UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM
10-Q



|     |                                                                                      
|---- | -------------------------------------------------------------------------------------
|[X]  | Quarterly report pursuant Section 13 or 15(d) of
the Securities Exchange Act of 1934 
|     | For the quarterly period ended June 30,
2009.                                        
|     |                                                                                      
|[  ] | Transition report pursuant Section 13 or 15(d) of
the Securities Exchange Act of 1934
|     | For the transition period from _______ to
_______.                                   



000-52864

(Commission file number)



[tns10q063009apg001.jpg]



Total Nutraceutical Solutions, Inc.

(Exact name of small business issuer
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)



(509) 427-5132

(Registrants telephone number)



2811 Reidville Road, Ste. 23, Spartanburg, SC 29301

(Former name, former address and
former fiscal year, if changed since last report)



Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
  Yes [X]  No [
 ]



Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):



|                             |                              
|---------------------------- | -----------------------------
|Large accelerated filer [  ] | Accelerated filer [  ]       
|Non-accelerated filer [  ]   | Smaller reporting company
[X]



Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act).  Yes [
 ] No [X]



On August 18, 2009, 51,912,470 shares of the registrant's
common stock, par value $.001 per share, were outstanding.

---



TABLE
OF CONTENTS



|                               |                                                                                       |    |   
|------------------------------ | ------------------------------------------------------------------------------------- | -- | --
|PART I  FINANCIAL INFORMATION |                                                                                       | 3 
|Item 1.                        | Financial Statements                                                                  |    | 3 
|Item 2.                        | Managements Discussion and Analysis of
Financial Condition and Results of Operations |    | 17
|Item 3.                        | Quantitative and Qualitative Disclosures About
Market Risk                            |    | 21
|Item 4.                        | Controls and Procedures                                                               |    | 21
|PART II  OTHER INFORMATION    |                                                                                       | 23
|Item 1.                        | Legal Proceedings                                                                     |    | 23
|Item 1A.                       | Risk Factors                                                                          |    | 23
|Item 2.                        | Unregistered Sales of Equity Securities and Use
of Proceeds                           |    | 23
|Item 3.                        | Defaults Upon Senior Securities                                                       |    | 23
|Item 4.                        | Submission of Matters to a Vote of Security
Holders                                   |    | 23
|Item 5.                        | Other Information                                                                     |    | 23
|Item 6.                        | Exhibits                                                                              |    | 24
|SIGNATURES                     |                                                                                       |    | 25





- 2 -

---

PART I 
FINANCIAL INFORMATION



Item1. Financial Statements



|                                                    |                                                                |                                                                |           |           |           |               |         |                  
|--------------------------------------------------- | -------------------------------------------------------------- | -------------------------------------------------------------- | --------- | --------- | --------- | ------------- | ------- | -----------------
|TOTAL NUTRACEUTICAL SOLUTIONS, INC.                
|(A DEVELOPMENT STAGE COMPANY)                      
|BALANCE SHEETS                                     
|                                                    |                                                                |                                                                |           |           |           |               |         |                  
|                                                    |                                                                |                                                                |           |           |           | June 30, 2009 |         | December 31, 2008
|                                                    |                                                                |                                                                |           |           |           | (Unaudited)   |         |                  
|Assets                                              |                                                                |                                                                |           |           |           |              
|Current Assets                                      |                                                                |                                                                |           |           |          
|                                                    | Cash                                                           |                                                                |           | $         | 374,404   | $             | 273,171
|                                                    | Inventory                                                      |                                                                |           | 210,500   |           | 200,000      
|                                                    | Prepaid expenses                                               |                                                                |           | 11,604    |           | 25,529       
|                                                    | Current portions of lease receivable                           |                                                                |           | 4,214     |           | -            
|                                                    | Notes receivable                                               |                                                                |           | 135,000   |           | -            
|                                                    | Accrued interest receivable                                    |                                                                |           | 1,692     |           | -            
|                                                    | Total Current Assets                                           |                                                                |           | 737,415   |           | 498,700      
|                                                    |                                                                |                                                                |           |           |           |               |         |                  
|Fixed Assets                                        |                                                                |                                                                |           |           |          
|                                                    | Furniture and Equipment                                        |                                                                |           | 3,960     |           | -            
|                                                    | Accumulated depreciation                                       |                                                                |           | (343)     |           | -            
|                                                    |                                                                | Total Fixed Assets                                             |           |           | 3,617     |               | -      
|                                                    |                                                                |                                                                |           |           |           |               |         |                  
|Lease receivable, Net of current
Portion            |                                                                |                                                                | 22,621    |           |          
|                                                    |                                                                |                                                                |           |           |           |               |         |                  
|Total Assets                                        |                                                                | $                                                              | 763,653   | $         | 498,700  
|                                                    |                                                                |                                                                |           |           |           |               |         |                  
|                                                    |                                                                |                                                                |           |           |           |               |         |                  
|Liabilities and Stockholders' Equity                |                                                                |                                                                |           |           |          
|Current Liabilities:                                |                                                                |                                                                |           |           |          
|                                                    | Accounts payable and accrued expenses                          |                                                                | $         | 29,555    | $         | 6,495        
|                                                    | Due to stockholder                                             |                                                                |           | 21,328    |           | 35,387       
|                                                    | Note payable                                                   |                                                                |           | 4,204     |           | 16,539       
|                                                    | Total Current Liabilities                                      |                                                                |           | 55,087    |           | 58,420       
|                                                    |                                                                |                                                                |           |           |           |               |         |                  
|Stockholders' Equity                                |                                                                |                                                                |           |           |          
|                                                    | Preferred stock, $.001 par value, 5,000,000 shares
authorized, |                                                                |           |           |          
|                                                    |                                                                | None issued or outstanding                                     |           |           | -         |               | -      
|                                                    | Common stock, $.001 par value, 70,000,000 shares
authorized,   |                                                                |           |           |          
|                                                    |                                                                | 51,912,470 and 49,673,750 issued and outstanding,
respectively | $         | 51,913    | $         | 49,674       
|                                                    | Additional Paid-In Capital                                     |                                                                |           | 1,023,039 |           | 510,776      
|                                                    | Deferred Compensation                                          |                                                                |           | (10,765)  |           | -            
|                                                    | Deficit accumulated during the development
stage               |                                                                | (356,987) |           | (121,535)
|                                                    | Other comprehensive income:                                    |                                                                |           |           |           |              
|                                                    |                                                                | Foreign currency translation gain                              |           |           | 1,366     |               | 1,366  
|                                                    |                                                                |                                                                |           |           |           |               |         |                  
|Total Stockholders' Equity                          |                                                                |                                                                | 708,565   |           | 440,280  
|                                                    |                                                                |                                                                |           |           |           |               |         |                  
|Total Liabilities and Stockholders'
Equity          |                                                                | $                                                              | 763,653   | $         | 498,700  
|                                                    |                                                                |                                                                |           |           |           |               |         |                  
|See accompanying notes to the
financial statements.



- 3 -

---



|                                                    |                                    |                          |        |                            |      |                            |        |                          |      |                          |         |                                                      
|--------------------------------------------------- | ---------------------------------- | ------------------------ | ------ | -------------------------- | ---- | -------------------------- | ------ | ------------------------ | ---- | ------------------------ | ------- | -----------------------------------------------------
|TOTAL NUTRACEUTICAL SOLUTIONS, INC.                
|(A DEVELOPMENT STAGE COMPANY)                      
|STATEMENTS OF OPERATIONS                           
|                                                   
|                                                    |                                    |                          |        | For the
Three
Months
Ended |      | For the
Three
Months
Ended |        | For the
Six
Months
Ended |      | For the
Six
Months
Ended |         | For the Period from July 19,
2007 (Inception) through
|                                                    |                                    |                          |        | June 30, 2009              |      | June 30, 2008              |        | June 30, 2009            |      | June 30, 2008            |         | June 30, 2009                                        
|                                                    |                                    |                          |        | (Unaudited)                |      | (Unaudited)                |        | (Unaudited)              |      | (Unaudited)              |         | (Unaudited)                                          
|                                                    |                                    |                          |        |                            |      |                            |        |                          |      |                          |         |                                                      
|OPERATING EXPRENSES                                 |                                    |                          |        |                            |      |                            |        |                          |      |                         
|                                                    | Consulting fees                    | $                        | 38,435 | $                          | -    | $                          | 96,507 | $                        | -    | $                        | 135,474
|                                                    | Advertising and promotion          |                          | 4,360  |                            | -    |                            | 15,755 |                          | -    |                          | 16,025 
|                                                    | Depreciation                       |                          | 265    |                            | -    |                            | 343    |                          | -    |                          | 343    
|                                                    | General and administrative         |                          | 11,690 |                            | -    |                            | 46,870 |                          | -    |                          | 54,591 
|                                                    | Accounting                         |                          | 9,180  |                            | -    |                            | 21,160 |                          | -    |                          | 28,380 
|                                                    | Legal                              |                          | 2,500  |                            | -    |                            | 12,021 |                          | -    |                          | 36,268 
|                                                    | Insurance                          |                          | 6,962  |                            | -    |                            | 13,925 |                          | -    |                          | 16,246 
|                                                    | Travel                             |                          | 13,567 |                            | -    |                            | 30,404 |                          | -    |                          | 61,278 
|                                                    | Stock transfer agent               |                          | 75     |                            | -    |                            | 165    |                          | -    |                          | 7,500  
|                                                    | Interest                           |                          | 140    |                            | -    |                            | 383    |                          | -    |                          | 487    
|                                                    | Miscellaneous                      |                          | 2      |                            | -    |                            | 108    |                          | -    |                          | 2,586  
|                                                    |                                    |                          |        |                            |      |                            |        |                          |      |                          |         |                                                      
|                                                    |                                    | Total Operating Expenses |        | 87,177                     |      | -                          |        | 237,642                  |      | -                        |         | 359,177                                              
|                                                    |                                    |                          |        |                            |      |                            |        |                          |      |                          |         |                                                      
|LOSS FROM OPERATIONS                                |                                    | (87,177)                 |        | -                          |      | (237,642)                  |        | -                        |      | (359,177)               
|                                                    |                                    |                          |        |                            |      |                            |        |                          |      |                          |         |                                                      
|OTHER INCOME                                        |                                    |                          |        |                            |      |                            |        |                          |      |                         
|                                                    | Interest income                    |                          | 1,307  |                            | -    |                            | 1,307  |                          | -    |                          | 1,307  
|                                                    | Other Income                       |                          | -      |                            | 100  |                            | -      |                          | 100  |                          | 883    
|                                                    |                                    |                          |        |                            |      |                            |        |                          |      |                          |         |                                                      
|                                                    |                                    | Total other income       |        | 1,307                      |      | 100                        |        | 2,190                    |      | 100                      |         | 2,190                                                
|                                                    |                                    |                          |        |                            |      |                            |        |                          |      |                          |         |                                                      
|INCOME (LOSS)
BEFORE TAXES                          |                                    | (85,869)                 |        | 100                        |      | (235,452)                  |        | 100                      |      | (356,987)               
|                                                    |                                    |                          |        |                            |      |                            |        |                          |      |                          |         |                                                      
|INCOME TAXES                                        |                                    | -                        |        | -                          |      | -                          |        | -                        |      | -                       
|                                                    |                                    |                          |        |                            |      |                            |        |                          |      |                          |         |                                                      
|NET INCOME (LOSS)                                   | $                                  | (85,869)                 | $      | 100                        | $    | (235,452)                  | $      | 100                      | $    | (356,987)               
|                                                    |                                    |                          |        |                            |      |                            |        |                          |      |                          |         |                                                      
|                                                    |                                    |                          |        |                            |      |                            |        |                          |      |                          |         |                                                      
|NET INCOME (LOSS) PER
COMMON SHARE                 
|                                                    | - BASIC AND DILUTED:               | $                        | (0.00) | $                          | 0.00 | $                          | (0.00) | $                        | 0.00 | $                        | (0.01) 
|                                                    |                                    |                          |        |                            |      |                            |        |                          |      |                          |         |                                                      
|                                                    | Weighted common shares
outstanding |                          |        |                            |      |                            |        |                          |      |                          |        
|                                                    |                                    | - basic and diluted      |        | 50,853,803                 |      | 10,873,750                 |        | 50,447,230               |      | 10,873,750               |         | 30,134,985                                           
|                                                    |                                    |                          |        |                            |      |                            |        |                          |      |                          |         |                                                      
|See accompanying notes to the
financial statements.



- 4 -

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|                                                       |                                              |                                       |           |           |                          |     |   |                          |           |           |                    
|------------------------------------------------------ | -------------------------------------------- | ------------------------------------- | --------- | --------- | ------------------------ | --- | - | ------------------------ | --------- | --------- | -------------------
|TOTAL NUTRACEUTICAL SOLUTIONS, INC.                   
|(A DEVELOPMENT STAGE
COMPANY)                         
|STATEMENTS OF CASH
FLOWS                              
|                                                       |                                              |                                       |           |           |                          |     |   |                          |           |           | For the Period from
|                                                       |                                              |                                       |           |           |                          |     |   |                          |           |           | July 19, 2007      
|                                                       |                                              |                                       |           |           | For the Six
Months Ended |     |   | For the Six
Months Ended |           |           | (Inception) through
|                                                       |                                              |                                       |           |           | June 30, 2009            |     |   | June 30, 2008            |           |           | June 30, 2009      
|                                                       |                                              |                                       |           |           | (Unaudited)              |     |   | (Unaudited)              |           |           | (Unaudited)        
|                                                       |                                              |                                       |           |           |                          |     |   |                          |           |           |                    
|CASH FLOWS FROM OPERATING ACTIVITIES:                  |                                              |                                       |           |           |                          |     |   |                          |          
|Net Income (loss)                                      |                                              | $                                     | (235,452) |           | $                        | 100 |   | $                        | (356,987)
|                                                       |                                              |                                       |           |           |                          |     |   |                          |           |           |                    
|Adjustments to reconcile net income (loss) to
net cash |                                              |                                       |           |           |                          |     |   |                         
|                                                       | provided by (used in) operating activities:  |                                       |           |           |                          |     |   |                          |           |          
|                                                       | Depreciation                                 |                                       |           | 343       |                          |     | - |                          |           | 343      
|                                                       | Deferred compensation                        |                                       |           | 6,125     |                          |     | - |                          |           | 6,125    
|                                                       | Changes in operating assets and liabilities: |                                       |           |           |                          |     |   |                          |           |          
|                                                       |                                              | Inventory                             |           |           | (10,500)                 |     |   | -                        |           |           | (210,500)          
|                                                       |                                              | Prepaid expenses                      |           |           | 13,925                   |     |   | -                        |           |           | (11,604)           
|                                                       |                                              | Lease                                 |           |           | (26,835)                 |     |   | -                        |           |           | (26,835)           
|                                                       |                                              | Interest receivable                   |           |           | (1,692)                  |     |   | -                        |           |           | (1,692)            
|                                                       |                                              | Accounts payable and
accrued expenses |           |           | 23,060                   |     |   | -                        |           |           | 29,555             
|                                                       |                                              |                                       |           |           |                          |     |   |                          |           |           |                    
|NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES    |                                              | $                                     | (231,026) |           | $                        | 100 |   | $                        | (571,595)
|                                                       |                                              |                                       |           |           |                          |     |   |                          |           |           |                    
|CASH FLOWS FROM INVESTING ACTIVITIES:                  |                                              |                                       |           |           |                          |     |   |                          |          
|                                                       | Notes receivable                             |                                       |           | (135,000) |                          |     | - |                          |           | (135,000)
|                                                       | Purchase of furniture and equipment          |                                       |           | (3,960)   |                          |     | - |                          |           | (3,960)  
|                                                       |                                              |                                       |           |           |                          |     |   |                          |           |           |                    
|NET CASH USED IN INVESTING ACTIVITIES                  |                                              | $                                     | (138,960) |           | $                        | -   |   | $                        | (138,960)
|                                                       |                                              |                                       |           |           |                          |     |   |                          |           |           |                    
|CASH FLOWS FROM FINANCING ACTIVITIES:                  |                                              |                                       |           |           |                          |     |   |                          |          
|                                                       | Amounts received from (paid to) stockholder  |                                       |           | (14,058)  |                          |     | - |                          |           | 21,328   
|                                                       | Proceeds from note payable                   |                                       |           | -         |                          |     | - |                          |           | 16,539   
|                                                       | Payments of note payable                     |                                       |           | (12,335)  |                          |     | - |                          |           | (12,335) 
|                                                       | Proceeds from sale of common stock           |                                       |           | 497,612   |                          |     | - |                          |           | 1,058,062
|                                                       | Proceeds from other comprehensive income     |                                       |           | -         |                          |     | - |                          |           | 1,366    
|NET CASH PROVIDED BY FINANCING ACTIVITIES              |                                              | $                                     | 471,219   |           | $                        | -   |   | $                        | 1,084,959
|                                                       |                                              |                                       |           |           |                          |     |   |                          |           |           |                    
|NET CHANGE IN CASH                                     |                                              |                                       | 101,233   |           |                          | 100 |   |                          | 374,404  
|                                                       |                                              |                                       |           |           |                          |     |   |                          |           |           |                    
|Cash at beginning of period                            |                                              |                                       | 273,171   |           |                          | -   |   |                          | -        
|                                                       |                                              |                                       |           |           |                          |     |   |                          |           |           |                    
|Cash at end of period                                  |                                              | $                                     | 374,404   |           | $                        | 100 |   | $                        | 374,404  
|                                                       |                                              |                                       |           |           |                          |     |   |                          |           |           |                    
|SUPPLEMENTAL DISCLOSURE OF
CASH FLOWS INFORMATION:     |                                              |                                       |           |           |                          |     |  
|                                                       | Interest paid                                |                                       | $         | 383       |                          | $   | - |                          | $         | 487      
|                                                       | Taxes paid                                   |                                       | $         | -         |                          | $   | - |                          | $         | -        
|                                                       |                                              |                                       |           |           |                          |     |   |                          |           |           |                    
|See accompanying notes to the
financial statements.   



- 5 -

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Total Nutraceutical Solutions, Inc.

(A
Development Stage Company)

June
30, 2009 and 2008

Notes
to the Financial Statements

(Unaudited)



NOTE 1 - ORGANIZATION AND
OPERATIONS



Generic Marketing
Services, Inc. (Generic Marketing Services) (A Development Stage Company) was
incorporated on July 19, 2007 under the laws of the State of Nevada.  The
company was incorporated as a subsidiary of Basic Services, Inc. (Basic
Services), a Nevada corporation.



Basic Services has been
engaged in the development of generic pharmaceutical products its management
decided to focus its attention on generic product development, and spin off its
marketing segment.  Basic Services formed a subsidiary, which solely
focused on marketing products, as compared to developing products.  On
December 31, 2007, Basic Services decided to spin off its subsidiary.



On October 8, 2008,
Generic Marketing Services filed a Certificate of Amendment to its Articles of
Incorporation with the Nevada Secretary of State to change its corporate name
from Generic Marketing Services, Inc. to Total Nutraceutical Solutions, Inc.
(TNS or the Company).





NOTE 2 - SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES



Basis of presentation



The accompanying
unaudited interim financial statements and related notes have been prepared in
accordance with accounting principles generally accepted in the United States of
America (U.S. GAAP) for interim financial information, and with the rules and
regulations of the United States Securities and Exchange Commission (SEC) to
Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not
include all of the information and footnotes required by U.S. GAAP for complete
financial statements.  The unaudited interim financial statements furnished
reflect all adjustments (consisting of normal recurring accruals) which are, in
the opinion of management, necessary to a fair statement of the results for the
interim periods presented.  Unaudited interim results are not necessarily
indicative of the results for the full year.  These unaudited interim
financial statements should be read in conjunction with the financial statements
of the Company for the year ended December 31, 2008 and notes thereto contained
in the information filed as part of the Companys Form 10-K filed on March 31,
2009.



Reclassification



Certain amounts in the
prior period financial statements have been reclassified to conform to the
current period presentation.   These reclassifications had no effect
on reported losses.



Development stage company



The Company is a
development stage company as defined by Statement of Financial Accounting
Standards No. 7Accounting and Reporting by Development Stage Enterprises(SFAS No. 7).  The Company is still devoting substantially all of its
efforts on establishing the business and its planned principal operations have
not commenced.  All losses accumulated since inception have been considered
as part of the Companys exploration stage activities.



Use of estimates



The preparation of
financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period.  Actual results could
differ from those estimates.



Fiscal year end



The Company elected July
31 as its initial fiscal year end date upon its formation.  On November 11,
2008, the Company decided to change its fiscal year end date to December 31 from
July 31.



- 6 -

---

Cash
equivalents



The Company considers
all highly liquid investments with a maturity of three months or less when
purchased to be cash equivalents.



Inventory



The Company values
inventory, consisting of purchased raw materials, at the lower of cost or
market.  Cost is determined on the First-in and First-out (FIFO) method.
 The Company regularly reviews its inventory on hand and, when necessary,
records a provision for excess or obsolete inventory based primarily on current
selling price.  The Company determined that there was no inventory
obsolescence as of June 30, 2009.



Property and equipment



Property and equipment
are recorded at cost.  Expenditures for major additions and betterments are
capitalized.  Maintenance and repairs are charged to operations as
incurred.  Depreciation of property and equipment is computed by the
straight-line method (after taking into account their respective estimated
residual values) over the assets estimated useful lives of three (3) years.
 Upon sale or retirement of property and equipment, the related cost and
accumulated depreciation are removed from the accounts and any gain or loss is
reflected in statements of operations.



Impairment of long-lived
assets



The Company follows
Statement of Financial Accounting Standards No. 144 Accounting for the
Impairment or Disposal of Long-Lived Assets(SFAS No. 144) for its
long-lived assets. The Companys long-lived assets, which include property and
equipment are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable.



The Company assesses the
recoverability of its long-lived assets by comparing the projected undiscounted
net cash flows associated with the related long-lived asset or group of
long-lived assets over their remaining estimated useful lives against their
respective carrying amounts. Impairment, if any, is based on the excess of the
carrying amount over the fair value of those assets.  Fair value is
generally determined using the assets expected future discounted cash flows or
market value, if readily determinable.  If long-lived assets are determined
to be recoverable, but the newly determined remaining estimated useful lives are
shorter than originally estimated, the net book values of the long-lived assets
are depreciated over the newly determined remaining estimated useful lives.
 The Company determined that there were no impairments of long-lived assets
as of June 30, 2009 or 2008.



Fair value of financial
instruments



The Company follows
Statement of Financial Accounting Standards No. 107 Disclosures about fair
value of Financial Instruments (SFAS No. 107) for disclosures about fair
value of its financial instruments and has adopted Financial Accounting
Standards Board (FASB) No. 157 Fair Value Measurements (SFAS No.
157) to measure the fair value of its financial instruments.  SFAS No. 157
establishes a framework for measuring fair value in generally accepted
accounting principles (GAAP), and expands disclosures about fair value
measurements. To increase consistency and comparability in fair value
measurements and related disclosures, SFAS No. 157 establishes a fair value
hierarchy which prioritizes the inputs to valuation techniques used to measure
fair value into three (3) broad levels.  The fair value hierarchy gives the
highest priority to quoted prices (unadjusted) in active markets for identical
assets or liabilities and the lowest priority to unobservable inputs.  The
three (3) levels of fair value hierarchy defined by SFAS No. 157 are described
below:



|        |  |                                                                                                                                                            
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|Level 1 |  | Quoted market prices available in
active markets for identical assets or liabilities as of the reporting
date.                                             
|Level 2 |  | Pricing inputs other than quoted
prices in active markets included in Level 1, which are either directly or
indirectly observable as of the reporting date.
|Level 3 |  | Pricing inputs that are generally
observable inputs and not corroborated by market
data.                                                                   



As defined by SFAS No.
107, the fair value of a financial instrument is the amount at which the
instrument could be exchanged in a current transaction between willing parties,
other than in a forced or liquidation sale, which was further clarified as the
price that would be received to sell an asset or paid to transfer a liability
(an exit price) in an orderly transaction between market participants at the
measurement date.  The carrying amounts of the Companys financial assets
and liabilities, such as cash, prepaid expenses, lease, interest receivable, and
accrued expenses, approximate their fair values because of the short maturity of
these instruments.  The Companys note receivable, lease receivable, and
note payable approximate the fair value of such instruments based upon
managements best estimate of interest rates that would be available to the
Company for similar financial arrangements at June 30, 2009 and December 31,
2008.



- 7 -

---

The Company does not have any assets or liabilities measured at
fair value on a recurring or a non-recurring basis, consequently, the Company
did not have any fair value adjustments for assets and liabilities measured at
fair value at June 30, 2009 or 2008, nor gains or losses are reported in the
statement of operations that are attributable to the change in unrealized gains
or losses relating to those assets and liabilities still held at the reporting
date for the interim period ended June 30, 2009 or for the period from July 19,
2007 (inception) through June 30, 2009.



Revenue recognition



The Company follows the
guidance of the United States Securities and Exchange Commissions Staff
Accounting Bulletin (SAB) No. 101 Revenue Recognition (SAB No.
101), as amended by SAB No. 104 (SAB No. 104) for revenue recognition.
 The Company recognizes revenue when it is realized or realizable and
earned less estimated future doubtful accounts.  The Company considers
revenue realized or realizable and earned when all of the following criteria are
met: (i) persuasive evidence of an arrangement exists, (ii) the product has been
shipped or the services have been rendered to the customer, (iii) the sales
price is fixed or determinable, and (iv) collectability is reasonably
assured.



The Company will derive
its revenue from sales contracts with customers with revenues being generated
upon the shipment of mineral ores upon the Company commencing exploration
operations.  Persuasive evidence of an arrangement is demonstrated via
invoice, product delivery is evidenced by warehouse shipping log as well as a
signed bill of lading from the trucking company or third party carrier and title
transfers upon shipment, based on free on board (FOB) warehouse; the sales
price to the customer is fixed upon acceptance of the purchase order and there
is no separate sales rebate, discount, or volume incentive.



Advertising costs



Advertising costs are
expensed as incurred.



Income taxes



The Company accounts for
income taxes under Statement of Financial Accounting Standards No. 109
Accounting for Income Taxes (SFAS No. 109).  Deferred income tax
assets and liabilities are determined based upon differences between the
financial reporting and tax bases of assets and liabilities and are measured
using the enacted tax rates and laws that will be in effect when the differences
are expected to reverse.  Deferred tax assets are reduced by a valuation
allowance to the extent management concludes it is more likely than not that the
assets will not be realized.  Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in the statements of operations in the period that includes
the enactment date.



The Company adopted the
provisions of Financial Accounting Standards Board (FASB) Interpretation No.
48 Accounting for Uncertainty in Income Taxes  an interpretation of FASB
Statement No. 109 (FIN 48).  FIN 48 addresses the determination of
whether tax benefits claimed or expected to be claimed on a tax return should be
recorded in the financial statements.  Under FIN 48, the Company may
recognize the tax benefit from an uncertain tax position only if it is more
likely than not that the tax position will be sustained on examination by the
taxing authorities, based on the technical merits of the position.  The tax
benefits recognized in the financial statements from such a position should be
measured based on the largest benefit that has a greater than fifty percent
(50%) likelihood of being realized upon ultimate settlement.  FIN 48 also
provides guidance on de-recognition, classification, interest and penalties on
income taxes, accounting in interim periods and requires increased disclosures.
 The Company had no material adjustments to its liabilities for
unrecognized income tax benefits according to the provisions of FIN 48.



Commitments and
contingencies



Liabilities for loss
contingencies arising from claims, assessments, litigation, fines and penalties
and other sources are recorded when it is probable that a liability has been
incurred and the amount of the assessment can be reasonably estimated.



Net income (loss) per common
share



Net income (loss) per
common share is computed pursuant to Statement of Financial Accounting Standards
No. 128 Earnings Per Share (SFAS No. 128).  Basic net income
(loss) per share is computed by dividing net income (loss) by the weighted
average number of shares of common stock outstanding during the period.
 Diluted net income (loss) per share is computed by dividing net income
(loss) by the weighted average number of shares of common stock and potentially
outstanding shares of common stock during each period to reflect the potential
dilution.



- 8 -

---

The following table shows the weighted-average number of
potentially outstanding dilutive shares included in the diluted net income
(loss) per share calculation for the interim period ended June 30, 2009 and 2008
as they were dilutive:



|                                                                                                               |                                                                    |  |                                            |   |  | 
|-------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------ |  | ------------------------------------------ | - |  | 
|                                                                                                               | Weighted average number of
potentially outstanding dilutive
shares
|                                                                                                               | For the Interim Period
Ended
June 30, 2009                         |  | For the Interim Period
Ended
June 30, 2008 |  
|Warrants
issued as compensation on February 3, 2009 and
April
1, 2009 (exercisable)                            | 100,000                                                            |  |                                            | - | 
|Warrants
issued in connection with the sale of common stock on February 3, 2009 and
June 9, 2009 (exercisable) | 2,573,700                                                          |  |                                            | - | 
|Total
potentially outstanding dilutive shares                                                                  | 2,673,700                                                          |  |                                            | - | 



Cash flows reporting



The Company adopted
Statement of Financial Accounting Standards No. 95 Statement of Cash Flows(SFAS No. 95) for cash flows reporting, classifies cash receipts and
payments according to whether they stem from operating, investing, or financing
activities and provides definitions of each category, and uses the indirect or
reconciliation method (Indirect method) as defined by SFAS No. 95 to report
net cash flow from operating activities by adjusting net income to reconcile it
to net cash flow from operating activities by removing the effects of (a) all
deferrals of past operating cash receipts and payments and all accruals of
expected future operating cash receipts and payments and (b) all items that are
included in net income that do not affect operating cash receipts and
payments.



Foreign Currency
Translation



The Companys financial
statements are reported in U.S. dollars.  The value of exchange
transactions are translated into U.S. dollars at rates in effect at the time of
the transaction execution.  Translation adjustments are recorded in Other
Comprehensive Income (Loss).  In December 2008, the Company sold 250,000
shares of unrestricted common stock for $25,000 to a foreign investor.  As
a result of this transaction, there was $1,366 recorded in other comprehensive
income at December 31, 2008.



Recently issued accounting
pronouncements



In June 2003, the
Securities and Exchange Commission (SEC) adopted final rules under Section 404
of the Sarbanes-Oxley Act of 2002 (Section 404), as amended by SEC Release No.
33-8934 on June 26, 2008.  Commencing with its annual report for the year
ending December 31, 2009, the Company will be required to include a report of
management on its internal control over financial reporting. The internal
control report must include a statement



|  |                                                                                                                        
|- | -----------------------------------------------------------------------------------------------------------------------
|· | of managements responsibility for
establishing and maintaining adequate internal control over its financial
reporting;



|  |                                                                                                                     
|- | --------------------------------------------------------------------------------------------------------------------
|· | of managements assessment of the
effectiveness of its internal control over financial reporting as of year
end; and



|  |                                                                                                                              
|- | -----------------------------------------------------------------------------------------------------------------------------
|· | of the framework used by management
to evaluate the effectiveness of the Companys internal control over
financial reporting.



Furthermore, in the
following fiscal year, it is required to file the auditors attestation report
separately on the Companys internal control over financial reporting on whether
it believes that the Company has maintained, in all material respects, effective
internal control over financial reporting.



In May 2009, FASB issued
FASB Statement No. 165 Subsequent events (SFAS No. 165) to be effective for
the interim or annual financial periods ending after June15, 2009.  The
objective of this Statement is to establish general standards of accounting for
and disclosure of events that occur after the balance sheet date but before
financial statements are issued or are available to be issued.  In
particular, this Statement sets forth: 1. The period after the balance sheet
date during which management of a reporting entity should evaluate events or
transactions that may occur for potential recognition or disclosure in the
financial statements. 2.  The circumstances under which an entity should
recognize events or transactions occurring after the balance sheet date in its
financial statements. 3. The disclosures that an entity should make about events
or transactions that occurred after the balance sheet date.  The effect of
adoption of SFAS No. 165 on the Companys financial position and results of
operations is not expected to be material.



- 9 -

---

In June 2009, the FASB issued SFAS No. 166 Accounting for
Transfers of Financial Assets  an amendment of FASB Statement No. 140
(SFAS No. 166). SFAS No. 166 removes the concept of a qualifying
special-purpose entity from Statement 140 and removes the exception from
applying FASB Interpretation No. 46,Consolidation of Variable Interest
Entities, to qualifying special purpose entities. This standard is effective
for annual reporting periods beginning after November 15, 2009. The Company
does not believe adoption of SFAS 166 will have a material impact on its
financial position or results of operations.



In June 2009, the
FASB issued SFAS No. 167Amendments to FASB Interpretation No (46R)
(SFAS No. 167). SFAS No. 167 retains the scope of Interpretation 46(R) with
the addition of entities previously considered qualifying special purpose
entities, as the concept of these entities was eliminated in SFAS No. 166. This
standard is effective for period annual reporting periods beginning after
November 15, 2009. The Company does not believe adoption of SFAS No. 167 will
have a material impact on its financial position or results of operations.



In June 2009, the
FASB approved the FASB Accounting Standards Codification (the Codification)
as the single source of authoritative nongovernmental U.S. GAAP to be
launched on July 1, 2009.  The Codification does not change current
U.S. GAAP, but is intended to simplify user access to all authoritative U.S.
GAAP by providing all the authoritative literature related to a particular topic
in one place.  All existing accounting standard documents will be
superseded and all other accounting literature not included in the Codification
will be considered non-authoritative. The Codification is effective for interim
and annual periods ending after September 15, 2009.  The Company does
not expect the adoption to have a material impact on its consolidated financial
position, results of operations or cash flows.



Management does not
believe that any other recently issued, but not yet effective accounting
pronouncements, if adopted, would have a material effect on the accompanying
financial statements.





NOTE 3  GOING CONCERN



As reflected in the
accompanying financial statements, the Company had a deficit accumulated during
the development stage of $356,987 at June 30, 2009 and had a net loss and cash
used in operations of $235,452 and $231,026 at June 30, 2009, respectively, with
no revenues since inception.



While the Company is
attempting to commence operations and generate revenues, the Companys cash
position may not be significant enough to support the Companys daily
operations.  Management intends to raise additional funds by way of a
public or private offering.  Management believes that the actions presently
being taken to further implement its business plan and generate revenues provide
the opportunity for the Company to continue as a going concern.  While the
Company believes in the viability of its strategy to generate revenues and in
its ability to raise additional funds, there can be no assurances to that effect.  The ability
of the Company to continue as a going concern is dependent upon the Companys
ability to further implement its business plan and generate revenues.  The
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern.





NOTE 4  INVENTORY



Inventory at June 30,
2009 and December 31, 2008 consisted of the following:



|                        |  |               |         |                   |   |         | 
|----------------------- |  | ------------- | ------- | ----------------- | - | ------- | 
|                        |  | June 30,
2009 |         | December 31, 2008 |  
|Purchased
raw materials |  | $             | 210,500 |                   | $ | 200,000 | 
|                        |  |               |         |                   |   |         | 
|                        |  | $             | 210,500 |                   | $ | 200,000 | 





NOTE 5  NOTES RECEIVABLE



Notes receivable at June
30, 2009 and December 31, 2008 consisted of the following:



|                                                                                                                                                                                                                                                               |  |               |         |  |                   |   |   | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------- |  | ----------------- | - | - | 
|                                                                                                                                                                                                                                                               |  | June 30,
2009 |         |  | December 31, 2008 |  
|On February
5, 2009 the Company entered into a Note with Golden Gourmet Mushroom, Inc.
with a term of 120 days.  The note bears interest at 6.00% per annum,
with principal due on June 5, 2009.  In June 2009, payment of this
note was extended for 90 days. |  | $             | 135,000 |  |                   | $ | - | 
|                                                                                                                                                                                                                                                               |  |               |         |  |                   |   |   | 
|                                                                                                                                                                                                                                                               |  |               | 135,000 |  |                   |   | - | 



- 10 -

---



| |  |  |  |  |  |  |  | 
| |  |  |  |  |  |  |  | 

NOTE 6  LEASE
RECEIVABLE



Lease receivable at June 30, 2009 and December 31, 2008 consisted
of the following:



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |               |        |   |                   |   |    |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------ | - | ----------------- | - | -- | -
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | June 30,
2009 |        |   | December 31,
2008 |  
|The
Company entered into an agreement with Hokto Kinoko, Co. on January 26,
2009 for removal of mushroom substrate waste at their growing facility in
San Marcos, California.  Currently, the Company rents a portion of
this facility at a cost of $944 per month.  As part of this Hokto
agreement, the Company agreed to install the auger and other mushroom
removal equipment for approximately $32,000 and subsequently lease the
equipment back to Hokto for monthly payments of $944 over a period of
three (3) years, at which point Hokto will have an option to purchase the
equipment for the price of $1.00. |  | $             | 26,835 |   |                   | $ | -  |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |               |        |   |                   |   |    |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |               | 26,835 |   |                   |   | -  |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |               |        |   |                   |   |    |  
|Current
portion                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |               | (4,214 | ) |                   |   | (- | )
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |               |        |   |                   |   |    |  
|Lease
receivable, net of current portion                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | $             | 22,621 |   |                   | $ | -  |  





NOTE 7  PROPERTY AND EQUIPMENT



Property and equipment,
stated at cost, less accumulated depreciation at June 30, 2009 and December 31,
2008 consisted of the following:



|                              |                               |  |               |       |   |                   |   |    |  
|----------------------------- | ----------------------------- |  | ------------- | ----- | - | ----------------- | - | -- | -
|                              | Estimated Useful Life (Years) |  | June 30,
2009 |       |   | December 31, 2008 |  
|Office
equipment              | 3                             |  | $             | 3,960 |   |                   | $ | -  |  
|                              |                               |  |               |       |   |                   |   |    |  
|                              |                               |  |               | 3,960 |   |                   |   | -  |  
|Less
accumulated depreciation |                               |  |               | (343  | ) |                   |   | (- | )
|                              |                               |  | $             | 3,617 |   |                   | $ | -  |  



(i)

Depreciation expense



Depreciation expense for the interim period ended June 30, 2009
was $343.



NOTE 8  NOTE PAYABLE



Note payable at June 30,
2009 and December 31, 2008 consisted of the following:



|                                                                                                                                                                                                                    |  |               |       |  |                   |   |        | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ----- |  | ----------------- | - | ------ | 
|                                                                                                                                                                                                                    |  | June 30,
2009 |       |  | December 31, 2008 |  
|On November 21, 2008 the Company entered into a short term
financing agreement for $27,850 for Directors and Officers Insurance.
 Repayment is to be paid over twelve (12) months, at interest of 6.7%
per annum. |  | $             | 4,204 |  |                   | $ | 16,539 | 
|                                                                                                                                                                                                                    |  |               |       |  |                   |   |        | 
|                                                                                                                                                                                                                    |  | $             | 4,204 |  |                   | $ | 16,539 | 







- 11 -

---

NOTE 9 
STOCKHOLDERS EQUITY



Common stock



In August 2007, record
shareholders of Generic Marketing Services common stock were entitled to receive
a special stock dividend of Generic Marketing Services, Inc., a Nevada
corporation, a wholly owned subsidiary of Basic Services, Inc.  This
subsidiary was formed to focus on marketing pharmaceutical and over-the-counter
products, as compared to developing products.  This spin off will allow
both companies to focus on their different business plans and not compete in
accessing funding in capital markets.



In October 2007, the
shareholders of record received one (1) common share, par value $0.001, of
Generic Marketing Services common stock for every share of Basic Services, Inc.
common stock owned.  The Generic Marketing Services stock dividend is based
on 10,873,750 shares of Basic Services, Inc. common stock that were issued and
outstanding as of the record date.  Subsequently, 10,873,750 shares were
issued to the shareholders of Generic Marketing Services, Inc.



In July 2008, the
Company issued 40,000,000 unregistered shares of its common stock, par value
$0.001, from its treasury to fifteen individuals in exchange for $40,000 cash.
 These shares were sold to further capitalize the Company, in order to
execute its business plan.



In August 2008, the
Company issued 3,000,000 unregistered shares of its common stock and in
September 2008, the Company issued 2,050,000 unregistered shares of its common
stock, in December 2008, the Company issued 250,000 unregistered shares of its
common stock, par value $0.001, from its treasury to individuals in exchange for
$530,000 cash.  This offering also included one warrant for every two
shares purchased.  The warrant is exercisable at $0.25, callable at the
option of the company at $0.001, if the stock traded at $0.50 per share for 20
consecutive days.



The Company relied on
the exemption from registration provided by Section 4(2) and Rule 506 of
Regulation D under the Securities Act of 1933, as amended.  The offer and
sale did not involve a public offering and there was not any general
solicitation or general advertising involved in the offer or sale.



In September 2008, the
Company issued 3,500,000 unregistered restricted shares of its common stock, par
value $0.001, from its treasury to Northwest Medical Research Partners, Inc., in
exchange for an Assignment and Assumption Agreement, pursuant to which the
Company has assumed the obligations of NW Research Partners to maintain the
patent prosecution associated with the intellectual property and has an option
to license from Pennsylvania State University the technologies associated with
the intellectual property.



These shares will not be
registered under the Securities Act of 1933, as amended (the "Act") and were
issued in the reliance upon the exemption from registration provided by section
4(2) of the Act, on the basis that the transaction does not involve a public
offering.



On or about November 1,
2008, Marvin Hausman, M.D., Chief Executive Officer of the Company returned to
the Treasury and the Company cancelled 10,000,000 shares of its common stock,
$0.001 par value per share, that had been issued and outstanding in the name of
Marvin Hausman, M.D.



The Company opened a
private placement offering to sell to selected offerees a minimum of 1,200,000
Units and a maximum of 3,000,000 Units, at an offering price of $0.50 per Unit.
 Each Unit is comprised of two shares of the Company's Common Stock, $0.001
par value, and two, three year callable Warrants - an "A" Warrant to purchase
one share of Common Stock at an exercise price of $0.75 per share and a "B"
Warrant to purchase one share of Common Stock at an exercise price of $1.00 per
share.  This private placement offering closed on June 9, 2009.



On February 5, 2009,
300,000 units, or 600,000 shares of Common Stock, were sold under the private
placement offering to one investor for $150,000.



On March 31, 2009, 720
shares of Common Stock were issued as a consulting fee and valued at $180 based
on the terms of the consulting agreement.



On June 9, 2009, 819,000
units, or 1,638,000 shares of Common Stock were sold under the private placement
offering to several investors for $409,500.



- 12 -

---

Warrants



In connection with the
private placement stock offering now open, the Company issued warrants to
purchase common stock to the investors as part of the investment, and as a fee
to the placement consultants.  At June 30, 2009, warrants for 2,573,700
shares were issued as part of the equity sale.  The fair value of these
warrants granted, estimated on the date of grant, was $131,622, which has been
recorded as additional paid-in capital.  The Warrants were valued using the
Black-Scholes option-pricing model with the following weighted-average
assumptions for the warrants issued on February 4, 2009:



|                            |  |  |  |  |  |  |       |  
|--------------------------- |  |  |  |  |  |  | ----- | -
|Expected
option life (year) |  |  |  |  |  |  | 3.00  |  
|Expected
volatility         |  |  |  |  |  |  | 83.81 | %
|Risk-free
interest rate     |  |  |  |  |  |  | 1.42  | %
|Dividend
yield              |  |  |  |  |  |  | 0.00  | %





The Warrants were valued
using the Black-Scholes option-pricing model with the following weighted-average
assumptions for the warrants issued on April 9, 2009:



|                            |  |  |  |  |  |  |       |  
|--------------------------- |  |  |  |  |  |  | ----- | -
|Expected
option life (year) |  |  |  |  |  |  | 3.00  |  
|Expected
volatility         |  |  |  |  |  |  | 93.00 | %
|Risk-free
interest rate     |  |  |  |  |  |  | 1.93  | %
|Dividend
yield              |  |  |  |  |  |  | 0.00  | %





Under separate
consulting agreements with Mark Budzinski and Mike Erickson, the Company issued
a five year warrant on February 3, 2009 and a five year warrant on April 1, 2009
as compensation.  Upon execution of the contracts 50,000 shares of those
warrants are exercisable at $.025 per share for a service period ending December
31, 2009.  The fair value of the shares of the warrant which are
exercisable, estimated on the dates of grant, was $16,890.  At June 30,
2009 the amortized value of these services was $6,125, which has been recorded
as consulting expense.



The table below
summarizes the Companys warrants activity for the period ended June 30,
2009:



|                                          |                                 |           |                          |   |                                 |  |                                |      |                           |   |         |  |   |   |  |  | 
|----------------------------------------- | ------------------------------- | --------- | ------------------------ | - | ------------------------------- |  | ------------------------------ | ---- | ------------------------- | - | ------- |  | - | - |  |  | 
|                                          | Number of Shares
Warrant Shares |           | Exercise Price
Per Share |   | Weighted
Average
Exercise Price |  | Fair Value at Date of Issuance |      | Aggregate Intrinsic
Value |  
|Balance,
December 31, 2009                | -                               |           | -                        |   | -                               |  | -                              |      | -                         |  
|Granted                                   | 1,230,900                       |           | 1.00                     |   | 1.00                            |  | 54,890                         |      | -                         |  
|Canceled                                  | -                               |           | -                        |   | -                               |  | -                              |      | -                         |  
|Exercised                                 | -                               |           | -                        |   | -                               |  | -                              |      | -                         |  
|Expired                                   | -                               |           | -                        |   | -                               |  | -                              |      | -                         |  
|Granted                                   | 1,230,900                       |           | 0.75                     |   | 0.75                            |  | 68,565                         |      | -                         |  
|Canceled                                  | -                               |           | -                        |   | -                               |  | -                              |      | -                         |  
|Exercised                                 | -                               |           | -                        |   | -                               |  | -                              |      | -                         |  
|Expired                                   | -                               |           | -                        |   | -                               |  | -                              |      | -                         |  
|Granted                                   | 111,900                         |           | 0.50                     |   | 0.50                            |  | 8,167                          |      | -                         |  
|Canceled                                  |                                 |           |                          |   |                                 |  |                                |      |                           |  
|Exercised                                 | -                               |           | -                        |   | -                               |  | -                              |      | -                         |  
|Expired                                   | -                               |           | -                        |   | -                               |  | -                              |      | -                         |  
|Granted                                   | 100,000                         |           | 0.25                     |   | 0.25                            |  | 16,890                         |      | -                         |  
|Canceled                                  |                                 | -         |                          |   | -                               |  |                                | -    |                           |   |         |  |   | - | 
|Exercised                                 |                                 | -         |                          |   | -                               |  |                                | -    |                           |   |         |  |   | - | 
|Expired                                   |                                 | -         |                          |   | -                               |  |                                | -    |                           |   |         |  |   | - | 
|Balance,
June 30, 2009                    |                                 | 2,673,700 |                          |   |                                 |  |                                |      |                           | $ | 148,512 |  | $ | - | 
|Earned and
exercisable, December 31, 2008 |                                 | 2,673,700 |                          |   |                                 |  | $                              | 0.84 |                           | $ | 148,512 |  | $ | - | 
|Unvested,
June 30, 2009                   |                                 | 300,000   |                          | $ | 0.25                            |  | $                              | 0.25 |                           | $ | -       |  | $ | - | 





- 13 -

---

The following table summarizes information concerning outstanding
and exercisable warrants as of June 30, 2009:



|                         |  |                          |           |                                                |  |                                 |  |                    |      |                                               |  |                                 |  |  |      |  |   |      | 
|------------------------ |  | ------------------------ | --------- | ---------------------------------------------- |  | ------------------------------- |  | ------------------ | ---- | --------------------------------------------- |  | ------------------------------- |  |  | ---- |  | - | ---- | 
|                         |  | Warrants Outstanding (*) |           | Warrants Exercisable (*)                       | 
|Range of Exercise Prices |  | Number Outstanding       |           | Average Remaining Contractual Life
 (in years) |  | Weighted Average Exercise
Price |  | Number Exercisable |      | Average Remaining Contractual Life
(in years) |  | Weighted Average Exercise
Price | 
|$0.50  1.00             |  |                          | 2,573,700 |                                                |  | 3.00                            |  | $                  | 0.85 |                                               |  | 2,573,700                       |  |  | 3.00 |  | $ | 0.85 | 
|$0.25                    |  |                          | 50,000    |                                                |  | 5.00                            |  |                    | 0.25 |                                               |  | 50,000                          |  |  | 5.00 |  |   | 0.25 | 
|$0.25                    |  |                          | 50,000    |                                                |  | 3.00                            |  |                    | 0.25 |                                               |  | 50,000                          |  |  | 3.00 |  |   | 0.25 | 
|$0.25  1.00             |  |                          | 2,673,700 |                                                |  | 4.00                            |  | $                  | 0.84 |                                               |  | 2,673,700                       |  |  | 4.00 |  | $ | 0.84 | 





NOTE 10  RELATED PARTY
TRANSACTIONS



Consulting services from Chairman and
CEO



Consulting services
provided by the Chairman and CEO for the six months ended June 30, 2009 and
fiscal year ended December 31, 2008 were as follows:



|                                                                     |  |               |        |  |                   |   |        | 
|-------------------------------------------------------------------- |  | ------------- | ------ |  | ----------------- | - | ------ | 
|                                                                     |  | June 30,
2009 |        |  | December 31, 2008 |  
|Consulting
services provided by and compensation to Chairman and CEO |  | $             | 60,000 |  |                   | $ | 20,000 | 
|                                                                     |  |               |        |  |                   |   |        | 
|                                                                     |  | $             | 60,000 |  |                   | $ | 20,000 | 



Related Party Payables to Chairman
and CEO



The Company has posted a
related party payable to CEO and Board Chairman Marvin Hausman related to travel
and administrative expenses of $11,328 and consulting of $10,000 for services
performed at June 30, 2009.





NOTE 11  COMMITMENTS AND
CONTINGENCIES



Assumption Agreement



Effective July 31, 2008,
pursuant to which the Company has assumed the obligations of NW Research
Partners to maintain the patent prosecution and perform preclinical and clinical
research associated with the intellectual property and has an option to license
from Pennsylvania State University the technologies associated with the
intellectual property.  Pennsylvania State University filed PSU Invention
Disclosure No. 2008-3438 entitled Rapid Generation of Vitamin D2 from Mushrooms
and Fungi Using Pulsed UV-light.   In October 2008, the company
acquired from Pennsylvania State University, in exchange for $5,000, an
Exclusive Option Agreement, effective November 21, 2008, pursuant to which the
Company has assumed the obligations to maintain the patent prosecution and
perform preclinical and clinical research associated with the intellectual
property and has an option to license from Pennsylvania State University the
technologies associated with the intellectual property.



Consulting Agreements



On January 15, 2009, the
Company entered into a consulting contract with Kinoko Company (Kinoko) whereas,
the Company engaged Kinoko to identify accredited investors to purchase common
stock units under the private placement currently open.  As compensation
for this service, the Company agrees to pay Kinoko a fee equal to ten percent
(10%) of the gross amount of proceeds received by the Company under this private
placement.  The contract also entitles Kinoko to a participation fee in the
form of a warrant to purchase units of Company common stock at an exercise
price of $0.50 per unit.  (A unit consisting of two (2) shares of
common stock plus one A warrant and one B warrant.)  Kinokos referrals
will result in their receiving one (1) warrant to purchase one (1) unit for
every ten (10) units purchased by a referred investor at $0.50.  At June
30, 2009, 30,000 warrants to purchase units of stock were issued to Kinoko
(see NOTE 9).



- 14 -

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On February 3, 2009, the Company entered into a strategic planning
consulting contract with Mark Budzinski.  As compensation for his services
the Company agrees to issue him a five year warrant for the purchase of up to
200,000 shares of common stock at an exercise price of $0.25 per share.
 Under this warrant, up to 50,000 shares are immediately exercisable upon
execution of the contract, with an additional 50,000 shares exercisable at each
December 31st for the next three years.  The Company valued
50,000 warrants as deferred compensation for a total value of $8,360 and
amortized $3,800 at June 30, 2009 (see NOTE 9).



On February 15, 2009,
the Company signed a two year consulting contract with Large Animal Consulting,
LLC, for advice relating to animal additives and supplements.  Under the
contract, the consultant is to be paid $90 per hour for the first twelve hours
worked in a month, and any additional hours are compensated with restricted
common stock at $0.25 per share.  At March 31, 2009, the Company issued 720
shares of common stock under this agreement, for a total value of $180.  In
addition, the consultant is entitled to receive three year stock purchase
warrants at the end of any four month period in which he generates sales in
excess of 25% over minimum as defined in the contract.  The warrant will be
equal to one warrant to purchase one share of common stock for every $2.00 of
product sales.  The warrants will be exercisable upon issuance at $0.25 per
share during the first year, and increases to $0.35 per share during the second
year.  At June 30, 2009, no warrants were issued under this contract.



On February 10, 2009,
the Company entered into a consulting contract with Manuel Graiwer, whereas, the
Company engaged Graiwer to identify accredited investors to purchase common
stock units under the private placement currently open.  As compensation
for this service, the Company agrees to pay Graiwer a fee equal to ten percent
(10%) of the gross amount of proceeds received by the Company under this private
placement.  The contract also entitles Graiwer to a participation fee in
the form of a warrant to purchase units of Company common stock at an exercise
price of $0.50 per unit.  (A unit consisting of two shares of common
stock plus one A warrant and one B warrant.)  Graiwers referrals will
result in their receiving one warrant to purchase one unit for every ten units
purchased by a referred investor at $0.50.  At June 30, 2009, 31,000
warrants to purchase units of stock were issued to Graiwer (see NOTE 9).



On February 11, 2009,
the Company entered into a marketing agreement with RAM Marketing, LLC (RAM).
 Under this agreement, the Company will pay RAM a percentage of sales
revenue as compensation.  In addition, RAM is entitled to receive three
year stock purchase warrants as a bonus at the end of any year in which it
generates sales in excess of 25% of minimum as defined in the contract.
 The warrants are exercisable at $0.25 per share and equal to one warrant
for one share of common stock for every $2.00 in sales.  The exercise price
will increase in year two to $0.35 per share, in year three to $0.45 per share,
in year four to $0.55 per share, and in years five through ten to $1.00 per
share.  At June 30, 2009 no warrants were issued under this contract.



On March 2, 2009, the
Company entered into a consulting contract with Marycliff Investment
Corporation, whereas, the Company engaged Marycliff to identify accredited
investors to purchase common stock units under the private placement currently
open.  As compensation for this service, the Company agrees to pay
Marycliff a fee equal to ten percent (10%) of the gross amount of proceeds
received by the Company under this private placement.  The contract also
entitles Marycliff to a participation fee in the form of a warrant to purchase
units of Company common stock at an exercise price of $0.50 per unit.
 (A unit consisting of two shares of common stock plus one A warrant
and one B warrant.)  Marycliffs referrals will result in their receiving
one warrant to purchase one unit for every ten units purchased by a referred
investor at $0.50.  At June 30, 2009, 50,900 warrants to purchase units
of stock were issued to Marycliff (see NOTE 9).



On April 1, 2009, the
Company entered into a consulting contract with Mike Erickson.  As
compensation for his services the Company agrees to issue him a three year
warrant for the purchase of up to 200,000 shares of common stock at an exercise
price of $0.25 per share.  Under this warrant, up to 50,000 shares are
immediately exercisable upon execution of the contract, with an additional
50,000 shares exercisable at each December 31st for the next three
years.  The Company valued 50,000 warrants as deferred compensation for a
total value of $8,530 and amortized $2,325 at June 30, 2009 (see NOTE 9).



On May 18, 2009, the
Company entered into a marketing consulting contract with Greg Mardock.  As
compensation for his services the Company agrees to issue him a five year
warrant for the purchase of up to 100,000 shares of common stock at an exercise
price of $0.25 per share.  Under this warrant, up to 50,000 shares are
immediately exercisable upon execution of the contract, with an additional
25,000 shares exercisable at each December 31st for the next two (2)
years.  The contract was executed on July 23, 2009.



On June 5, 2009, the
Company entered into a marketing consulting contract with Lyndee Kemmet, Kemmet
Schreiben.  As compensation for services under this contract the Company
agrees to issue a five year warrant for the purchase of up to 100,000 shares of
common stock at an exercise price of $0.25 per share.  Under this warrant,
up to 50,000 shares are immediately exercisable upon execution of the contract,
with an additional 25,000 shares exercisable at each December 31st
for the next two (2) years.  The contract was executed on July 13,
2009.



- 15 -

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NOTE 12 
SUBSEQUENT EVENTS



The Company has evaluated all events that occurred after the
balance sheet date but before financial statements were available to be issued
to determine if they must be reported.  The Management of the Company
determined that there were certain reportable subsequent events to be disclosed
as follows:

On July 26, 2009 the
Company entered into a consulting agreement with Kumar Sambamurti, Ph.D.
 As compensation for the Consultants services under this Agreement, TNS
agrees to issue to the Consultant a five-year warrant for the purchase of up to
50,000 shares of Common Stock of TNS, at an exercise price of $0.25 per share.
 Warrants in the amount of 25,000 shares shall be issued concurrent with
the execution of this agreement and additional warrants of 12,500 shares will be
issued each July 31st for the next two (2) years.



On July 26, 2009 the
Company entered into a consulting agreement with Krishna Moorthi Bhat Ph.D.
 As compensation for the Consultants services under this Agreement, TNS
agrees to issue to the Consultant a five-year warrant for the purchase of up to
50,000 shares of Common Stock of TNS, at an exercise price of $0.25 per share.
 Warrants in the amount of 25,000 shares shall be issued concurrent with
the execution of this agreement and additional warrants of 12,500 shares will be
issued each July 31st for the next two (2) years.



On July 29, 2009 the
Company reported the appointment of Mark Budzinski as Vice President of Sales
and Marketing.  The new officer of the Company currently does not have
employment agreements with the Company.  As the new Vice President of
Sales & Marketing, Mr. Budzinski will be paid $5,000 per month.  The
Board of Directors is currently evaluating a performance based bonus program
which will be tied to directly to sales generated by the company.



On August 4, 2009 the
Company dismissed Moore and Associates, Chartered as the auditors of record for
the Company.



In August 2009, the
Company signed a consulting agreement with Mary Phelps for her services.
 As compensation for the Consultants services under this Agreement, TNS
agrees to pay a monthly retainer of $1,000 for a Three (3) month trial period,
regardless of sales volume.  In the event the sales of EquiSano exceed
$10,000 per month, the retainer will be increased to $2,000 per month.
 After the initial 90 day trial period, TNS reserves the right to terminate
the retainer if sales of product do not exceed $5,000 per month and convert to a
commission whereby the Consultant will be paid 15% of all gross sales of
EquiSano from individuals identified as customers of Consultant.  In the
event the Consultant and TNS agree to continue cooperation at the end of the 90
trial period, TNS will issue to the Consultant a three-year warrant for the
purchase of up to 50,000 shares of Restricted Common Stock of TNS, at an
exercise price of $.25 per share.



- 16 -

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Item
2.  Managements Discussion and Analysis of Financial Condition and Results
of Operations

Forward-Looking Information



Total Nutraceutical Solutions, Inc. (the
Company, we, or us) may from time to time make written or oral
"forward-looking statements" including statements contained in this report and
in other communications by the Company, which are made in good faith by the
Company pursuant to the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995.



These forward-looking statements include
statements of the Company's plans, objectives, expectations, estimates and
intentions, which are subject to change based on various important factors (some
of which are beyond the Company's control).  The following factors, in
addition to others not listed, could cause the Company's actual results to
differ materially from those expressed in forward looking statements: the
strength of the domestic and local economies in which the Company conducts
operations, the impact of current uncertainties in global economic conditions
and the ongoing financial crisis affecting the domestic and foreign banking
system and financial markets, including the impact on the Company's suppliers
and customers, changes in client needs and consumer spending habits, the impact
of competition and technological change on the Company, the Company's ability to
manage its growth effectively, including its ability to successfully integrate
any business which it might acquire, and currency fluctuations. All
forward-looking statements in this report are based upon information available
to the Company on the date of this report.  The Company undertakes no
obligation to publicly update or revise any forward-looking statement, whether
as a result of new information, future events, or otherwise, except as required
by law.



The following discussion and analysis
should be read in conjunction with our financial statements and the notes
thereto appearing in Part I, Item 1.



Critical Accounting Policies



There have been no material changes to our
critical accounting policies and estimates from the information provided in Item
7, "Management's Discussion and Analysis of Financial Condition and Results of
Operations", included in our Annual Report on Form 10-K for the fiscal year
ended December 31, 2008.



Overview of Current
Operations



Our Company was organized by the filing of
Articles of Incorporation with the Secretary of State of the State of Nevada on
July 19, 2007.  On October 8, 2008, we filed amended Articles with the
Secretary of State of the State of Nevada to change our corporate name to Total
Nutraceutical Solutions, Inc.



We are a
developmental stage company which plans to create and execute sales and
marketing programs with the goal of demonstrating our ability to maximize our
sales performance for nutraceutical products.  Management is currently
working on its own formulations to produce, manufacture, and market is own
customized line of non-FDA approved, over-the-counter products, specifically
nutraceutical products.  As of June 30, the company has formulated three
new natural organic mushroom dietary supplements and made application for
trademarks for each of the three products.  Mushroom dietary supplements
have the nutritional potential to provide multiple health benefits for humans,
including promoting healthy joints, reducing inflammation, boosting the immune
system, increasing stamina, and reducing stress and anxiety.   The
three newly developed products are named ImmuSANO, GlucoSANO, and EquiSANO.
 ImmuSANO is a proprietary nutritional blend of six medicinal mushrooms,
each of which has different concentrations of bioactive enzymes and nutrients.
 ImmuSANO is a holistic and natural approach to health care that
nutritionally assists people in balancing cellular function and promoting a
stronger immune system.  GlucoSANO is a natural whole food product composed
of a proprietary blend of exotic certified organic mushrooms & mycelia
matrices.  GlucoSANO has been formulated to nutritionally assist in
metabolic function and stabilization of blood sugar.  EquiSANO is a
mushroom blend product promoting health for horses.



Business



We are an emerging nutraceutical company
with a focus on discovering, formulating, and marketing products composed
primarily of organic natural mushrooms that contain bioactive nutrients for
potential health benefits.  We develop production and analytic technologies
for food and nutritional supplements.  Novel clinical models and biomarkers
are 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, the Company also develops and
acquires breakthrough nutritional tools and products in the fields of animal
husbandry and livestock feeds.



Business Strategy



We have had limited nutraceutical business
activities.  We are a development stage entity in the process of
establishing a business focused on contract manufacture, distribution, and sale
of nutraceutical products that are made entirely of naturally occurring



- 17 -

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dietary
substances.  These naturally occurring dietary substances have not been
chemically altered, and we believe these products have both health benefits and
mass appeal to people wanting natural and non-toxic nutritional-based
healthcare. To date, we have developed three new proprietary products and will
initiate sales of all three products in August of this year.



These over-the-counter dietary supplements
have been designed and formulated by the company and produced by outside
contract manufacturers.  Management defines nutraceutical as a food or
naturally occurring food supplement thought to have a beneficial effect on human
and/or animal health.  The Company had not developed, nor produced, any
products at the close of its fiscal year.  Emphasis had been placed on
raising sufficient capital to enable the company to develop these products.



On June 9, 2009 the Company closed a
private offering and issued 819,000 Units at $.50 per unit to nine accredited
investor for $409,500.  The Units consisted of two (2) shares of its par
value $.001 unregistered common stock, One (1) A Stock Purchase Warrant to
Purchase One Additional Share of Common Stock at $.75 Per Share and One (1) B
Stock Purchase Warrant to Purchase One Additional Share of Common Stock at $1.00
Per Share for a Period of Three Years.  Total Nutraceutical Solutions, Inc.
sold these shares and warrants to further capitalize the Company in order to
execute its business plan.  The Company  relied on the exemption from
registration provided by Section 4(2) and Rule 506 of Regulation D under the
Securities Act of 1933, as amended (Regulation D), for sales to accredited
investors (as such term is defined in Rule 501 of Regulation D).  The
purchaser has represented to the Company that they are an accredited investor.
 We believed that Section 4(2) was available because the offer and sale did
not involve a public offering and there was not general solicitation or general
advertising involved in the offer or sale.  These funds are being used to
develop and market nutraceutical products.



Our nutraceutical business activities to
date have been minimal and have included the acquisition of certain intellectual
property pursuant to research agreements in association with Pennsylvania State
University.  These research endeavors resulted in the filing of U.S.
Provisional Patent Application No. 60/782,204, entitled "Identification of
Selenoergothioneine as a Natural Organic Form of Selenium from Cultivated
Mushrooms."  We purchased an option assignment to license from Pennsylvania
State University the technologies associated with this intellectual property.
 We view this intellectual property as one of the cornerstones to our
business.



Marketing Strategy

We believe our
potential for growth involves the development of nutraceutical product(s) that
can be marketed and sold through physicians and health care professionals,
retail channels in North America, and through distributors internationally, in
addition to wholesalers and multi-level marketing groups.  Retail channels
would include independent and chain health food stores, pharmacies, internet
sales, grocery and drug store chains, and other direct-to-consumer retailers.
 Our web site is a key component of our proposed sales and marketing
program- www.totalnutraceutical.com.  We have signed one exclusive
distribution agreement with Caribbean International Medical N.V. who will focus
their marketing efforts in the Caribbean.



Brand
Awareness



The market for
nutraceuticals is highly competitive, with many well-known brands.  Our
ability to compete effectively and generate revenue will be based upon our
ability to differentiate awareness of our products from those of our
competitors.  However, advertising, packaging and labeling of such products
will be limited by various regulations.  Our success will be dependent upon
our ability to convey this message to consumers.



The nutraceutical
industry is subject to rapid change.  New products are constantly
introduced to the market.  Our ability to remain competitive depends on our
ability to develop and manufacture new products in a timely and cost effective
manner, to accurately predict market transitions, and to effectively market our
products.  Our future financial results will depend to a great extent on
the successful introduction of several new products.  We cannot be certain
that we will be successful in selecting, developing, contract manufacturing and
marketing new products.



The success of new
product introductions depends on various factors, including, but not limited to
the following:

o  proper new product selection;

o  availability of raw materials;

o  pricing of raw materials;

o  timely delivery of new
products;

o  regulatory allowance of the
products;

o  successful sales and marketing
efforts; and

o  customer acceptance of new
products.

- 18 -

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We face challenges in developing new
products, primarily with funding development costs and diversion of management
time.  On a regular basis, we will evaluate opportunities to develop new
products through product line extensions and product modifications.  There
is no assurance that we will successfully develop product line extensions or
integrate newly developed products into our business.  In addition, there
are no assurances that newly developed products will contribute favorably to our
operations and financial condition.  Our failure to develop and introduce
new products on a timely basis could adversely affect our future operating
results.



Recent Event



We entered into a
definitive 90 day option agreement dated November 22, 2008 with Golden Gourmet
Mushroom, Inc. to acquire all right, title and interest in the Mushroom Matrix
Assets in exchange for Three Hundred Fifty Thousand ($350,000) and Two Million
Five Hundred Thousand (2,500,000) shares of restricted Common Stock of the
Company and a certain royalty interest in future net sales generated by the
Company.  At the end of the 90 day option, Golden Gourmet Mushrooms, Inc.
granted an extension to the option to April 30, 2009.  We requested a
second extension to May 18, 2009, for the express purpose of reaching the
minimum on a 506 private offering.  Golden Gourmet Mushrooms declined the
request to extend the option period, except under certain conditions which our
management believed was not in the best interest of the Company or our
shareholders.



Results of Operations for the quarter
ended June 30, 2009



During the six months ended June 30, 2009,
we had a net loss of $(235,452) versus a $(100) net loss for the same period
last year, when our Company was inactive.



We earned nominal revenues since its
inception on July 19, 2007 through June 30, 2009.  Management does not
anticipate earning any significant revenues until such time as it fully market
one or more nutraceutical product(s).  We are presently in the development
stage of business and have just recently developed three products.  There
are no assurances that we will be successful in significant sales of any
nutraceutical product(s).



For the period since inception through June
30, 2009, we generated $2,190 in income.  Since inception on July 19, 2007,
we experienced a net loss of $(356,987).  The loss was attributed to
organizational expenses, accounting and legal fees, and building company
infrastructure.  Management anticipates its operating expenses will
increase as we start to develop and market nutraceutical product.
 Management also anticipates our ongoing operating expenses will also
increase since we are a reporting company under the Securities Exchange Act of
1934.



Revenues



We generated $2,190 in
revenue for the period from July 19, 2007 (inception) through June 30, 2009.
 We anticipate an increase of revenues in August of this year from the
introduction of three products to the market.



Going Concern



Our independent
auditors included an explanatory paragraph in their report on the accompanying
financial statements regarding concerns about our ability to continue as a going
concern.  Our financial statements contain additional note disclosures
describing the circumstances that lead to this disclosure by our independent
auditors.



Summary of any product research and
development that we will perform for the term of our plan of operation



We acquired certain
intellectual property pursuant to research agreements in association with
Pennsylvania State University.  These research endeavors resulted in the
filing of U.S. Provisional Patent Application No. 60/782,204, entitled
"Identification of Selenoergothioneine as a Natural Organic Form of Selenium
from Cultivated Mushrooms."  We purchased an option assignment to license
from Pennsylvania State University the technologies associated with the
intellectual property.  This intellectual property is the cornerstone of
our business.



Expected purchase
or sale of plant and significant equipment



We do not anticipate the purchase or sale
of any plant or significant equipment; as such items are not required by us at
this time.



- 19 -

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Significant changes in the number of employees



As of June 30, 2009, we did not have any
employees.  We are dependent upon our officers and directors for our future
business development.  As our operations expand we anticipate the need to
hire additional employees, consultants and professionals; however, the exact
number is not quantifiable at this time.



Liquidity and
Capital Resources



Our balance sheet as of June 30, 2009
reflects cash of $374,404, current assets of $760,036 and current Liabilities of
$55,087.  Cash and cash equivalents from inception to date have been
sufficient to provide the operating capital necessary to operate to date.
 Management believes it has sufficient funds to remain operational for the
next six months.



Notwithstanding, we
anticipate generating losses and therefore we may be unable to continue
operations in the future.  We anticipate we will require additional capital
and we intend to raise the monies by selling equity in our Company.
 Without realization of additional capital, it would be unlikely for the
Company to continue as a going concern.  In order for the Company to remain
a Going Concern it will need to find additional capital.  Additional
working capital may be sought through additional debt or equity private
placements, additional notes payable to banks or related parties (officers,
directors or stockholders), or from other available funding sources at market
rates of interest, or a combination of these.  The ability to raise
necessary financing will depend on many factors, including the nature and
prospects of any business to be acquired and the economic and market conditions
prevailing at the time financing is sought.



There can be no
assurance that additional capital will be available to us.  We currently
have no agreements, arrangements, or understandings with any person to obtain
funds through bank loans, lines of credit, or any other sources.



Off-Balance Sheet
Arrangements



We do not have any
off-balance sheet arrangements that have, or are reasonably likely to have, a
current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results or operations, liquidity, capital
expenditures or capital resources that is material to investors.



Critical Accounting Policies and
Estimates



There have been no material changes to our
critical accounting policies and estimates from the information provided in Item
7, "Management's Discussion and Analysis of Financial Condition and Results of
Operations", included in our Annual Report on Form 10-K for the fiscal year
ended December 31, 2008.



New Accounting
Standards



In June 2003, the Securities and Exchange
Commission (SEC) adopted final rules under Section 404 of the Sarbanes-Oxley
Act of 2002 (Section 404), as amended by SEC Release No. 33-8934 on June 26,
2008. Commencing with its annual report for the year ending December 31, 2009,
the Company will be required to include a report of management on its internal
control over financial reporting. The internal control report must include a
statement of:



| |   |                                                                                                                           
| | - | --------------------------------------------------------------------------------------------------------------------------
| |  | managements responsibility for
establishing and maintaining adequate internal control over its financial
reporting;      
| |  | managements assessment of the
effectiveness of its internal control over financial reporting as of year
end; and         
| |  | the framework used by management to
evaluate the effectiveness of the Companys internal control over
financial reporting.

Furthermore, in the following fiscal
year, it is required to file the auditors attestation report separately on the
Companys internal control over financial reporting on whether it believes that
the Company has maintained, in all material respects, effective internal control
over financial reporting.



In March 2008, the FASB issued FASB
Statement No. 161Disclosures about Derivative Instruments and Hedging
Activities an amendment of FASB Statement No. 133 (SFAS No. 161), which
changes the disclosure requirements for derivative instruments and hedging
activities.  Pursuant to SFAS No.161, Entities are required to provide
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entitys financial
position, financial performance, and cash flows.  SFAS No. 161 is
effective for financial statements issued for fiscal years and interim periods
beginning after November 15, 2008, with early application encouraged. SFAS No.
161 encourages but does not require disclosures for earlier periods presented
for comparative purposes at initial adoption.  In years after initial



- 20 -

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adoption, this
Statement requires comparative disclosures only for periods subsequent to
initial adoption.  The Company does not expect the adoption of SFAS No. 161
to have a material impact on the financial results of the Company.



In May 2009, FASB
issued FASB Statement No. 165 Subsequent events (SFAS No. 165) to be
effective for the interim or annual financial periods ending after June15, 2009.
 SFAS No. 165 The objective of this Statement is to establish general
standards of accounting for, and disclosure of, events that occur after the
balance sheet date but before financial statements are issued or are available
to be issued.  In particular, this Statement sets forth: 1. The period
after the balance sheet date during which management of a reporting entity
should evaluate events or transactions that may occur for potential recognition
or disclosure in the financial statements. 2.  The circumstances under
which an entity should recognize events or transactions occurring after the
balance sheet date in its financial statements. 3. The disclosures that an
entity should make about events or transactions that occurred after the balance
sheet date.  The effect of adoption of SFAS No. 165 on the Companys
financial position and results of operations is not expected to be material.



In June 2009, the
FASB approved the FASB Accounting Standards Codification (the Codification)
as the single source of authoritative nongovernmental U.S. GAAP to be launched
on July 1, 2009.  The Codification does not change current U.S. GAAP,
but is intended to simplify user access to all authoritative U.S. GAAP by
providing all the authoritative literature related to a particular topic in one
place.  All existing accounting standard documents will be superseded and
all other accounting literature not included in the Codification will be
considered non-authoritative. The Codification is effective for interim and
annual periods ending after September 15, 2009.  The Company does not
expect the adoption to have a material impact on its consolidated financial
position, results of operations or cash flows.



Management does not believe that any
recently issued, but not yet effective accounting pronouncements, if adopted,
would have a material effect on the accompanying financial statements.



Item 3.  Quantitative and
Qualitative Disclosures About Market Risk



Not required



Item 4.  Controls and
Procedures



Evaluation of Disclosure Controls and
Procedures



Management is responsible for establishing
and maintaining adequate internal control over financial reporting and for the
assessment of the effectiveness of those internal controls.  As defined by
the SEC, internal control over financial reporting is a process designed by our
principal executive officer/principal financial officer, to provide reasonable
assurance regarding the reliability of financial reporting and the reparation of
the financial statements in accordance with U. S. generally accepted accounting
principles.



As of the end of the period covered by this
report, we initially carried out an evaluation, under the supervision and with
the participation of our President (who is also our principal financial
officer), of the effectiveness of the design and operation of our disclosure
controls and procedures.  Based on this evaluation, our President and
principal financial officer initially concluded that our disclosure controls and
procedures were not effective.

Management's Report On Internal Control Over
Financial Reporting



Our management is responsible for
establishing and maintaining adequate internal control over financial reporting.
 Internal control over financial reporting is defined in Rule 13a-15(f) or
15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process
designed by, or under the supervision of, the company's principal executive and
principal financial officers and effected by the company's board of directors,
management and other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with accounting principles generally
accepted in the United States of America and includes those policies and
procedures that:



-
 Pertain to the maintenance of records that in reasonable detail accurately
and fairly reflect the transactions and dispositions of the assets of the
company;

-
 Provide reasonable assurance that transactions are recorded as necessary
to permit preparation of financial statements in accordance with accounting
principles generally accepted in the United States of America and that receipts
and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and

-
 Provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the company's assets that could
have a material effect on the financial statements.



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Because of its inherent limitations,
internal control over financial reporting may not prevent or detect
misstatements.  Projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.  All internal control systems, no matter how
well designed, have inherent limitations.  Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation.  Because of the inherent
limitations of internal control, there is a risk that material misstatements may
not be prevented or detected on a timely basis by internal control over
financial reporting. However, these inherent limitations are known features of
the financial reporting process.  Therefore, it is possible to design into
the process safeguards to reduce, though not eliminate, this risk.



As of December 31, 2008, management
assessed the effectiveness of our internal control over financial reporting
based on the criteria for effective internal control over financial reporting
established in Internal ControlIntegrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on
conducting such assessments.  Based on that evaluation, they concluded
that, during the period covered by this report, such internal controls and
procedures were not effective to detect the inappropriate application of US GAAP
rules as more fully described below. This was due to deficiencies that existed
in the design or operation of our internal controls over financial reporting
that adversely affected our internal controls and that may be considered to be
material weaknesses.



The matters involving internal controls and
procedures that our management considered to be material weaknesses under the
standards of the Public Company Accounting Oversight Board were: (1) lack of a
functioning audit committee resulting in ineffective oversight in the
establishment and monitoring of required internal controls and procedures; (2)
inadequate segregation of duties consistent with control objectives; and (3)
ineffective controls over period end financial disclosure and reporting
processes.  The aforementioned material weaknesses were identified by our
President in connection with the review of our financial statements as of
December 31, 2008.



Management believes that the material
weaknesses set forth in items (2) and (3) above did not have an effect on our
financial results.  However, management believes that the lack of a
functioning audit committee resulted in ineffective oversight in the
establishment and monitoring of required internal controls and procedures, which
could result in a material misstatement in our financial statements in future
periods.



This quarterly report does not include an
attestation report of the Corporation's registered public accounting firm
regarding internal control over financial reporting.  Management's report
was not subject to attestation by the Corporation's registered public accounting
firm pursuant to temporary rules of the SEC that permit the Corporation to
provide only the management's report in this quarterly report.



Management's Remediation
Initiatives



In an effort to remediate the identified
material weaknesses and other deficiencies and enhance our internal controls, we
have initiated, or plan to initiate, the following series of measures:



We will create a position to segregate
duties consistent with control objectives and will increase our personnel
resources and technical accounting expertise within the accounting function when
funds are available to us.  And, on August 28, 2008, we appointed outside
directors to our board of directors who shall appoint an audit committee
resulting in a fully functioning audit committee who will undertake the
oversight in the establishment and monitoring of required internal controls and
procedures such as reviewing and approving estimates and assumptions made by
management when funds are available to us.



Management believes that the appointment of
the outside directors, who shall appoint a fully functioning audit committee,
will remedy the lack of a functioning audit committee.



We anticipate that these initiatives will
be at least partially, if not fully, implemented by December 31, 2009.
 Additionally, we plan to test our updated controls and remediate our
deficiencies by December 31, 2009.



Changes in internal controls over
financial reporting



There was no change in our internal
controls over financial reporting that occurred during the period covered by
this report that has materially affected, or is reasonably likely to materially
affect, our internal controls over financial reporting.

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Part II. OTHER INFORMATION

Item 1.  Legal Proceedings



From time to time, we
may become involved in various lawsuits and legal proceedings, which arise in
the ordinary course of business.  However, litigation is subject to
inherent uncertainties, and an adverse result in these or other matters may
arise from time to time that may harm our business.



We are not presently a
party to any material litigation, nor to the knowledge of management is any
litigation threatened against us, which may materially affect us.



Item 1A.  Risk Factors



See Risk Factors set forth in Part I, Item
1A of the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2008, and the discussion above in Part I, Item 2, under " Liquidity
and Capital Resources.



Item 2.  Unregistered
Sales of Equity Securities and Use of Proceeds



On June 9, 2009 we closed a private offering and issued 819,000
Units at $.50 per unit to nine accredited investor for $409,500.  The Units
consisted of two (2) shares of its par value $.001 unregistered common stock,
One (1) A Stock Purchase Warrant to purchase one additional share of common
stock at $.75 per share and one (1) B Stock Purchase Warrant to purchase one
additional share of common stock at $1.00 per share for a period of three years.
 We sold these shares and warrants to further capitalize the Company in
order to execute its business plan.

The Company is relying
on the exemption from registration provided by Section 4(2) and Rule 506 of
Regulation D under the Securities Act of 1933, as amended (Regulation D), for
sales to accredited investors (as such term is defined in Rule 501 of
Regulation D).  The purchaser has represented to the Company that they are
an accredited investor.  We believed that Section 4(2) was available
because the offer and sale did not involve a public offering and there was not
general solicitation or general advertising involved in the offer or sale.



Item 3.  Defaults Upon Senior
Securities



None.



Item 4.  Submission of Matters to a
Vote of Security Holders



None.



Item 5.  Other Information

None.



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Item 6.
 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            | Bylaws of Registrant                                                                                                                                                              |                | SB-2 | 3.2     | 08/06/2007 
|               |                                                                                                                                                                                   |                |      |         |            
|3.3            | Amended Articles of Merger
Incorporation as currently in effect                                                                                                                   |                | 8-K  | 3.3     | 10/13/2008 
|               |                                                                                                                                                                                   |                |      |         |            
|10.1           | Exclusive Option Agreement dated May
1, 2006, between The Penn State Research Foundation and Northwest Medical
Research Inc.                                                      |                | 8-K  | 10.1    | 09/04/2008 
|               |                                                                                                                                                                                   |                |      |         |            
|10.2           | Assignment Agreement to the Option
Agreement, dated July 31, 2008, among The Penn State Research Foundation,
Northwest Medical Research Inc. and Generic Marketing Services,
Inc. |                | 8-K  | 10.2    | 09/04/2008 
|               |                                                                                                                                                                                   |                |      |         |            
|10.3           | Assignment and Assumption Agreement,
dated July 31, 2008, between Northwest Medical Research Inc. and Generic
Marketing Services, Inc.                                            |                | 8-K  | 10.3    | 09/04/2008 
|               |                                                                                                                                                                                   |                |      |         |            
|10.4           | Form of Common Stock and Warrant
Purchase Agreement                                                                                                                               |                | 8-K  | 10.1    | 06/12/2009 
|               |                                                                                                                                                                                   |                |      |         |            
|31.1           | Certification of Principal Executive
Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the
Securities and Exchange Act of 1934, as amended.                   | X              |      |         |            
|               |                                                                                                                                                                                   |                |      |         |            
|31.2           | Certification of Principal Financial
Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the
Securities and Exchange Act of 1934, as amended.                   | X              |      |         |            
|               |                                                                                                                                                                                   |                |      |         |            
|32.1           | Certification pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 (Chief Executive Officer).                                 | X              |      |         |            
|               |                                                                                                                                                                                   |                |      |         |            
|32.2           | Certification pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 (Chief Financial Officer).                                 | X              |      |         |            





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SIGNATURES



In accordance with the requirements of the
Exchange Act, the registrant caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.



|                |                                                                            |                         
|--------------- | -------------------------------------------------------------------------- | ------------------------
|                | Total Nutraceutical Solutions, Inc.                                       
|                |                                                                           
|August 18, 2009 | By:                                                                        | /s/ Marvin Hausman, M.D.
|                | Marvin Hausman, M.D.
Chief Executive Officer
(Principal Executive Officer)
|                |                                                                           
|August 18, 2009 | By:                                                                        | /s/ Frank Arnone        
|                | Frank Arnone
President
(Principal Financial
Officer)                      





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