UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): ~~April~~May 427, 2011

Commission File Number: 333-146744

CAPSALUS CORP.

(Exact Name of registrant as specified in charter)

Nevada

(State or other jurisdiction of incorporation or organization)

2675 Paces Ferry Road Suite 100

Atlanta, GA 30339

(Address of principal executive offices)

888-400-7179

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act(17CFR240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act(17CFR240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act(17CFR240.13e-4(c))

Section 45-Corporate ~~Matters~~Governance ~~Related to Accountants~~ and ~~Financial Statements~~Management

Item 45.02 ~~Non-Reliance~~Departure onof ~~Previously~~Directors ~~Issued~~or ~~Financial~~certain ~~Statements~~officers; orElection aof ~~Related~~Directors; ~~Audit~~Appointment ~~Report~~of orCertain ~~Completed~~Officers; ~~Interim~~Compensatory ~~Review~~Arrangements of Certain Officers.

InOn ~~response~~May to27, ~~a comment letter from the accounting staff of the U.S. Securities and Exchange Commission (SEC)~~2011, ~~Capsalus Corp. (~~the ~~"Company")~~registrant ~~reviewed~~accepted ~~its accounting for~~ the ~~purchase~~resignation of ~~WhiteHat~~Kevin ~~Holdings, LLC ("White Hat") on April 14, 2010~~P. ~~During~~Quirk ~~this~~as ~~review, management identified an error in the method used to value the purchase transaction and in determining the fair value of~~ a ~~contingent~~director consideration liability related to certain additional, or penalty shares of the Company’s common stock that would be issued after the transaction in the event certain stipulations, as noted in the Plan and ~~Agreement~~CEO of ~~Merger (~~the ~~“Merger Agreement”), did not occur~~registrant. The Company, its independent registered public accountants and the SEC staff discussed the matter while management continued its review. On April 4, 2011, the Company concluded, based on comments from the SEC and recommendations from management, that the Company's unaudited interim consolidated financial statements for the quarterly periods ended June 30, 2010 and September 30, 2010, as reported in the corresponding Form 10-Q's, should no longer be relied on and should be restated.

~~The~~Steve ~~modifications~~M. ~~to the restated consolidated financial statements relate to; a) the method used to calculate the fair value of the acquisition~~Grubner, ~~and b)~~ the ~~fair~~registrant’s ~~value~~President calculation of the liability related to the contingent issuance of additional shares under the Merger Agreement. The Company initially valued the acquisition based on the fair value of the assets acquired and ~~liabilities~~Chief ~~assumed~~Operating atOfficer ~~the~~since ~~acquisition~~January ~~date as opposed to the fair value of the consideration transferred~~2009, ashas ~~the~~been ~~Company~~appointed ~~felt~~Interim ~~this~~Chief ~~better~~Executive ~~reflected~~Officer. ~~the~~Further ~~true~~information ~~value~~regarding ~~of the acquisition~~Mr. ~~The~~Grubner ~~Company~~and ~~believed~~his atbackground ~~the~~and ~~time~~business ~~the~~experience ~~reports~~can ~~were~~be ~~filed,~~found ~~that~~in ~~this was~~ the ~~correct~~registrant’s ~~accounting~~Form ~~for~~10-K ~~the~~filings ~~valuation. In addition, the Company relied~~ on ~~internal~~both ~~management discussions to determine~~ the ~~likelihood~~Securities and ~~resulting~~Exchange ~~fair~~Commission’s ~~value of issuing additional shares to former White Hat shareholders under the contingent consideration liability~~ and ~~believed~~registrant’s ~~this was the proper method at the time our reports were filed~~websites.

~~After~~Section ~~careful~~7- ~~review,~~Regulation the Company determined that it should use the fair value of the consideration transferred to value the acquisition and that rather than relying on internal management discussions in determining the likelihood and resulting fair value of the contingent consideration liability, a liability should be recorded based on the terms of the Merger Agreement.FD

~~Therefore,~~Item ~~the~~7.01 Regulation ~~Company~~FD will use the fair value of the consideration transferred to value the acquisition and will record a contingent consideration liability for the additional shares to be issued based on the terms of the Merger AgreementDisclosure.

~~The~~A ~~adjustments~~notice ~~that~~dated ~~the~~May ~~Company~~27, ~~anticipates~~2011, ~~recording~~relating ~~in its financial statements will include recording a goodwill asset related~~ to the ~~acquisition~~departure of ~~White Hat~~Mr. ~~The~~Quirk ~~Company~~and ~~assesses~~ the ~~value~~appointment of ~~goodwill~~Mr. ~~for~~Grubner, ~~impairment~~which onhas anbeen ~~annual~~posted ~~basis~~on ~~and~~the ~~whenever~~registrant’s ~~there~~website ~~are~~at ~~triggering events that may dictate assessment for impairment~~www.capsalus.com, ~~The Company~~ is ~~currently~~attached ~~assessing the goodwill it is recording related~~ to ~~the~~this ~~acquisition of White Hat and anticipates that there will be an impairment recorded during the fourth quarter of fiscal 2010, that will be reflected in the Company’s Annual Report on~~ Form 108-K ~~for~~as ~~fiscal~~Exhibit ~~2010~~99.1.

~~The~~Item Company anticipates filing amendments to the aforementioned Form 10-Q’s for the affected quarterly periods to reflect the corrections to its quarterly consolidated financial statements in the near future9. ~~The~~01. Financial ~~Company’s~~Statements ~~Annual Report on Form 10-K for fiscal 2010 will reflect these adjustments~~ and ~~contain additional information regarding this matter.~~Exhibits

~~Forward-Looking~~(d) ~~Statements~~Exhibits. 99.1 Notice dated May 27, 2011, posited on registrant’s website.

Forward-looking statements in this 8-K are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include the statements regarding potential errors in previously issued financial statements; the nature, magnitude and scope of potential errors and the Company's investigation and analysis of such potential errors. These statements are just predictions reflecting management’s current judgment and involve risks and uncertainties, such that actual results may differ significantly. These risks include, but are not limited to, additional actions resulting from the Company's continuing internal review, as well as the review and audit by the Company's independent auditors of restated financial statements, if any, and actions resulting from discussions with or required by the Securities and Exchange Commission, along with other risks and uncertainties discussed in the Company’s Annual Report on Form 10-K for the fiscal 2010 and the Company’s Quarterly Reports on Form 10-Q for subsequent quarters. The Company disclaims any obligation to update any forward-looking statements.

SIGNATURE

Pursuant to the Requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the Undersigned hereunto duly authorized.

	CAPSALUS CORP. (Registrant)
Date: April 8, 2011	By:	/s/ Steven M Grubner
Date: May 31, 2011	By:	/s/ Steven M. Grubner
		Steven M. Grubner, President
		Steven M. Grubner, Interim Chief Executive Officer

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