===============================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               ------------------

                                    FORM 10-Q

                      ------------------------------------

           |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended March 31, 2009

                                       OR

          |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                 For the transition period from ______ to ______

                               ------------------

                        Commission file number   0-52864

                         TOTAL NUTRACEUTICAL SOLUTIONS
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                               ------------------

              Nevada                                          26-0561199
-------------------------------                           -------------------
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                            Identification No.)

              2811 Reidville Road, Suite 23, Spartanburg, SC  29301
              ---------------------------------------------------
               (Address of principal executive offices)(Zip Code)
         Issuer's telephone number, including area code: (864) 316-2909

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
definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of
the Exchange Act (Check one).

Large accelerated filer |_|                Accelerated filer |_|
Non-accelerated filer |_|                  Smaller Reporting Company |X|
(Do not check if a smaller reporting company)

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

As of May 20, 2009 the registrant had outstanding 50,274,470 shares of its
$0.001 par value Common Stock.

<PAGE>


                              Table of Contents
                         Total Nutraceutical Solutions
                              Index to Form 10-Q
                 For the Quarterly Period Ended March 31, 2009

<TABLE>
<CAPTION>

Part I.  Financial Information

                                                                        Page
<S>                                                                      <C>
Item 1.  Financial Statements

   Balance Sheets as of March 31, 2009 and December 31, 2008              3

   Statements of Income for the three months
     ended March 31, 2009 and 2008                                        4

   Statement of Stockholder's Equity                                      5

   Statements of Cash Flows for the three months
    ended March 31, 2009 and 2008                                         6

   Notes to Financial Statements                                          7

Item 2.  Management's Discussion and Analysis of Financial Condition
   and Results of Operations                                             25

Item 3.  Quantitative and Qualitative Disclosures About Market Risk      32

Item 4.  Controls and Procedures                                         32

Part II  Other Information

Item 1.  Legal Proceedings                                               35

Item 1A.  Risk Factors                                                   35

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds     35

Item 3 -- Defaults Upon Senior Securities                                35

Item 4 -- Submission of Matters to a Vote of Security Holders            35

Item 5 -- Other Information                                              35

Item 6.  Exhibits                                                        36

Signatures                                                               37

</TABLE>

                                       2
<PAGE>


Part I.  Financial Information

Item 1.  Financial Statements

                      Total Nutraceutical Solutions, Inc.
                         (A Development Stage Company)
                                 Balance Sheets
<TABLE>
<CAPTION>
                                                     March 31,
                                                       2009      December 31,
                                                    (unaudited)     2008
                                                    -----------  -----------
<S>                                                 <C>          <C>
Assets
Current Assets
  Cash                                              $  104,840   $  273,171
  Inventory                                            200,000      200,000
  Prepaids                                              18,567       25,529
  Lease                                                 30,321            -
  Notes Receivable                                     135,000            -
  Accrued Interest Receivable                              675            -
                                                    -----------  -----------
  Total Current Assets                                 489,402      498,700

Fixed Assets
  Furniture and Equipment                                2,795            -
  less: Accumulated Depreciation                           (78)           -
                                                    -----------  -----------
  Total Fixed Assets                                     2,717            -

Total Assets                                        $  492,119   $  498,700
                                                    ===========  ===========

Liabilities and Stockholders Equity
Current Liabilities:
  Accounts Payable and Accrued Expenses             $   33,031   $    6,495
  Related Party Payable                                 21,267       35,387
  Notes Payable                                         10,423       16,539
                                                    -----------  -----------
  Total Current Liabilities                         $   64,721   $   58,420
                                                    -----------  -----------

Stockholders Equity
Preferred stock, $.001 par value, 5,000,000 shares
  authorized: no shares issued or outstanding       $        -   $        -
Common stock, $.001 par value, 70,000,000 shares
  authorized, 50,274,470 and 49,673,750 issued and
  outstanding at 3/31/2009 and 12/31/2008
  respectively                                          50,275       49,674
     Additional Paid-In Capital                        653,715      510,776
     Deferred Compensation                              (6,840)
     Other Comprehensive Income (Loss)                   1,366        1,366
Deficit Accumulated During Development Stage          (271,117)    (121,535)
                                                    -----------  -----------
Total Stockholder's Equity                             427,398      440,280
                                                    -----------  -----------
Total Liabilities and Stockholder's Equity          $  492,119   $  498,700
                                                    ===========  ===========
</TABLE>

  The accompanying condensed notes are an integral part of these interim
                           financial statements.

                                      3
<PAGE>


                      Total Nutraceutical Solutions, Inc.
                         (A Development Stage Company)
                           Statements of Operations
                                  (Unaudited)

<TABLE>
<CAPTION>

                                                                   Period
                                                                from July 19,
                                      Three          Three      2007 (Date of
                                  Months Ending  Months Ending  Inception) to
                                    March 31,      March 31,      March 31,
                                      2009           2008           2009
                                  -------------  -------------  -------------
<S>                               <C>            <C>            <C>
Revenue                           $          -   $          -   $          -
                                  -------------  -------------  -------------

Expenses
  Consulting fees                       58,072              -         97,039
  Advertising and Promotion             11,395              -         11,665
  Depreciation                              78              -             78
  General and Administrative            39,197              -         46,918
  Accounting                            11,980              -         19,200
  Legal                                  9,521              -         33,768
  Insurance                              6,962              -          9,283
  Travel                                12,820              -         43,694
  Stock Transfer Agent                      90              -          7,425
  Interest                                 243              -            347
  Miscellaneous                            106              -          2,584
                                  -------------  -------------  -------------
Total Expenses                    $    150,465   $          -   $    272,000
                                  -------------  -------------  -------------

Other Income or Expense
  Interest Income                 $        883   $          -   $        883

Net income (loss) before
income taxes                      $   (149,582)  $          -   $   (271,117)

Provision for income tax                     -              -              -
                                  -------------  -------------  -------------

Net income (loss)                 $   (149,582)  $          -   $   (271,117)
                                  =============  =============  =============

Basic and fully diluted loss
per share                         $     (0.003)  $          -   $     (0.010)
                                  =============  =============  =============

Basic and fully diluted weighted
average shares outstanding          50,107,323     10,873,750     27,184,677
                                  =============  =============  =============
</TABLE>

  The accompanying condensed notes are an integral part of these interim
                           financial statements.

                                      4
<PAGE>


                      Total Nutraceutical Solutions, Inc.
                         (A Development Stage Company)
                      Statements of Stockholder's Equity
                                  (Unaudited)

<TABLE>
<CAPTION>

                                                                    Other Accumulated
                                                                    Comp-  Deficit
                  Common             Additional Deferred  Stock     rehen-  During
                  Stock       Par      Paid      Compen Subscriptions sive Development
                  Shares     Value   In Capital -sation  Receivable Income   Stage      Total
                ---------- --------- ---------- -------- ---------- ------ ---------- ----------
<S>             <C>        <C>       <C>        <C>      <C>        <C>    <C>        <C>
Balance-
July 19, 2007
(Date of
Inception)               - $      -  $       -  $     -  $       -  $    - $       -  $       -

Contributed
Capital                                    400                                              400

Shares issued
to Basic Services
stockholders
October 2007    10,873,750   10,874    (10,874)                                               -

Net loss for
year ending
12/31/2007                                                                      (400)      (400)
                ---------- --------- ---------- -------- ---------- ------ ---------- ----------

Balance-
December 31,
2007            10,873,750 $ 10,874  $ (10,474) $     -  $       -  $    - $    (400) $       -

Shares issued-
July 2008       40,000,000   40,000          -                                           40,000

Contributed
capital                                     50                                               50

Shares issued-
August 2008      3,000,000    3,000    297,000                                          300,000

Shares issued-
September 2008   2,050,000    2,050    202,950            (105,000)                     100,000

Subscriptions
receivable payment-
October 2008                                               105,000                      105,000

Shares returned
to Treasury-
November 2008  (10,000,000) (10,000)                                                    (10,000)

Shares issued-
December 2008      250,000      250     24,750                       1,366               26,366

Net loss for
period                                                                      (121,135)  (121,135)
                ---------- --------- ---------- -------- ---------- ------ ---------- ----------

Balance-
December 31,
2008            49,673,750 $ 49,674  $ 510,776  $     -  $       -  $1,366 $(121,535) $ 440,281

Shares issued-
February 2009
 net of offering
 costs of
 $15,000           600,000      600    102,810                                          103,410

Warrants issued
in connection
with offering                           31,590                                           31,590

Issuance of
warrants for
future services                          8,360   (8,360)                                      -

Shares issued
for agreement-
March 2009             720        1        179                                              180

Amortization of
deferred
compensation                                      1,520                                   1,520

Net loss for
period                                                                      (149,582)  (149,582)
                ---------- --------- ---------- -------- ---------- ------ ---------- ----------

Balance-
March 31, 2009  50,274,470 $ 50,275  $ 653,715  $(6,840) $       -  $1,366 $(271,117) $ 427,398
                ========== ========= ========== ======== ========== ====== ========== ==========
</TABLE>

  The accompanying condensed notes are an integral part of these interim
                           financial statements.

                                      5
<PAGE>


                      Total Nutraceutical Solutions, Inc.
                         (A Development Stage Company)
                           Statements of Cash Flows
                                  (Unaudited)

<TABLE>
<CAPTION>

                                                                   Period
                                                                from July 19,
                                      Three          Three      2007 (Date of
                                  Months Ending  Months Ending  Inception) to
                                    March 31,      March 31,      March 31,
                                      2009           2008           2009
                                  -------------  -------------  -------------
<S>                               <C>            <C>            <C>
OPERATING ACTIVITIES:

  Net Loss                        $   (149,582)  $          -   $   (271,117)

   Inventory                                 -              -       (200,000)
   Prepaids                              6,962              -        (18,567)
   Lease                               (30,321)             -        (30,321)
   Depreciation                             78              -             78
   Interest Receivable                    (675)             -           (675)
   Notes Receivable                   (135,000)             -       (135,000)
   Increase (decrease) in Related
     Party Payable                     (14,120)             -         21,267
   Increase (decrease) in Accounts
     Payable/Accrued Expenses           26,536              -         33,031
                                  -------------  -------------  -------------
     Net Cash (Used) Provided by
     Operating Activities         $   (296,122)  $          -   $   (601,305)
                                  -------------  -------------  -------------

INVESTING ACTIVITIES:

  Investment in Furniture and
  Equipment                             (2,795)             -         (2,795)
                                  -------------  -------------  -------------
     Net Cash (Used) Provided by
     Investing Activities         $     (2,795)  $          -   $     (2,795)
                                  -------------  -------------  -------------

FINANCING ACTIVITIES:

  Notes Payable                         (6,116)             -         10,423
  Proceeds from sale of common stock       601              -         50,275
  Proceeds from additional paid in
    capital                            142,939              -        653,715
  Deferred compensation                 (6,840)             -         (6,840)
  Proceeds from other comprehensive
    income                                   -              -          1,366
                                  -------------  -------------  -------------
     Net Cash Provided by (Used in)
     Financing Activities         $    130,584   $          -   $    708,938
                                  -------------  -------------  -------------

Net change in cash                    (168,332)             -        104,839

Cash, Beginning of Period              273,171              -              -
                                  -------------  -------------  -------------

Cash, End of Period               $    104,839   $          -   $    104,839
                                  =============  =============  =============

Supplement Cash Flow Information
  Interest Expense Paid           $        243   $          -   $        347
                                  =============  =============  =============
</TABLE>

  The accompanying condensed notes are an integral part of these interim
                           financial statements.

                                      6
<PAGE>


                   Total Nutraceutical Solutions, Inc.
            (Formerly known as Generic Marketing Services, Inc.)
                      (A Development Stage Company)
                      Notes to Financial Statements
                              March 31, 2009


NOTE 1 - General Organization and Business

The Company was organized July 19, 2007 (Date of Inception) under the laws of
the State of Nevada, as Generic Marketing Services, Inc.  The Company was
incorporated as a subsidiary of Basic Services, Inc., ("Basic"), a Nevada
corporation.  The Company filed a Certificate of Amendment to its Articles of
Incorporation with the Nevada Secretary of State in November 2008 to change
its corporate name from Generic Marketing Services to Total Nutraceutical
Solutions.  The Company was incorporated to conduct any legal business.   The
Company plans to develop a sales staff to market generic pharmaceutical
products.

The foregoing unaudited interim financial statements of Total Nutraceutical
Solutions, Inc. (hereinafter "the Company") have been prepared in accordance
with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Regulation S-K as
promulgated by the Securities and Exchange Commission ("SEC").  Accordingly,
these financial statements do not include all of the disclosures required by
generally accepted accounting principles in the United States of America for
complete financial statements.  These unaudited interim financial statements
should be read in conjunction with the financial statements and notes thereto
included in the Company's annual report on Form 10K for the year ended
December 31, 2008, which was filed with the SEC on March 31, 2009.  In the
opinion of management, the unaudited interim financial statements furnished
herein include all adjustments, all of which are of a normal recurring
nature, necessary for a fair statement of the results for the interim period
presented.

The preparation of financial statements in accordance with generally accepted
accounting principles in the United States of America requires the use of
estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities known to exist
as of the date the financial statements are published, and the reported
amounts of revenues and expenses during the reporting period. Uncertainties
with respect to such estimates and assumptions are inherent in the
preparation of the Company's financial statements; accordingly, it is
possible that the actual results could differ from these estimates and
assumptions and could have a material effect on the reported amounts of the
Company's financial position and results of operations.

Operating results for the three month period ended March 31, 2009 are not
necessarily indicative of the results that may be expected for the year
ending December 31, 2009.

The Company is in the development stage.

The Company's fiscal year end is December 31st.

                                    7
<PAGE>

                   Total Nutraceutical Solutions, Inc.
            (Formerly known as Generic Marketing Services, Inc.)
                      (A Development Stage Company)
                      Notes to Financial Statements
                              March 31, 2009


NOTE 2 - Summary of Significant Accounting Practices

The Company had cash assets of $104,840 and current liabilities of $64,721 as
of March 31, 2009.  The relevant accounting policies are listed below.

Basis of Accounting
-------------------
The basis is United States generally accepted accounting principles.  These
statements reflect all adjustments, consisting of normal recurring
adjustments, which, in the opinion of management, are necessary for fair
presentation of the information contained therein.

Earnings per Share
------------------
The basic earnings (loss) per share is calculated by dividing the Company's
net income (loss) available to common shareholders by the weighted average
number of common shares during the year.  The diluted earnings (loss) per
share is calculated by dividing the Company's net income (loss) available to
common shareholders by the diluted weighted  average number of shares
outstanding during the year.  The diluted weighted average number of shares
outstanding is the basic weighted number of shares adjusted as of the first
of the year for any potentially dilutive debt or equity. At December 31, 2008
and December 31, 2007 the Company had no dilutive common stock equivalents
outstanding.

Dividends
---------
The Company has not yet adopted any policy regarding payment of dividends. No
Dividends have been paid during the periods shown.

Year-end
--------
The board of directors approved a change in fiscal year-end financials to
December 31.

Advertising
-----------
Advertising is expensed when incurred.  Advertising costs incurred were
$11,395 and $270 at March 31, 2009 and December 31, 2008 respectively.


                                     8
<PAGE>


                   Total Nutraceutical Solutions, Inc.
            (Formerly known as Generic Marketing Services, Inc.)
                      (A Development Stage Company)
                      Notes to Financial Statements
                              March 31, 2009


NOTE 2 - Summary of Significant Accounting Practices - Continued

Use of Estimates
----------------
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America 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 revenue
and expenses during the reporting period.  Actual results could differ from
those estimates.

Cash and Cash Equivalents
-------------------------
Cash and cash equivalents consists of cash on deposit and term deposits with
a maturity of less than three months from the date of purchase.

Organizational costs
--------------------
Costs of startup activities, including organizational and incorporation costs
are expensed as incurred.

Fair Value of Financial Instruments
-----------------------------------
The carrying value of cash, and accounts payable and accrued liabilities
approximate their fair value because of their short maturity of these
instruments.

Fair Value Measurements
-----------------------
The Company has partially adopted Financial Accounting Standards Board (FASB)
SFAS No. 157, Fair Value Measurements (SFAS 157), pursuant to the provisions
of FSP FAS 157-2, which deferred the effective date of SFAS 157 for non-
financial assets and liabilities.  The provisions of SFAS 157 are applicable
to all of the Company's financial assets and liabilities that are measured
and recorded at fair value.  SFAS 157 defines fair value, establishes a new
framework for measuring fair value, and expands related disclosure.  Fair
value is defined as the price that would be received for an asset or the exit
price that would be paid to transfer a liability in the principal or most
advantageous market in an orderly transaction between market participants.
SFAS 157 establishes a fair value hierarchy that gives the highest priority
to observable inputs and the lowest priority to unobservable inputs.  The
three levels of fair value hierarchy defined by SFAS 157 are described below:


                                     9
<PAGE>


                   Total Nutraceutical Solutions, Inc.
            (Formerly known as Generic Marketing Services, Inc.)
                      (A Development Stage Company)
                      Notes to Financial Statements
                              March 31, 2009


NOTE 2 - Summary of Significant Accounting Practices - Continued

Level 1   Quoted market prices available in active markets for identical
          assets or liabilities as of the reporting date.  The Company's
          Level 1 assets include cash equivalents.
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.  The Company has no Level 2 assets or
          liabilities.
Level 3   Pricing inputs that are generally observable inputs and not
          corroborated by market data.

                         Quoted
                         Prices
                        in Active Significant
                       Markets for   other    Significant
                        identical  observable unobservable
                         assets     inputs       inputs     Balance as of
                        (Level 1)  (Level 2)    (Level 3)   March 31, 2009
                        ---------  ----------  -----------  --------------
Cash                     $104,840          $0           $0        $104,840
Accounts Payable and
  Accrued Expenses         54,298          $0           $0         $54,298
Note Payable               10,423          $0           $0         $10,423


Because of the short term nature of these assets and liabilities the carrying
value approximates the fair value at March 31, 2009.

Provision for Taxes
-------------------
Income taxes are provided based upon the liability method of accounting
pursuant to SFAS No. 109 "Accounting for Income Taxes."  Under this approach,
deferred income taxes are recorded to reflect the tax consequences on future
years of differences between the tax basis of assets and liabilities and
their financial reporting amounts at each year end.  A valuation allowance is
recorded against deferred tax assets if management does not believe the
Company has met the "more likely than not" standard imposed by SFAS No. 109
to allow recognition of such an asset.


                                     10
<PAGE>


                   Total Nutraceutical Solutions, Inc.
            (Formerly known as Generic Marketing Services, Inc.)
                      (A Development Stage Company)
                      Notes to Financial Statements
                              March 31, 2009


NOTE 2 - Summary of Significant Accounting Practices - Continued

Revenue recognition
-------------------
The Company recognizes revenue on an accrual basis as it invoices for
services.  Revenue is generally realized or realizable and earned when all of
the following criteria are met:  1) persuasive evidence of an arrangement
exists between the Company and our customer(s); 2) services have been
rendered; 3) our price to our customer is fixed or determinable; and 4)
collectability is reasonably assured.  For the period from July 19, 2007
(inception) to March 31, 2009 the Company has not recognized any revenues.

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.


NOTE 3 - Going Concern

These financial statements have been prepared in accordance with generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and the satisfaction of liabilities
and commitments in the normal course of business.  As of March 31, 2009, the
Company has not recognized any revenues to date and has accumulated operating
losses of approximately $271,117 since inception.  The Company's ability to
continue as a going concern is contingent upon the successful completion of
additional financing arrangements and its ability to achieve and maintain
profitable operations.  While the Company is expending its best efforts to
achieve the above plans, there is no assurance that any such activity will
generate funds that will be available for operations.

These conditions raise substantial doubt about the Company's ability to
continue as a going concern.  These financial statements do not include any
adjustments that might arise from this uncertainty.


                                       11
<PAGE>


                   Total Nutraceutical Solutions, Inc.
            (Formerly known as Generic Marketing Services, Inc.)
                      (A Development Stage Company)
                      Notes to Financial Statements
                              March 31, 2009


NOTE 4 - Preferred and Common Stock

The Company is authorized to issue 70,000,000 shares of its $0.001 par value
common stock and 5,000,000 shares of its $0.001 par value preferred stock.
At March 31, 2009 there are no shares of preferred stock issued or
outstanding.

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 2 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.


                                      12
<PAGE>


                   Total Nutraceutical Solutions, Inc.
            (Formerly known as Generic Marketing Services, Inc.)
                      (A Development Stage Company)
                      Notes to Financial Statements
                              March 31, 2009


NOTE 4 - Preferred and Common Stock - Continued

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 $.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 $.75 per share and a "B" Warrant to purchase one share of
Common Stock at an exercise price of $1.00 per share.

The minimum offering is 1,200,000 Units.   If the minimum of 1,200,000 Units
is not reached in this Offering by the Offering closing date, offerees have
sole discretion to release funds to the Company, in writing, pursuant to the
terms of this Offering or to demand a complete refund of their monies related
to this Offering.   The proceeds from this offering will be utilized for
operating expenses and for the purchase of certain business assets from
Golden Gourmet Mushrooms, Inc.

On February 5, 2009, 300,000 units, or 600,000 shares of common stock, were
sold under this 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.


                                      13
<PAGE>


                   Total Nutraceutical Solutions, Inc.
            (Formerly known as Generic Marketing Services, Inc.)
                      (A Development Stage Company)
                      Notes to Financial Statements
                              March 31, 2009


NOTE 5 - Stock Purchase Warrants

In connection with the private placement stock offering now open, the Company
issued  warrants for  common stock  to the investors as part of the
investment, and as a fee to the placement consultant.  At March 31, 2009,
warrants for 690,000 shares were issued as part of the equity sale.  The fair
value of these warrants granted, estimated on the date of grant, was $31,590,
which has been recorded as additional paid-in capital, using the Black-
Scholes option-pricing model with the following weighted-average assumptions:



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



Under a consulting agreement with Mark Budzinski, the Company issued a five
year warrant on February 3, 2009 as compensation.  Upon execution of the
contract 50,000 shares of that warrant are exercisable at $0.025 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 date of grant, was
$8,360.  At March 31, 2009 the amortized value of these services was $1,520,
which has been recorded as consulting expense.






                                     14
<PAGE>


                   Total Nutraceutical Solutions, Inc.
            (Formerly known as Generic Marketing Services, Inc.)
                      (A Development Stage Company)
                      Notes to Financial Statements
                              March 31, 2009


NOTE 5 - Stock Purchase Warrants - Continued

The table below summarizes the Company's warrants activity for the period
ended March 31, 2009:

                                                Wgtd      Fair
                                      Exercise Average  Value at Aggregate
                           Number of   Price   Exercise Date of  Intrinsic
                            Shares   Per Share  Price   Issuance   Value
                           --------- --------- -------- -------- ---------
Granted                     330,000     1.00     1.00     13,174         -
Canceled                          -        -        -          -         -
Exercised                         -        -        -          -         -
Expired                           -        -        -          -         -
Granted                     330,000     0.75     0.75     16,456         -
Canceled                          -        -        -          -         -
Exercised                         -        -        -          -         -
Expired                           -        -        -          -         -
Granted                      30,000     0.50     0.50      1,960         -
Canceled                          -        -        -          -         -
Exercised                         -        -        -          -         -
Expired                           -        -        -          -         -
Granted                      50,000     0.25     0.25      8,360         -
Canceled                          -        -        -          -         -
Exercised                         -        -        -          -         -
Expired                           -        -        -          -         -
Balance, March 31, 2009     740,000                      $39,950 $       -
                           --------- --------- -------- -------- ---------
Earned and exercisable      740,000             $0.82    $39,950 $       -
Unvested, March 31, 2009    150,000    $0.25    $0.25    $     - $       -

The following table summarizes information concerning outstanding and
exercisable warrants as of March  31, 2009:

                  Warrants Outstanding (*)     Warrants Exercisable (*)
                ---------------------------- ----------------------------
                          Average                      Average
                         Remaining  Weighted          Remaining  Weighted
                Number  Contractual Average  Number  Contractual Average
   Range of     outst-     Life     Exercise Exerc-     Life     Exercise
Exercise Prices anding  (in years)   Price   isable  (in years)   Price
--------------- ------- ----------- -------- ------- ----------- --------
$0.50-1.00      690,000     3.00     $0.86   690,000     3.00     $0.86
$0.25            50,000     5.00      0.25    50,000     5.00      0.25
-------------------------------------------------------------------------
$0.25-1.00      740,000     4.00     $0.82   740,000     4.00     $0.82
=========================================================================

                                     15
<PAGE>

                   Total Nutraceutical Solutions, Inc.
            (Formerly known as Generic Marketing Services, Inc.)
                      (A Development Stage Company)
                      Notes to Financial Statements
                              March 31, 2009


NOTE 6 - Related Party Transactions

The Company does not lease or rent any property.  Office services are
provided without charge by a director.  Such costs are immaterial to the
financial statements and, accordingly, have not been reflected therein.  The
officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities.  If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interests.  The Company has not formulated a policy for the
resolution of such conflicts.

The Company has posted a related party payable for CEO and Board Chairman
Marvin Hausman related to travel expenses of $8,267.11 and consulting of
$13,000 for services performed at March 31, 2009.


NOTE 7 - Provision for Income Taxes

Income taxes are provided based upon the liability method of accounting
pursuant to Statement of Financial Accounting Standards No. 109, "Accounting
for Income Taxes" (hereinafter "SFAS No. 109").  Under this approach,
deferred income taxes are recorded to reflect the tax consequences in future
years of differences between the tax basis of assets and liabilities and
their financial reporting amounts at each year-end.  A valuation allowance is
recorded against deferred tax assets if management does not believe the
Company has met the "more likely than not" standard imposed by SFAS No. 109
to allow recognition of such an asset.

Effective December 1, 2008, the Company adopted the 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
clarifies the accounting for uncertainty in income taxes recognized in an
enterprise's financial statements in accordance with FASB Statement No. 109,
Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and
measurement attribute for the financial statement recognition and measurement
of a tax position taken or expected to be taken in a tax return.
Additionally, FIN 48 provides guidance on de-recognition, classification,
interest and penalties, accounting in interim periods, disclosure, and
transition. The adoption of FIN 48 did not have a material impact on the
Company's financial position, results of operation or liquidity. The current
Company policy classifies any interest recognized on an underpayment of
income taxes as interest expense and classifies any statutory penalties
recognized on a tax position taken as selling, general and administrative
expense.

                                      16
<PAGE>

                   Total Nutraceutical Solutions, Inc.
            (Formerly known as Generic Marketing Services, Inc.)
                      (A Development Stage Company)
                      Notes to Financial Statements
                              March 31, 2009


NOTE 7 - Provision for Income Taxes - Continued

The Company has not taken a tax position that, if challenged, would have a
material effect on the financial statements for the fiscal year ended
December 31, 2008, or during the prior three years applicable under FIN 48.

As a result of the adoption of FIN 48, we did not recognize any adjustment to
the liability for uncertain tax position and therefore did not record any
adjustment to the beginning balance of accumulated deficit on the balance
sheet.

At December 31, 2008, the Company had deferred tax assets of approximately $
41,300 principally arising from net operating loss carry forwards for income
tax purposes calculated at an expected rate of 34%.  As management of the
Company cannot determine that it is more likely than not that the Company
will realize the benefit of the deferred tax assets, a valuation allowance
equal to the deferred tax assets was present at December 31, 2008.

The Company's deferred tax assets are estimated as follows:

                                            December 31, 2008
                                            -----------------
Net operating loss carry forward                 (121,535)

Deferred tax asset                                 41,300
Deferred tax asset valuation allowance            (41,300)
                                                 ---------
Net deferred tax asset                                  -

At December 31, 2008 the Company has net operating loss carry forward of
approximately $121,535 which expires in the years 2027 and 2028.


NOTE 8 - Capital Leases and Other Commitments

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 at a
approximate cost of $32,000 and subsequently lease the equipment back to
Hokto for monthly payments of $944 over a period of three years, at which
point Hokto will have an option to purchase the equipment for the price of
$1.00.

                                       17
<PAGE>


                   Total Nutraceutical Solutions, Inc.
            (Formerly known as Generic Marketing Services, Inc.)
                      (A Development Stage Company)
                      Notes to Financial Statements
                              March 31, 2009

NOTE 9 - Inventory

The Company states inventory at the lower of cost or market.  Cost is
computed on the first-in, first-out method.  Inventory consisted of only one
class of raw material, mushroom powder, at December 31, 2008.


NOTE 10 - Exclusive Option Agreements

The Company's new CEO and Chairman of the Board, Marvin S. Hausman, M.D.,
beginning in 2006, developed certain intellectual property pursuant to
research agreements dated May 1, 2006 and May 20, 2006 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."  On September 4, 2008, the company acquired from
Northwest Medical Research Partners Inc., which is controlled by Dr. Hausman,
the newly appointed director and CEO of the Company, in exchange for
3,500,000 shares of common unregistered restricted stock, an Assignment and
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,
which is 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.

Total Nutraceutical Solutions, Inc. entered into an Option to Purchase Assets
Agreement on November 21, 2008 to acquire certain business assets ("Mushroom
Matrix Assets") from Golden Gourmet Mushrooms, Inc. ("GGM"), an unrelated
Nevada corporation.  GGM at the time of closing will receive $350,000 in cash
and 2,500,000 shares of The Company's restricted Common Stock and  an
agreement by the Company to pay to GGM an ongoing royalty of 4% of net sales
for a period of 10 years (subject to certain limitations).  The acquisition
of the Mushroom Matrix Assets is contingent upon closing a private placement
offering currently open.  In the event that the Minimum of that offering is
not raised, all funds held in Escrow will be returned to the Investors in
this Offering, and if, following the Closing, the acquisition of the Mushroom
Matrix Assets is not consummated for any reason, the Company will return to
the Investors all funds previously taken from Escrow at the Closing.

                                     18
<PAGE>

                   Total Nutraceutical Solutions, Inc.
            (Formerly known as Generic Marketing Services, Inc.)
                      (A Development Stage Company)
                      Notes to Financial Statements
                              March 31, 2009


NOTE 11 - Note Payable

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 months, at 6.7% interest.  In addition to principle
payments, the Company paid $243 of interest on this note at March 31, 2009.


NOTE 12 - Property and Equipment

The company records all purchases of property and equipment at cost.  Assets
will be depreciated using the straight-line method over the expected useful
life of the asset, which as of March 31, 2009, is three years for office
equipment.

The following is a summary of equipment and accumulated depreciation at
March 31, 2009:

                                           March 31, 2009  December 31, 2008
                                           --------------  -----------------
Office Equipment                              $ 2,795          $      0
Less: accumulated depreciation                    (78)                0
                                              --------         --------
Property, Plant & Equipment, net              $ 2,717          $      0

Depreciation expense was $78 for the three months ended March 31, 2009 and
$ 0 for the year ended December 31, 2008.

The Company evaluates long-lived assets for impairment annually, or more
frequently when events and circumstances indicate that such assets might be
impaired.  The Company determines impairment by comparing the undiscounted
cash flows estimated to be generated by these assets as compared to the
carrying amounts.  Management believes that there have been no circumstances
that would warrant recognition of impairment losses due to the impairment of
long-lived assets as of March 31, 2009.

The costs associated with maintenance will be expensed, and replacements and
betterments will be capitalized.   The cost and related reserves of assets
sold or retired are removed from the accounts, and resulting gain or loss is
reflected in results of operations.



                                     19
<PAGE>


                   Total Nutraceutical Solutions, Inc.
            (Formerly known as Generic Marketing Services, Inc.)
                      (A Development Stage Company)
                      Notes to Financial Statements
                              March 31, 2009

NOTE 13 - 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 shares of common stock plus one "A"
warrant and one "B" warrant.)  Kinoko'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 March 31, 2009, 30,000 warrants to purchase
"units" of stock were issued to Kinoko, see NOTE 5.

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 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 $1,520 at March 31,
2009, see NOTE 5.

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 a share during the first year, and
increases to $0.35 during the second year.  At March 31, 2009, no warrants
were issued under this contract.

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 each 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, in year three to $0.45, in year
four to $0.55, and in years five through ten to $1.00.  At March 31, 2009 no
warrants were issued under this contract.

                                      20
<PAGE>

                   Total Nutraceutical Solutions, Inc.
            (Formerly known as Generic Marketing Services, Inc.)
                      (A Development Stage Company)
                      Notes to Financial Statements
                              March 31, 2009


NOTE 14 - Recent Accounting Pronouncements

In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 163, "Accounting for Financial Guarantee Insurance Contracts-and
interpretation of FASB Statement No. 60".  SFAS No. 163 clarifies how
Statement 60 applies to financial guarantee insurance contracts, including
the recognition and measurement of premium revenue and claims liabilities.
This statement also requires expanded disclosures about financial guarantee
insurance contracts. SFAS No. 163 is effective for fiscal years beginning on
or after December 15, 2008, and interim periods within those years. SFAS No.
163 has no effect on the Company's financial position, statements of
operations, or cash flows at this time.

In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 162, "The Hierarchy of Generally Accepted Accounting Principles".  SFAS
No. 162 sets forth the level of authority to a given accounting pronouncement
or document by category. Where there might be conflicting guidance between
two categories, the more authoritative category will prevail. SFAS No. 162
will become effective 60 days after the SEC approves the PCAOB's amendments
to AU Section 411 of the AICPA Professional Standards. SFAS No. 162 has no
effect on the Company's financial position, statements of operations, or cash
flows at this time.

In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS
No. 161, Disclosures about Derivative Instruments and Hedging Activities-an
amendment of FASB Statement No. 133.  This standard requires companies 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. This Statement is
effective for financial statements issued for fiscal years and interim
periods beginning after November 15, 2008, with early application encouraged.
The Company has not yet adopted the provisions of SFAS No. 161, but does not
expect it to have a material impact on its consolidated financial position,
results of operations or cash flows.


                                     21
<PAGE>


                   Total Nutraceutical Solutions, Inc.
            (Formerly known as Generic Marketing Services, Inc.)
                      (A Development Stage Company)
                      Notes to Financial Statements
                              March 31, 2009


NOTE 14 - Recent Accounting Pronouncements - Continued

In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110
regarding the use of a "simplified" method, as discussed in SAB No. 107 (SAB
107), in developing an estimate of expected term of "plain vanilla" share
options in accordance with SFAS No. 123 (R), Share-Based Payment.  In
particular, the staff indicated in SAB 107 that it will accept a company's
election to use the simplified method, regardless of whether the company has
sufficient information to make more refined estimates of expected term. At
the time SAB 107 was issued, the staff believed that more detailed external
information about employee exercise behavior (e.g., employee exercise
patterns by industry and/or other categories of companies) would, over time,
become readily available to companies. Therefore, the staff stated in SAB 107
that it would not expect a company to use the simplified method for share
option grants after December 31, 2007. The staff understands that such
detailed information about employee exercise behavior may not be widely
available by December 31, 2007 or December 31, 2008.  Accordingly, the staff
will continue to accept, under certain circumstances, the use of the
simplified method beyond December 31, 2007 and December 31, 2008.  The Company
currently uses the simplified method for "plain vanilla" share options and
warrants, and will assess the impact of SAB 110 for fiscal year 2009. It is
not believed that this will have an impact on the Company's consolidated
financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements-an amendment of ARB No. 51.  This statement
amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as
equity in the consolidated financial statements. Before this statement was
issued, limited guidance existed for reporting noncontrolling interests. As a
result, considerable diversity in practice existed. So-called minority
interests were reported in the consolidated statement of financial position
as liabilities or in the mezzanine section between liabilities and equity.
This statement improves comparability by eliminating that diversity. This
statement is effective for fiscal years, and interim periods within those
fiscal years, beginning on or after December 15, 2008 (that is, January 1,
2009, for entities with calendar year-ends). Earlier adoption is prohibited.

The effective date of this statement is the same as that of the related
Statement 141 (revised 2007).  The Company will adopt this Statement
beginning March 1, 2009. It is not believed that this will have an impact on
the Company's consolidated financial position, results of operations or cash
flows.

                                     22
<PAGE>


                   Total Nutraceutical Solutions, Inc.
            (Formerly known as Generic Marketing Services, Inc.)
                      (A Development Stage Company)
                      Notes to Financial Statements
                              March 31, 2009


NOTE 14 - Recent Accounting Pronouncements - Continued

In December 2007, the FASB, issued FAS No. 141 (revised 2007), Business
Combinations. This Statement replaces FASB Statement No. 141, Business
Combinations, but retains the fundamental requirements in Statement 141.
This Statement establishes principles and requirements for how the acquirer:
(a) recognizes and measures in its financial statements the identifiable
assets acquired, the liabilities assumed, and any noncontrolling interest in
the acquiree; (b) recognizes and measures the goodwill acquired in the
business combination or a gain from a bargain purchase; and (c) determines
what information to disclose to enable users of the financial statements to
evaluate the nature and financial effects of the business combination. This
statement applies prospectively to business combinations for which the
acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008. An entity may not apply it
before that date. The effective date of this statement is the same as that of
the related FASB Statement No. 160, Noncontrolling Interests in Consolidated
Financial Statements.  The Company will adopt this statement beginning March
1, 2009. It is not believed that this will have an impact on the Company's
consolidated financial position, results of operations or cash flows.

In February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for
Financial Assets and Liabilities-Including an Amendment of FASB Statement No.
115.  This standard permits an entity to choose to measure many financial
instruments and certain other items at fair value. This option is available
to all entities. Most of the provisions in FAS 159 are elective; however, an
amendment to FAS 115 Accounting for Certain Investments in Debt and Equity
Securities applies to all entities with available for sale or trading
securities. Some requirements apply differently to entities that do not
report net income. SFAS No. 159 is effective as of the beginning of an
entities first fiscal year that begins after November 15, 2007. Early
adoption is permitted as of the beginning of the previous fiscal year
provided that the entity makes that choice in the first 120 days of that
fiscal year and also elects to apply the provisions of SFAS No. 157 Fair
Value Measurements.  The Company adopted SFAS No. 159 beginning March 1,
2008.  It has no effect on the Company's financial position, statements of
operations, or cash flows at this time.


                                      23
<PAGE>


                   Total Nutraceutical Solutions, Inc.
            (Formerly known as Generic Marketing Services, Inc.)
                      (A Development Stage Company)
                      Notes to Financial Statements
                              March 31, 2009


NOTE 14 - Recent Accounting Pronouncements - Continued

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements This
statement defines fair value, establishes a framework for measuring fair
value in generally accepted accounting principles (GAAP), and expands
disclosures about fair value measurements. This statement applies under other
accounting pronouncements that require or permit fair value measurements, the
Board having previously concluded in those accounting pronouncements that
fair value is the relevant measurement attribute. Accordingly, this statement
does not require any new fair value measurements. However, for some entities,
the application of this statement will change current practice. This
statement is effective for financial statements issued for fiscal years
beginning after November 15, 2007, and interim periods within those fiscal
years. Earlier application is encouraged, provided that the reporting entity
has not yet issued financial statements for that fiscal year, including
financial statements for an interim period within that fiscal year. The
Company adopted this statement March 1, 2008.  It has no effect on the
Company's financial position, statements of operations, or cash flows at this
time.


NOTE 15 - Subsequent Events

On April 2, 2009 the Company entered into a consulting agreement with Mike
Erickson.  As compensation for his services TNS agrees to issue 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 exercisable on April 1st of the next three years.

Total Nutraceutical Solutions, Inc. 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.  The Company 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 the
management of the Company believed were not in the best interest of the
Company or its shareholders.  The Company currently has investment funds
residing in an escrow account.  As a consequence of not having a legal option
in place, the Company will be making a formal rescission offer to certain
investors who have participated in the private offering and have funds
deposited in the escrow.

                                      24
<PAGE>



                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


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

Forward-Looking Information

The Company 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.

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.





                                     25
<PAGE>


Results of Operations
---------------------

Overview of Current Operations
------------------------------

Total Nutraceutical Solutions, 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, the Company filed amended Articles with the
Secretary of State of the State of Nevada to change its corporate name to
Total Nutraceutical Solutions.

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 line
of over-the-counter products, specifically nutraceutical products.  The
Company has not developed nor produced any products at the close of March 31,
2009.  Emphasis has been placed on raising sufficient capital to develop these
products.


Business Strategy
-----------------

Total Nutraceutical Solutions "(the Company") is 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.  The Company develops production and
analytic technologies for food and nutritional supplements composed primarily
of mushrooms and their mycelial biomasses.  Novel clinical models and
biomarkers will be 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 engaged in the contract
manufacture, distribution, and sale of nutraceutical products that are made
entirely of naturally occurring 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.


                                        26
<PAGE>


We anticipate that the company will sell directly to consumers products that
have been designed by the company and produced by outside contract
manufacturers.  Management is currently working on its own formulations to
produce, manufacture and market a line of over-the-counter products,
specifically nutraceutical products.  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 has been
placed on raising sufficient capital to develop these products.  On October 8,
2008, the Company closed a private offering whereby the Company raised
$530,000 in exchange for 5,30,000 unregistered shares of its common stock.
These funds will be 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 chains and other direct to
consumer retailers.


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.

                                        27
<PAGE>

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.


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.

Mushroom Substrate
------------------

The Company announced on February 17, 2009 that it signed an agreement with
Hokto Kinoko Co. to acquire mushroom spent substrate from the Hokto facility
in San Marcos, CA.  The 250,000 square foot growing facility for fresh
specialty mushrooms has the potential at full capacity to produce 20-25 tons
of spent substrate per day.  The Company plans to develop and market this
material as an animal feed additive with nutritional value via collaborative
research with the Department of Food Science at Pennsylvania State University.

Mushroom substrate waste is defined as the spent substrate (growing media) and
all mushroom residuals resulting from cleaning the growing bottles after the
harvest of mushroom fruit bodies at the growing facility.  The Hokto state-of-
the-art facility, the largest of its kind in the United States, will produce
the following mushrooms:  Brown Beech (Buna Shimeji), White Beech (Bunapi)(tm),
King Trumpet (Pleurotus eryngii), and Maitake.


Recent Event
------------

Total Nutraceutical Solutions, Inc. 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.  The Company requested a second

                                        28
<PAGE>

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 the
management of the Company believed were not in the best interest of the
Company or its shareholders.  The Company currently has investment funds
residing in an escrow account.  As a consequence of not having a legal option
in place, the Company will be making a formal rescission offer to certain
investors who have participated in the private offering and have funds
deposited in the escrow which were specifically earmarked to purchase Golden
Gourmet Mushrooms.


Results of Operations for the quarter ended March 31, 2009
----------------------------------------------------------

During the three months ended March 31, 2009, the Company had a net loss of
$(149,582) versus a no net loss for the same period last year, when the
Company was somewhat inactive.

Total Nutraceutical Solutions earned no revenues since its inception on July
19, 2007 through March 31, 2009.  Management does not anticipate earning any
significant revenues until such time as it can bring to the market a
nutraceutical product(s).  The Company is presently in the development stage
of its business and there are no assurances that it will be successful in
developing any nutraceutical product(s).

For the period since inception through March 31, 2009, the Company generated
no income.  Since inception on July 19, 2007, the Company experienced a net
loss of $(271,117).  The loss was attributed to organizational expenses,
accounting and legal fees and building infrastructure.  Management anticipates
its operating expenses will increase as the Company starts to develop and
market nutraceutical product(s).  Management also anticipates the Company's
ongoing operating expenses will also increase since Total Nutraceutical
Solutions is a reporting company under the Securities Exchange Act of 1934.


Revenues
--------

We generated no revenues for the period from August 14, 2006 (inception)
through March 31, 2009.  We do not anticipate generating any revenues for at
least 6-12 months.


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.


                                        29
<PAGE>

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.


Significant changes in the number of employees
----------------------------------------------

As of March 31, 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 March 31, 2009 reflects cash of $104,840, current
assets of $489,402 and current Liabilities of $64,721.  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 twelve 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.

                                        30
<PAGE>


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
------------------------------------------

Revenue Recognition:  We recognize revenue from product sales once all of the
following criteria for revenue recognition have been met: pervasive evidence
that an agreement exists; the services have been rendered; the fee is fixed
and determinable and not subject to refund or adjustment; and collection of
the amount due is reasonable assured.

New Accounting Standards
------------------------

In December 2007, the FASB issued SFAS No. 160, "Non-controlling Interests in
Consolidated Financial Statements".  This statement amends ARB 51 to establish
accounting and reporting standards for the non-controlling (minority)
interest in a subsidiary and for the de-consolidation of a subsidiary. It
clarifies that a non-controlling interest in a subsidiary is equity in the
consolidated financial statements.  SFAS No. 160 is effective for fiscal years
and interim periods beginning after December 15, 2008.  The adoption of SFAS
160 is not expected to have a material impact on the Company's financial
position, results of operation or cash flows.

As of January 1, 2008 we adopted SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities" ("SFAS No. 159"). SFAS No. 159
allows the company to choose to measure many financial assets and financial
liabilities at fair value.  Unrealized gains and losses on items for which the
fair value option has been elected are reported in earnings. The adoption of
SFAS 159 has not had a material impact on our financial position, results of
operation or cash flows.

As of January 1, 2008 we adopted SFAS No. 157, "Fair Value Measurements"
("SFAS No. 157").  SFAS No. 157 defines fair value and provides guidance for
measuring and disclosing fair value.  The adoption of SFAS 157 has not had a
material impact on our financial position, results of operation or cash flows.


                                        31
<PAGE>


Item 3.  Quantitative and Qualitative Disclosures about Market Risk.

Not applicable.

Item 4T. 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 and accounting officer), of the
effectiveness of the design and operation of our disclosure controls and
procedures.  Based on this evaluation, our President and chief 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;



                                      32
<PAGE>


-  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.

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.





                                       33
<PAGE>


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.



                                      34
<PAGE>


                           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 in Item 1, above, under " Liquidity and Capital Resources."

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

On February 5, 2009, 300,000 units, or 600,000 shares of common stock, were
sold under this 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 April 2, 2009 the Company entered into a consulting.  As compensation for
services the Company agrees to issue the consultant 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
exercisable on April 1st of the next three years.


Item 3 -- Defaults Upon Senior Securities

None.

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

None.

Item 5 -- Other Information

None.



                                     35
<PAGE>


Item 6 -- Exhibits

                                        Filed          Period           Filing
Exhibit       Exhibit Description     herewith  Form   ending  Exhibit   date
-------------------------------------------------------------------------------
3.1        Articles of Incorporation,            SB-2          3.1   08/06/2007
           as currently in effect
-------------------------------------------------------------------------------
3.2        Bylaws                                SB-2          3.2   08/06/2007
           as currently in effect
-------------------------------------------------------------------------------
3.3        Amended Articles of Merger            8-K           3.3   10/13/2008
           Incorporation as currently
           in effect
-------------------------------------------------------------------------------
10.1       Exclusive Option Agreement            8-K          10.1   09/04/2008
           dated May 1, 2006, between
           The Penn State Research
           Foundation and Northwest
           Medical Research Inc.
-------------------------------------------------------------------------------
10.2       Assignment Agreement to the           8-K          10.2   09/04/2008
           Option Agreement, dated
           July 31, 2008, among The Penn
           State Research Foundation,
           Northwest Medical Research Inc.
           and Generic Marketing
           Services, Inc.
-------------------------------------------------------------------------------
10.3       Assignment and Assumption             8-K          10.3   09/04/2008
           Agreement, dated July 31, 2008,
           between Northwest Medical
           Research Inc. and Generic
           Marketing Services, Inc.
-------------------------------------------------------------------------------
31.1       Certification of Chief        X
           Executive Officer,
           pursuant to Section
           302 of the Sarbanes-Oxley
           Act
-------------------------------------------------------------------------------
31.2       Certification of Chief        X
           Financial Officer,
           pursuant to Section
           302 of the Sarbanes-Oxley
           Act
-------------------------------------------------------------------------------
32.1       Certification of Chief        X
           Executive Officer,
           pursuant to Section
           906 of the Sarbanes-Oxley
           Act
-------------------------------------------------------------------------------

32.2       Certification of Chief        X
           Financial Officer,
           pursuant to Section
           906 of the Sarbanes-Oxley
           Act
-------------------------------------------------------------------------------



                                        36
<PAGE>



                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                         Total Nutraceutical Solutions
                                         -----------------------------
                                                   Registrant

Date:  May 20, 2009                          By: /s/ Frank Arnone
       ------------                          --------------------
                                                     Frank Arnone
                                                     President






                                       37
<PAGE>