SECURITIES PURCHASE AGREEMENT

Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of September 18, 2009, among Total Nutraceutical Solutions, Inc., a Nevada corporation (the “ Seller”), and Philip Sobol, an individual (the “Buyer”); and

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act and Rule 506 promulgated thereunder, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company $25,000 of shares of Common Stock on the Closing Date.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agrees as follows:

ARTICLE 1

PURCHASE AND SALE OF COMMON STOCK

1.1

Sale of Common Stock .  Upon the terms set forth herein, on the date on which Buyer and Seller shall mutually agree (the "Closing Date"), Seller shall sell, convey, transfer, assign, and deliver to Buyer, and Buyer shall purchase from Seller, the number of shares of Common Stock of the Company set forth on Schedule 1 attached hereto.

ARTICLE 2

CLOSING

2.1

Closing Date .  The Closing shall be consummated in accordance with Section 1.1 above.

2.2

Purchase Price .  The purchase price for the Common Stock (the "Purchase Price") shall be equal to Twenty-Five Thousand Dollars ($25,000) or 100,000 shares of restricted common stock at $.25 per share.  

2.3

Seller's Deliveries .  Prior to Closing or shortly thereafter, Seller shall at the option of the Buyer, deliver all the following:

(1)

Stock certificate(s) representing 100,000 shares of Common Stock.

(2)

If so requested by Buyer, an opinion of counsel from the attorney for the Seller in form to be agreed upon by Buyer and Seller;

(3)

A Certificate of Good Standing issued by the Secretary of State of the state of Nevada;

(4)

Certificates of Good Standing from the Secretaries of State of any other states in which the Company is required to register as a foreign corporation; and

(5)

Any and all other instruments, agreements or certificates contemplated by this Agreement or otherwise requested by Buyer.

(6)

A copy of the most recent 10-K for the period ending December 31, 2008 and a copy of the most recent 10-Q for the period ending June 30, 2009.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

3.1

Representations of the Seller .  The Seller hereby represents and warrants to Buyer as follows:

(1)        

Corporate Status .  The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada.  The Company has the requisite power and authority to carry on the business as now being conducted.  The Company is legally qualified to transact business as a foreign corporation in all jurisdictions where failure to be so qualified would have a material adverse effect on its business.  There is no pending or, to the Company's knowledge, threatened, proceeding for the dissolution, liquidation, insolvency or rehabilitation of the Company.

(2)

Power and Authority .  The Company has the power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.  The Company has taken all action necessary to authorize its execution and delivery of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby.  This Stock Purchase Agreement has been approved by the Board of Directors of the Company, pursuant to a unanimous written consent.

(3)

Enforceability .  This Agreement has been duly executed and delivered by the Company and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

(4)

Capitalization .  All of the 51,912,470 issued and outstanding shares of common capital stock of the Company (i) have been duly authorized and validly issued and are fully paid and non-assessable, (ii) were issued in compliance with all applicable state and federal securities laws, and (iii) were not issued in violation of any preemptive rights or rights of first refusal.  No preemptive rights or rights of first refusal exist with respect to the shares of capital stock of the Company and no such rights arise by virtue of or in connection with the transactions contemplated hereby.

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

In connection with the private placement stock offering now open, the Company issued warrants to purchase common stock to the investors as part of the investment, and as a fee to the placement consultants.  At June 30, 2009, warrants for 2,573,700 shares were issued as part of the equity sale.

Under separate consulting agreements with two individuals, the Company issued a five year warrant on February 3, 2009 and a five year warrant on April 1, 2009 as compensation.  Upon execution of the contracts 50,000 shares of those warrants are exercisable at $.025 per share for a service period ending December 31, 2009.

Besides these outstanding warrants, there are no outstanding or authorized rights, options, warrants, convertible securities, subscription rights, conversion rights, exchange rights or other agreements or commitments of any kind that could require the