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~~PURSUANT ofTO ~~Report~~SECTION ~~(Date~~13 ofOR ~~earliest event reported~~15(D): ~~October~~OF ~~13, 2011~~THE

~~Commission~~SECURITIES ~~File~~EXCHANGE ~~Number:~~ACT ~~333-146744~~OF 1934

Date of Report (Date of earliest event reported): February 16, 2012

CAPSALUS CORP.

(Exact ~~Name~~name of registrant as specified in its charter)

Nevada

Nevada	333-146744	88-0338837
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

~~(State~~618 orS. ~~other~~Northwest ~~jurisdiction~~Highway of#139, ~~incorporation~~Barrington, orIL ~~organization)~~60010

~~2675~~(Address ~~Paces~~of ~~Ferry~~principal ~~Road~~executive ~~Suite~~offices)(Zip ~~100~~Code)

~~Atlanta,~~(888) ~~GA 30339~~400-7179

~~(Address~~Registrant’s oftelephone ~~principal~~number, ~~executive~~including ~~offices)~~area code

~~888-400-7179~~Not Applicable

(~~Registrant’s~~Former ~~telephone~~name ~~number~~or former address, ~~including~~if ~~area~~changed ~~code~~since last report.)

(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~~17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (~~17CFR240~~17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (~~17CFR240~~17 CFR 240.13e-4(c))

~~Section~~Item ~~1-Registrant’s~~2.01. ~~Business~~Completion ~~and~~of ~~Operation~~Acquisition or Disposition of Assets.

~~Item 1~~On February 16, 2012 (the “Closing Date”), Capsalus Corp.~~01 Entry~~ ~~into~~(“Capsalus”) completed its previously announced acquisition (the “GeneWize Acquisition”) of all of the outstanding capital stock of GeneWize Life Sciences, Inc., a ~~Material~~Delaware ~~Definitive~~corporation ~~Agreement~~(“GeneWize”), from its parent GeneLink, Inc., a Pennsylvania corporation (“GeneLink”). GeneWize is a direct selling company focused on the marketing of customized genetically-based nutritional and skin care products.

OnCapsalus ~~October~~paid ~~13,~~GeneLink ~~2011~~cash consideration in an amount equal to $500,000 ~~Capsalus~~on ~~Corp~~the Closing Date. Capsalus borrowed $500,000 from Gene Elite LLC, a Delaware limited liability company and affiliate of Capsalus (“~~Capsalus~~Gene Elite”), ~~entered~~to make the payment. The loan bears interest at 10%, is convertible into Capsalus stock at $0.02 per share, and has a warrant attached to purchase 25,000,000 shares of Capsalus common stock at $0.08 per share. During the period commencing as of the second full calendar month following ~~agreements~~the Closing Date and ending sixty (60) calendar months thereafter, Capsalus is required to pay GeneLink cash consideration each month equal to the greater of (i) $25,000 and (ii) 10% of GeneWize’s gross revenues generated during such month; provided that the total cash consideration payable by Capsalus pursuant to the Stock Purchase Agreement, dated as of October 13, 2011 (the “Stock Purchase Agreement”), by and between Capsalus and GeneLink shall not exceed $5,000,000.

1.The ~~Stock~~description ~~Purchase~~of ~~Agreement between Capsalus and GeneLink, Inc., a Pennsylvania corporation (“GeneLink”). Subject to~~ the ~~terms~~Stock ~~and~~Purchase ~~conditions~~Agreement ofdoes ~~this~~not ~~agreement,~~purport ~~Capsalus has agreed~~ to ~~purchase~~be ~~all~~complete ~~of the issued~~ and ~~outstanding capital stock of GeneWize (“Shares”), from its parent, GeneLink, for $500,000 plus an earn-out. The earn-out~~ is ~~the~~qualified ~~greater of (a) $25,000 per month or (b) 15% of the gross revenues generated~~ by ~~GeneWize~~reference ~~during the preceding month. The earn-out shall be paid~~ to ~~GeneLink beginning~~ the ~~second~~Stock ~~month~~Purchase ~~following~~Agreement, ~~the~~which ~~Closing~~is ~~Date~~attached ~~and~~as ~~ending~~Exhibit ~~60 months thereafter~~10.1 ~~The total consideration~~ to ~~be paid by~~ Capsalus’ ~~for~~Current ~~the~~Report ~~Shares~~on ~~shall~~Form ~~not~~8-K ~~exceed~~filed anwith ~~aggregate of $5,000,000 including~~ the ~~$500.000~~Securities and ~~the~~Exchange ~~earn-out.~~Commission ~~The~~on ~~closing~~October is21, ~~subject to approval by the shareholders of GeneLink~~2011.

2.Concurrently ~~Interim~~and ~~Management~~in ~~Agreement~~connection ~~between~~with ~~Capsalus~~the ~~and~~execution ~~GeneLink~~of ~~and~~the ~~GeneWize~~Stock ~~Life~~Purchase ~~Sciences~~Agreement, ~~Inc.,~~Gene aElite ~~Delaware~~and ~~corporation~~GeneWize entered into that certain License and ~~wholly-owned~~Distribution ~~subsidiary~~Agreement, ofpursuant to which GeneLink ~~(“GeneWize”).~~granted ~~Between~~Gene ~~the~~Elite ~~execution~~an ofexclusive ~~this~~license ~~agreement~~to market and ~~the~~sell ~~close~~certain ofproducts ~~the~~in ~~Stock~~certain ~~Purchase~~channels ~~Agreement~~within ~~(the~~an ~~“Interim~~exclusive ~~Period”),~~territory ~~Capsalus~~and ~~shall,~~a ~~subject~~non-exclusive license to ~~certain~~market ~~rights~~and ofsell ~~GeneLink,~~certain ~~assume~~products ~~all~~in ~~management~~certain ~~responsibilities~~channels ~~and~~within ~~control~~a ofnon-exclusive ~~all~~territory. The ~~assets~~License and ~~liabilities~~Distribution ofAgreement ~~GeneWize~~also ~~and~~permits ~~its~~Gene ~~business.~~Elite ~~During~~to ~~this~~grant ~~Interim~~sublicenses ~~Period~~to ~~Capsalus~~various ~~shall~~subdistributors, ~~receive~~including asCapsalus. One ~~compensation~~of ~~for~~the ~~its~~managing ~~management~~members ~~services~~of ~~all~~Gene ~~profits~~Elite ~~earned~~is bya ~~GeneWize~~director ~~beginning~~and ~~October~~major 1,shareholder ~~2011~~of Capsalus and ~~ending~~therefore ~~with~~Gene ~~the~~Elite ~~closing~~may be considered an affiliate of Capsalus. Pursuant to the ~~Stock~~License ~~Purchase~~and Distribution Agreement, Gene Elite agreed to pay GeneLink $1,500,000.

~~Simultaneously~~As ~~with~~a ~~the~~result ~~signing~~ of the ~~Stock~~GeneWize ~~Purchase Agreement and the Interim Management Agreement~~Acquisition, aGeneWize ~~License~~became ~~and Distribution Agreement (“LDA”) was entered into between GeneLink and Gene Elite LLC.,~~ a ~~Delaware~~wholly-owned ~~limited~~subsidiary ~~liability~~of ~~company (“Gene Elite”)~~Capsalus. The ~~managing~~amount ~~director and a principal membership holder in Gene Elite is a director and major shareholder~~ of ~~Capsalus~~consideration ~~and~~paid therefore may be considered an “affiliate” of Capsalus. Under the LDA, both Capsalus and GeneWize are listed as approved sub-distributors to market the GeneLink Nutritional System and the GeneLink Skin Care System for the ~~direct~~acquisition ~~sales~~was ~~and~~determined ~~multi~~pursuant ~~level marketing industries. The closing of the LDA is subject~~ to, ~~among~~arm’s ~~other~~length ~~conditions,~~negotiations ~~the~~between ~~approval of~~ the GeneLink shareholders of the sale of GeneWize to Capsalus (see Stock Purchase Agreement above) and to the payment of $1,000,000 by Gene Elite to GeneLink, of which $500,000 shall be credited to Capsalus’ $500,000 obligation pursuant to its Stock Purchase Agreement with GeneLinkparties.

InItem ~~view~~8.01. Other of the various contingency conditions to closing of both the Stock Purchase Agreement and the LDA, there is no assurance that either agreement will be completed and if completed whether Capsalus will be successful in selling the GeneLink products and systemsEvents.

~~Section~~On 7-February ~~Regulation~~16, FD2012, Capsalus issued a press release announcing the consummation of the GeneWize Acquisition, a copy of which is attached as Exhibit 99.1 to this Current Report.

Item 79.01 ~~Regulation~~. FDFinancial ~~Disclosure~~Statements and Exhibits.

~~On October 14, 2011, Capsalus issued~~ (a) Financial ~~press~~statements ~~release related to the signing~~ of abusiness ~~Securities~~acquired. The ~~Purchase~~financial ~~Agreement with~~statements ~~Genelink,~~required ~~Inc.,~~ to ~~acquire~~be ~~all~~filed ~~off~~pursuant ~~the~~to ~~issued~~this ~~and~~Item ~~outstanding~~will ~~capital~~be ~~stock~~filed ofby ~~GeneWize~~amendment ~~Life~~no ~~Sciences,~~later ~~Inc.,~~than a71 ~~wholly~~calendar ~~owned~~days ~~direct~~after ~~selling~~the ~~subsidiary~~date ofon ~~GeneLink,~~which ~~Inc. A~~this ~~copy~~Report ~~of the news release~~ is ~~attached~~required ~~as Exhibit 99.1 hereto and incorporated herein by reference. This disclosure does not constitute an offer~~ to ~~sell,~~be ~~or the solicitation to buy, any such security~~filed.

~~Item~~(b) Pro 9forma financial information.01 The ~~Financial~~pro ~~Statements~~forma ~~and~~financial ~~Exhibits~~information that is required to be filed pursuant to this Item will be filed by amendment no later than 71 calendar days after the date on which this Report is required to be filed.

	(2)	Exhibits.
		10.1 Stock Purchase Agreement dated October 13, 2011 between Capsalus and GeneLink, Inc.
		10.2 Interim Mgmt. Agrmt., dated Oct. 13, 2011, between Capsalus, GeneLink, Inc. and GeneWize Life Sciences, Inc.
		99.1 Press Release dated October 14, 2011.

(d) Exhibits. The following exhibit is furnished with this Report:

Exhibit No.		Description

99.1		Press release, dated February 16, 2012.

SIGNATURE

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

	CAPSALUS CORP. (Registrant)
Date: October 19, 2011	By:	/s/ Steven M. Grubner
		Steven M. Grubner, Interim Chief Executive Officer

	CAPSALUS CORP.

	By:	/s/ Steven M. Grubner
		Name: Steven M. Grubner
		Title: Chief Executive Officer/Chief Financial Officer

Date: February 21, 2012

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