011

Proposal #4: Ratification of the authorization of a 1:10 reverse stock split:


Total Votes For		Total Votes Against		Abstained
39,691,557		369,682		666,500

Proposal #5: Approval of the creation of a wholly owned subsidiary named Total Nutraceutical Solutions, Inc.:


Total Votes For		Total Votes Against		Abstained
40,353,598		350,900		23,243

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


	Exhibit #	Description
	10.1	Amendment No. 1 to Promissory Note Hausman/Sobol dated December 20, 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.


				TOTAL NUTRACEUTICAL SOLUTIONS, INC. (Registrant)

Date: December 23, 2011				By:		/s/ Marvin S. Hausman, M.D.
						Marvin S. Hausman, M.D. President and CEO

EX-10 2 exhibit_101apg.htm EXHIBIT 10.1 EXHIBIT 10.1

EXHIBIT 10.1

Amendment No. 1 to Promissory Note

Sobol/Hausman

$50,000 Dated December 30, 2009

The following terms set forth the amendment to the Promissory Note (Note) dated as of December 30, 2009 between Marvin S. Hausman and Philip Sobol (the Individual Payees) and Total Nutraceutical Solutions (TNS, the Payor).

1.

The maturity date of the Note shall be extended an additional two years to December 31, 2013.

2.

Interest rate will remain 6% per annum and shall continue to accrue until the Promissory Note is payable.

3.

TNS will grant to each Individual Payee 1,000,000 warrants at $0.06 cents per share; 500,000 warrants to each Individual Payee will vest upon execution of this agreement with the remaining warrants vesting over a 2 year period.

4.

Except as otherwise provided herein, the original note remains in full force and effect.

In Witness Whereof, the parties hereto have caused this Amendment to the Note to be executed as of the 20^th day of December 2011.

BY:/s/ Marvin S. Hausman

Marvin S. Hausman

BY:/s/ Philip Sobol

Philip Sobol

BY:/s/ Devin Andres

Devin Andres, Vice President Operations

Total Nutraceutical Solutions, Inc.