Medytox Solutions, Inc. (Form: 10-Q/A, Received: 11/21/2012 15:26:02)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

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

For the quarterly period ended September 30, 2012

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

For the transition period from

Commission File No.: 333-138251

MEDYTOX SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)


Nevada (State or other Jurisdiction of Incorporation or Organization)	54-2156042 (I.R.S. Employer Identification No.)

400 South Australian Avenue 8 ^th Floor West Palm Beach, Florida	33401
(Address of Principal Executive Offices)	(Zip Code)

(561) 855-1626
(Registrant's telephone number, including area code)


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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or 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.

[X] Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

☐ Yes [X] No

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


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐ (Do not check if a smaller reporting company)	Smaller reporting company	[X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes [X] No

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: At November 12, 2012, there were 27,374,800 shares of common stock, par value $0.0001 per share, of the Registrant issued and outstanding.

This Amendment to the Quarterly Report on Form 10-Q/A (the “Amendment”) amends the Quarterly Report on Form 10-Q of Medytox Solutions, Inc. (the “Company”) for the quarter ended September 30, 2012 (the “Original Filing”), that was originally filed with the U.S. Securities and Exchange Commission on November 19, 2012, for the sole purpose of including exhibits that were inadvertently omitted from the Original Filing.

Except as described above, the Amendment does not modify or update the disclosures presented in, or exhibits to, the Original Filing in any way. Those sections of the Original Filing that are unaffected by the Amendment are not included herein. The Amendment continues to speak as of the date of the Original Filing. Furthermore, the Amendment does not reflect events occurring after the filing of the Original Filing. Accordingly, the Amendment should be read in conjunction with the Original Filing, as well as the Company’s other filings made with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act subsequent to the filing of the Original Filing.

Item 6.

Exhibits.

Exhibit

Description

3.7

Certificate of Designation for the Series B Non-Convertible Preferred Stock, par value $.0001 per share, of Medytox Solutions, Inc. ¹

3.8

Certificate of Designation for the Series C Convertible Preferred Stock, par value $.0001 per share, of Medytox Solutions, Inc.

3.9

Amendment to By-laws of Medytox Solutions, Inc.

10.5

Amendment No. 1 to Senior Secured Revolving Credit Facility Agreement, dated as of July 31, 2012, among Medytox Solutions, Inc., Medytox Medical Marketing & Sales, Inc., Medytox Diagnostics, Inc., PB Laboratories, LLC and TCA Global Credit Master Fund, LP. ¹

10.6

Amended and Restated Revolving Promissory Note, dated July 31, 2012, issued by Medytox Solutions, Inc. to TCA Global Credit Master Fund, LP. ¹

10.7

Amendment to Promissory Note, dated as of July 27, 2012, between Medytox Solutions, Inc. and Valley View Drive Associates, LLC ¹

10.8

Amendment to Convertible Promissory Note, dated as of July 27, 2012, between Medytox Solutions, Inc. and Valley View Drive Associates, LLC ¹

10.9

Amendment to Security Agreement, dated as of July 27, 2012, among Medytox Solutions, Inc., Medytox Medical Management Solutions Corp. and Medytox Institute of Laboratory Medicine, Inc. in favor of Valley View Drive Associates, LLC ¹

10.10

Membership Interest Purchase Agreement, dated as of October 31, 2012, between Medytox Diagnostics, Inc. and Marylu Villasenor Hall

10.11

Secured Promissory Note , dated October 31, 2012, in the amount of $150,000, issued by Medytox Diagnostics, Inc. to Marylu Villasenor Hall

31.1

Section 302 CEO Certification

31.2

Section 302 CFO Certification

32.1

Section 906 CEO Certification

32.2

Section 906 CFO Certification

¹ Incorporated herein by reference from the Company's Form 8-K filed on August 15, 2012.

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.


	Medytox Solutions, Inc.

Date: November 21, 2012	By:	/s/ William G. Forhan
		William G. Forhan, CEO, and Chairman (Principal Executive Officer)

	By:	/s/ Jace Simmons
		Jace Simmons, Chief Financial Officer (Principal Financial and Accounting Officer)

Certificate of Designation

Nevada Profit Corporations

(PURSUANT TO NRS 78.1955)

1. Name of corporation:

MEDYTOX SOLUTIONS, INC.

2. By resolution of the board of directors pursuant to a provision in the articles of incorporation this certificate establishes the following regarding the voting powers, designations, preferences, limitations, restrictions and relative rights of the following class or series of stock.

1. Designation; Number of Shares . The designation of said series of Preferred Stock shall be Series C Convertible Preferred Stock ("Series C Preferred Stock"). The number of shares of Series C Preferred Stock shall be one million (1,000,000). Each share of Series C Preferred Stock shall have a per value of $.0001 per share.

(CONTINUED ON EXHIBIT "A" ATTACHED HERETO)

3. Effective date of filing: (optional)

Upon Filing

(must not be later than 90 days often the certificate is filed)

4. Signature: (required)

/s/ William Forhan

Signature of Officer William G. Forhan, CEO

Filing Fee: $175.00

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

EXHIBIT "A" TO CERTIFICATE OF DESIGNATION

MEDYTOX SOLUTIONS, INC.

Ranking . With respect to dividends (as provided in Section 3 below) and liquidation rights (as provided in Section 4 below), the Series C Preferred Stock shall rank on parity with the Corporation's common stock, par value $.0001 per share ("Common Stock").

Dividends . From and after the date of the issuance of any shares of Series C Preferred Stock (the "Original Issuance Date"), each holder of outstanding shares of Series C Preferred Stock shall be entitled to receive on account of such shares (participating pari passu with the holders of Common Stock), dividends in cash out of any funds of the Corporation legally available for the payment thereof, at the same time any dividend will be paid or declared and set apart for payment on any shares of any Common Stock, in an amount equal to the amount which such holder would have been entitled to receive if such Series C Preferred Stock were converted to Common Stock under Section 6(a) on the date such dividend is paid or declared and set apart for payment.

Voting Rights . Each holder of outstanding shares of Series C Preferred Stock shall be entitled to vote on all matters submitted to a vote of the holders of the Common Stock and shall have such number of votes equal to twenty five (25) votes for every one (1) share of Series C Preferred Stock held by such holder, except as otherwise required by law. Except as provided by law, holders of Series C Preferred Stock shall vote together with the holders of Common Stock as a single class.

Liquidation Rights . Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, each holder of outstanding shares of Series C Preferred Stock shall be entitled to receive and to be paid out of the assets of the Corporation available for distribution to its stockholders (participating pari passu with the holders of Common Stock), the amount which such holder would have been entitled to receive if all of the shares of Series C Preferred Stock held by such holder were, immediately prior to the time of such distribution, converted into that number of fully-paid nonassessable shares of Common Stock equal to the Conversion Number (as defined below). From and after the distribution of such amount, such holder's shares of Series C Preferred Stock shall no longer be deemed to be outstanding, and all rights of such holder of such shares shall cease and terminate.

Conversion .

(a)

Right to Convert . Subject to the terms and conditions of this Section 6, each holder of outstanding shares of Series C Preferred Stock shall have the right to convert some or all of the outstanding shares of Series C Preferred Stock then held by such holder into that number of fully-paid and nonassessable shares of Common Stock equal to the Conversion Number (as defined below) as of the time of such conversion. For purposes of this Certificate of Designation, the "Conversion Number" as of a specified date shall be the number resulting from the following calculation, rounded down to the nearest whole number: (i) the quotient of (I) 1 divided by (II) the product of 0.80 multiplied by the Market Price of the Common Stock as of such date, multiplied by (ii) the total number of outstanding shares of Series C Preferred Stock being converted as of such date; provided , however , that if the number resulting from such calculation is a number that is less than 10% of the total number of outstanding shares of Series C Preferred Stock being converted (the "Minimum Number"), the Conversion Number shall be the Minimum Number. Such right of conversion shall be exercised by a holder of outstanding shares of Series C Preferred Stock by delivery of a written notice to the Corporation stating that the holder elects to convert a stated number of shares of Series C Preferred Stock into Common Stock and by surrender of a certificate or certificates for the shares so to be converted (the "Conversion Certificates") to the

Corporation at its principal office (or such other office or agency of the Corporation as the Corporation may designate by notice in writing to the holders of outstanding shares of the Series C Preferred Stock) at any time during its usual business hours on the date set forth in such notice.

For purposes of this Section 6(a), the "Market Price" shall be, as of any specified date with respect to any share of Common Stock, (i) if the Common Stock is traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is quoted on the National Market System of the Nasdaq Stock Market (the "National Market System") or the Nasdaq Small Cap Market (the "Small Cap Market"), the last reported share price of the Common Stock on such exchange or on the National Market System or the Small Cap Market on such date, or if no such sale is made on such date, the mean of the closing bid and ask prices for such date on such exchange or on the National Market System or the Small Cap Market; (ii) if the Common Stock is not so listed or admitted to unlisted trading privileges or so quoted but the bid and ask prices are reported by the Nasdaq or the National Quotation Bureau Incorporated (or any successor thereto), the Market Price as of a specified date shall be the mean of the last bid and ask prices reported on such date (x) by the Nasdaq or (y) if reports are unavailable under clause (x) above by the National Quotation Bureau Incorporated (or any successor thereto); or (iii) if the Common Stock is not so listed or admitted to unlisted trading privileges or so quoted and bid and ask prices are not so reported, the Market Price shall be established by the board of directors by resolutions duly adopted and certified by the Secretary of the Corporation, which certified resolutions (x) set forth the price per share of Common Stock established by the board of directors which shall be based on the price that would be paid for all of the capital stock of the Corporation in an arm's-length transaction between a willing buyer and a willing seller (neither acting under compulsion) as reasonably determined by the board of directors, or, in the event that the board of directors reasonably determines that such valuation would exceed $10 million, as determined by the valuation of a nationally recognized investment banking or appraisal firm, and (y) are delivered to the holder of such outstanding shares of Series C Preferred Stock within 10 business days following the date of such determination.

(b)

Issuance of Certificate; Time Conversion Effected . Promptly after the receipt of the written notice referred to in Section 6(a) and the surrender of the Conversion Certificates as provided in Section 6(a), the Corporation shall issue and deliver to a holder exercising conversion rights under Section 6(a), at such holder's address as it shall appear on the records of the Corporation, (i) a certificate or certificates representing that number of fully-paid nonassessable shares of Common Stock issuable upon the conversion of such shares of Series C Preferred Stock pursuant to Section 6(a) and (ii) to the extent that such holder exercises his, her or its right to convert some but not all of the outstanding shares Series C Preferred Stock then held by such holder pursuant to Section 6(a), a certificate or certificates for that number of shares of Series C Preferred Stock represented by the Conversion Certificates for which such holder is not exercising his, her or its conversion rights under this Section 6(a) (if any). Such conversion shall be deemed to have been effected as of the date on which the written notice delivered pursuant to Section 6(a) is actually received by the Corporation and the Conversion Certificates shall have been duly surrendered. All dividends accrued but unpaid with respect to any shares of Series C Preferred Stock converted under Section 6(a) shall be paid in cash within seven (7) days following the date on which such shares are converted (unless there are no legally available funds with which to make such cash payment, in which event such cash payment shall be made as soon as possible).

(c)

Effect of Subdivision or Combination of Common Stock on Conversions . In case the Corporation shall at any time subdivide (by stock split, stock dividend, or otherwise) its outstanding shares of Common Stock into a greater number of shares, the number of shares of Common Stock into which the Series C Preferred Stock is convertible shall be proportionately increased. In case the Corporation shall at any time combine (by reverse stock split or otherwise) its outstanding shares of

Common Stock into a lesser number of shares, the number of shares of Common Stock into which the Series C Preferred Stock is convertible shall be proportionately decreased.

(d)

Reorganization or Reclassification . If any capital reorganization or reclassification of the capital stock of the Corporation shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities, or assets with respect to or in exchange for Common Stock, then, as a condition of such reorganization or reclassification, lawful and adequate provisions shall be made whereby each holder of shares of Series C Preferred Stock shall upon conversion of the Series C Preferred Stock as described in this Certificate of Designation have the right to receive, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately therefor receivable upon the conversion of such share or shares of Series C Preferred Stock, such shares of stock, securities, or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of such Common Stock immediately receivable upon such conversion had such reorganization or reclassification not taken place. In any such case, appropriate provisions shall be made with respect to the rights and interests of such holder to the end that the provisions hereof shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities, or assets thereafter deliverable upon the exercise of such conversion rights.

(e)

Mandatory Conversion . Any shares of Series C Preferred Stock outstanding on the first anniversary of the Original Issuance Date (the "Mandatory Redemption Date") shall be automatically converted into that number of fully-paid nonassessable shares Common Stock into which the holder thereof would have been entitled to receive had such shares of Series C Preferred Stock been converted into Common Stock pursuant to Section 6(a) on the Mandatory Redemption Date or, to the extent that such holder surrenders a certificate or certificates representing all of the shares of Series C Preferred Stock held by such holder at the at the Corporation's principal office (or such other office or agency of the Corporation as the Corporation may designate by notice in writing to the holders of outstanding shares of the Series C Preferred Stock) prior to the Mandatory Redemption Date, such shares shall be converted into that number of shares of Common Stock to which the holder thereof would have been entitled to receive had such shares of Series C Preferred Stock been converted to Common Stock pursuant to Section 6(a) on the date such certificate or certificates are so surrendered. All certificates evidencing the shares of Series C Preferred Stock held by a holder shall, on the Mandatory Redemption Date or such earlier date on which such certificates are so surrendered, be deemed to have been retired and canceled and the shares of Series C Preferred Stock represented thereby converted into shares of Common Stock as described above for all purposes. Upon the mandatory conversion of shares of Series C preferred Stock pursuant to this Section 6(e), all accrued but unpaid dividends thereon shall be paid in cash within seven (7) days following the date on which such shares are converted (unless there are no legally available funds with which to make such cash payment, in which event such cash payment shall be made as soon as possible). The Corporation shall, promptly following the Mandatory Conversion Date, or such earlier date as the certificates representing all of the shares of Series C Preferred Stock held by a holder shall have been duly surrendered by such holder pursuant to this Section 6(e), issue and deliver to such holder, at such holder's address as it shall appear on the records of the Corporation, a certificate or certificates representing that number of fully-paid nonassessable shares of Common Stock issuable upon conversion of such shares pursuant to this Section 6(e).

Redemptions .

(a)

Exercise of Redemption Rights . The Corporation shall have the right, exercisable at any time, to redeem all, or less than all, of the outstanding shares of Series C Preferred Stock by paying to the holders of the Series C Preferred Stock an amount in cash equal to $1.00 for each

outstanding share of Series C Preferred Stock that is redeemed (the "Redemption Price"). Such right shall be exercisable by delivery of a notice of a redemption to the holders of record of the Series C Preferred Stock, at their respective addresses as they shall appear on the records of the Corporation, at least ten (10) days prior to the date established by the Corporation for the redemption (the "Redemption Date"). Such notice shall (i) notify such holders of the number of shares being redeemed and the Redemption Date, (ii) state the place or places at which the shares of Series C Preferred Stock shall, upon presentation and surrender of the certificates evidencing such Series C Preferred Stock, be redeemed, and (iii) state the name and address of the Corporation’s transfer agent for the Series C Preferred Stock if the transfer agent is not the Corporation. All certificates evidencing shares of Series C Preferred Stock which are required to be surrendered for redemption pursuant to this Section 7(a) (the "Redemption Certificates") shall, on the date such certificates are surrendered to the Corporation at its principal place of business, be deemed to have been retired and canceled and the shares of Series C Preferred Stock represented thereby converted into cash in an amount equal to the Redemption Price for such shares, provided , however , that if any Redemption Certificates are not delivered by the Redemption Date, (i) such certificates shall be deemed to have been retired and canceled, and the shares of Series C Preferred Stock represented thereby for which the Corporation is exercising redemption rights pursuant to this Section 7(a) shall automatically be converted as of the Redemption Date into that number of fully-paid and nonassessable shares of Common Stock equal to the Conversion Number and (ii) the Corporation shall, promptly following the Redemption Date, issue and deliver to the holder of the Series C Preferred Stock represented by the Redemption Certificates, at such holder's address as it shall appear on the records of the Corporation, (x) a certificate or certificates representing that number of fully-paid nonassessable shares of Common Stock issuable upon conversion of such shares of Series C Preferred Stock for which the Corporation is exercising redemption rights pursuant to this Section 7(a) and (y) to the extent that the Corporation exercises its right to redeem some but not all of the outstanding shares Series C Preferred Stock under this Section 7(a), a certificate or certificates for that number of shares of Series C Preferred Stock represented by the Redemption Certificates for which the Corporation is not exercising its redemption rights under this Section 7(a) (if any). From and after the Redemption Date, the shares of Series C Preferred Stock that have been redeemed or converted pursuant to this Section 7(a) shall no longer be deemed to be outstanding, and all rights of the holders of such shares shall cease and terminate.

(b)

Determination of the Number of Shares to be Redeemed . The number of shares of Series C Preferred Stock redeemable by the Corporation from each holder thereof in the event that the Corporation exercises its right to redeem less than all of the outstanding shares of Series C Preferred Stock under Section 7(a), shall be the number of shares of Series C Preferred Stock determined by multiplying the total number of Series C Preferred Stock to be redeemed by a fraction, the numerator of which shall be the total number of shares of Series C Preferred Stock then held by such holder, and the denominator of which shall be the total number of shares of Series C Preferred Stock then outstanding.

(c)

Payment of Redemption Price; Time Redemption Effected . If any Redemption Certificates are surrendered to the Corporation on or prior to the Redemption Date, the Corporation shall, promptly following the date on which such Redemption Certificates are surrendered (i) pay to the holder thereof, at such holder's address as it shall appear on the records of the Corporation, the Redemption Price for the shares of Series C Preferred Stock represented by the Redemption Certificates so surrendered for which the Corporation is exercising its redemption rights under Section 7(a) and (ii) to the extent that the Corporation exercises its right to redeem some but not all of the outstanding shares Series C Preferred Stock under Section 7(a), a certificate or certificates for the number of shares of Series C Preferred Stock represented by the Redemption Certificates for which the Corporation is not exercising its redemption rights under this Section 7(a) (if any). Such redemption shall be deemed to have been effected as of the date on which written notice shall have been delivered by the Corporation pursuant to Section 7(a) and the certificate or certificates for such share or shares shall have been duly surrendered. Upon the redemption or conversion of shares of Series C Preferred Stock pursuant to Section 7(a), all accrued but

unpaid dividends shall be paid in cash within seven (7) days following the date on which such shares are redeemed or converted (unless there are no legally available funds with which to make such cash payment, in which event such cash payment shall be made as soon as possible).

(d)

Effect of Subdivision or Combination of Common Stock on Redemptions . In the event that the Corporation shall at any time subdivide (by stock split, stock dividend, or otherwise) its outstanding shares of Common Stock into a greater number of shares, the Redemption Price for each share of the Series C Preferred Stock shall proportionately decrease. In the event that the Corporation shall at any time combine (by reverse stock split or otherwise) its outstanding shares of Common Stock into a lesser number of shares, the Redemption Price for each share of the Series C Preferred Shares shall proportionately decrease.

Covenants . So long as any shares of the Series C Preferred Stock are outstanding, the Corporation shall not amend, alter or repeal any provisions of the Articles of Incorporation, this Certificate or Bylaws of the Corporation in a manner that adversely affects the powers, preferences or rights of the Series C Preferred Stock.

Notices . All notices or communications given hereunder shall be in writing and, if to the Corporation, shall be delivered to it at its principal executive offices and, if to any holder of Series C Preferred Stock, shall be delivered to such holder at such holder's address as it appears on the stock books of the Corporation.

10.

Waiver . Any of the rights, powers, preferences and other terms of the Series C Preferred Stock set forth herein may be waived on behalf of all holders of Series C Preferred Stock by the affirmative written consent of stockholders holding a majority of the shares of the Series C Preferred Stock.

Exhibit 3.9 – Amendment to By-laws of Medytox Solutions, Inc.

securities or any application for qualification or registration of the Corporation as a broker or dealer; and be it

RESOLVED FURTHER , that if any resolutions are required to be adopted in connection with any application or other document to be submitted under the securities or Blue Sky laws or the equivalents thereof of any state or other U.S. jurisdiction in order to permit the offering and issuance of such securities, upon the insertion by the Secretary or any other officer of the Corporation of copies of such resolutions and appendices to this consent, such resolutions shall thereupon be deemed to have been adopted by the Board of Directors, with the same force and effect as if set forth herein at length; and that the execution by any officer of the Corporation of any documents or papers hereinbefore referred to or the doing by such officer of any act in connection with the foregoing matter shall be conclusive evidence of (i) such officer's authority therefor from the Corporation and (ii) the approval and ratification by the Board of Directors of the papers and documents so executed and the actions so taken; and be it

RESOLVED FURTHER , that the execution by any of said officers of the Corporation of any document or documents executed in the accomplishment of any action or actions so authorized, is (or shall become upon delivery) the enforceable and binding act and obligation of the Corporation without the necessity of the signature or attestation of any other officer of the Corporation or the affixing of the corporate seal; and be it

RESOLVED FURTHER , that the following individuals are elected as officers of the Corporation to serve in such capacities until the next annual meeting of the Board of Directors or until their successors have been duly elected and qualified or until their earlier resignation, removal or death:

Sharon L. Hollis

Vice President of Operations

Francisco Roca III

Vice President of Marketing and Sales

Steven Sramowicz

Vice President of Business Development

RESOLVED FURTHER , that the Bylaws of the Corporation be amended to add the following Article IX:

"Article IX. Control Share Acquisitions

The Corporation exercises its right, pursuant to Section 78.378 of the Nevada Revised Statutes, to avoid the provisions pertaining to control share acquisitions contained in Sections 78.378 through 78.3793, inclusive, and such sections do not apply to the Corporation or to an acquisition of a controlling interest by any type of existing or future stockholder."

RESOLVED FURTHER , that the various members of the Board may execute this Unanimous Action in one or more counterparts, all of which counterparts, when taken together shall constitute one document; and be it

RESOLVED FURTHER , that all acts, transactions or agreements undertaken by any of the officers of the Corporation, in the name of and on behalf of the Corporation, in connection with the

-3-

MEMBERSHIP INTEREST PURCHASE AGREEMENT

PB LABORATORIES, LLC

THIS AGREEMENT is made and entered into as of October 31, 2012 (the "Effective Date"), by and between Marylu Villasenor Hall (the "Seller") and Medytox Diagnostics, Inc., a Florida corporation and a wholly-owned subsidiary of Medytox Solutions, Inc., a Nevada corporation (the "Buyer" or "Medytox").

R E C I T A L S:

PB Laboratories, LLC (the "Company") (i) is a Florida limited liability company in good standing with the Florida Department of State; (ii) is duly licensed as a clinical laboratory with the Florida Agency for Health Care Administration ("AHCA"); and (iii) is an enrolled Medicare provider.

The Seller owns forty-nine and one-half percent (49.5%) all of the issued and outstanding membership interests of the Company. None of such interests are certificated.

The Seller desires to sell forty-nine and one-half percent (49.5%) of the outstanding membership interests of the Company (the "Interests"), and the Buyer desires to purchase the same under the terms and conditions set forth herein.

THEREFORE , in consideration of the mutual promises contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

SALE OF INTERESTS . Subject to the provisions of this Agreement, the Seller agrees to sell the Interests to the Buyer. In connection therewith, the Seller agrees to deliver the Interests to Buyer at Closing, free and clear of all liens or encumbrances. The Seller further agrees to execute such additional documents and take such additional actions as the Buyer deems necessary to perfect the Buyer's title to the Interests, both before and after Closing. In turn, the Buyer agrees to tender payment of the Purchase Price in accordance with this Agreement.

PURCHASE PRICE . The total Purchase Price (the "Purchase Price") to be paid for the Interests shall be the sum of Two Hundred Thousand Dollars ($200,000) Dollars. The Purchase Price shall be paid as follows: (i) at Closing, the Buyer will pay Fifty-Thousand Dollars ($50,000); and (ii) at Closing, the Buyer shall deliver a secured promissory note (the "Note") to Seller in the amount of One-Hundred Fifty-Thousand Dollars ($150,000), substantially in the form of Exhibit A hereto.

CLOSING . The Closing shall be effective as of October 31, 2012 (the "Closing Date").

LICENSES; APPROVALS; NOTICES . Seller agrees to fully cooperate in providing Buyer with all information necessary for completion of the applications as described herein below.

(a)

Post-Closing AHCA and CLIA Notices : Within fifteen (15) days from the date of Closing, Buyer hereby agrees, at Buyer's sole cost and expense, to submit a notice to AHCA (the "AHCA Notice") of the occurrence of the transaction contemplated hereby. Buyer shall provide copies of the AHCA Notice to Seller or Seller's counsel simultaneously upon submission of the same.

(b)

Post-Closing Medicare and Medicaid Applications : Within twenty (20) days from the Closing Date, Buyer hereby agrees at Buyer's sole cost and expense, to prepare and submit a CMS Form 855A Change of Information application (the "CMS Application"), which shall delete Seller as an officer of the Company. Buyer shall provide a copy of the CMS Application to Seller or Seller's counsel within three (3) business days of submission of the same.

(c)

COLA Notice : Within twenty (20) days from the Closing Date, Buyer shall submit appropriate notice to COLA in order to update the accreditation information, deleting Seller as an officer of the Company.

REPRESENTATIONS AND WARRANTIES OF THE SELLER . The Seller makes the following representations and warranties to the Buyer:

(a)

Recitals . The recitals in the preamble to this Agreement are true and are hereby incorporated in this Agreement as representations of the Seller.

(b)

Title . The Seller has good and marketable title to the Interests, free from all liens, claims, and encumbrances. The Seller has the right, power, and authority to sell all of the Interests pursuant to this Agreement. At Closing, Buyer will receive unencumbered title to the Interests. The Interests were validly issued and are fully paid and non-assessable.

(c)

Organization . The Company is a limited liability company duly organized and validly existing, and its status is active under the laws of the state of Florida.

(d)

Interests . The Interests comprise forty-nine and one-half percent (49.5%) of the outstanding equity interests of any kind of the Company. Seller owns the Interests free and clear of all liens, security interests, charges, pledges and other restrictions or encumbrances of any kind.

(e)

Authorization . Seller has the capacity to execute and deliver this Agreement and to perform her obligations hereunder. This Agreement has been, and each other document, instrument or agreement to be executed and delivered by Seller in connection with the transactions contemplated hereunder will, upon such delivery, be duly executed and delivered by Seller and constitutes, or upon such execution and delivery will be, the valid and legally binding obligation of Seller, enforceable against her in accordance with its terms and conditions.

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

(a)

Authorization of Transaction . The Buyer has the legal right and power to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms.

(b)

Non-contravention . Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, shall (i) violate any applicable law to which the Buyer is subject, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under any material agreement, contract, lease, license or instrument to which the Buyer is a party or by which it is bound. The Buyer is not required to give any notice to, make any filing with, or obtain any authorization, consent or approval of any governmental authority or third party in order for the Buyer to consummate the transactions contemplated by this Agreement.

(c)

Purchase for Investment . The Buyer is acquiring the Interests solely for investment and not as nominee or agent for the benefit of any other person or entity, and the Buyer has no current intention of distributing, reselling or assigning the Interests.

(d)

No Conflict or Violation . To the Buyer's knowledge, the execution, delivery and performance of this Agreement by the Buyer and the consummation of the transactions contemplated hereby and thereby will not:

(i)

violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon the Buyer;

(ii)

violate any statute, law or regulation of any jurisdiction applicable to the Buyer in connection with the transactions contemplated herein; or

(iii)

violate or constitute a default under any mortgage, indenture, deed of trust, lease, contract, obligation, agreement, license or instrument to which the Buyer is a party.

(e)

Sophistication . The Buyer is sophisticated and experienced in financial, business and investment matters, and, as a result, the Buyer is in a position to evaluate the merits and risks of the acquisition of the Interests and the tax consequences of such acquisition. The Buyer has had the advice and the assistance of professional advisors in connection with evaluating the transactions contemplated by this Agreement.

(f)

Securities Act . The Buyer understands that the Interests being sold hereby have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or applicable state securities laws, and are being sold in reliance on exemptions for private offerings contained in the Securities Act and in reliance on exemptions from the registration requirements of certain state securities laws. Because the Interests have not been registered under the Securities Act or applicable state securities laws, the Interests may not be re-offered or resold except through a valid and effective registration statement or pursuant to a valid exemption from the registration requirements under the Securities Act and applicable state securities laws.

(g)

Authorization . The Buyer has the capacity to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been, and each other document, instrument or agreement to be executed and delivered by the Buyer in connection with the transactions contemplated hereunder will, upon such delivery, be duly executed and delivered by the Buyer and constitutes, or upon such execution and delivery will be, the valid and legally binding obligation of the Buyer, enforceable against it in accordance with its terms and conditions.

COVENANTS OF SELLER . As a material inducement to Buyer to enter into this Agreement, the Seller agrees as follows:

(i)

Non-Competition . During the period from the Closing Date to the third anniversary thereof (the "Non-Competition Period"), the Seller will not engage or participate, directly or indirectly, as principal, agent, executive, director, proprietor, joint venturer, trustee, employee, employer, consultant, stockholder, partner or in any other capacity whatsoever, in the conduct or management of, or fund, invest in, lend to, own any stock or any other equity or debt investment in, or provide any services of any nature whatsoever to or in respect of (i) any business that is competitive with or in the same line of business as the Company or (ii) any person or entity that is (or was) a customer or client of the Company at any time during the Non-Competition Period or during the two (2) years prior to the date of this Agreement for any business that is competitive with the Company, provided that nothing herein shall prevent the Seller from making, or continuing any existing or future, passive investments in any publicly-traded company.

(ii)

Non-Solicitation . During the Non-Competition Period, the Seller will not, for her own benefit or for the benefit of any person or entity other than Buyer or the Company, (i) solicit, or assist any person or entity to solicit, any officer, director, executive or employee of Buyer or any of its affiliates to leave his or her employment, (ii) hire or cause to be hired any person who is then, or who will have been at any point in time during the Non-Competition Period, an officer, a director, an executive or an employee of Buyer or any of its affiliates, or (iii) engage any person who is then, or who will have been at any point in time during the Non-Competition Period, an officer, director, executive or employee of Buyer or any of its affiliates as a partner, contractor, sub-contractor or consultant.

(iii)

Customers . During the Non-Competition Period, the Seller will not (i) solicit, or assist any person or entity other than Buyer and Company to solicit, any person or entity that is an existing or potential client, customer or payor of Buyer or any of its affiliates, or has been a client, customer or payor of any of Seller, Buyer or the Company or any of Buyer’s affiliates during the prior twenty-four (24) months, to provide any services competitive to the Company or the Buyer or any of its affiliates or (ii) interfere with any of the business relationships of Buyer or any of its affiliates.

(iv)

Markets . The Seller acknowledges that (i) the markets served by the Buyer and the Company and the Buyer's affiliates are intended to be national in scope and not dependent on the geographic location of the executive personnel or the businesses by which they are employed; and (ii) the above covenants are manifestly reasonable on their face, and the parties expressly agree that such restrictions have been designed to be reasonable and no greater

than is required for the protection of Buyer and its affiliates and are a significant element of the consideration hereunder.

(v)

Invalidity . If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 7 is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified to cover the maximum duration, scope or area permitted by law. In addition, in the event of an alleged breach or violation by the Seller of this Section 7, the Non-Competition Period described above shall be tolled with respect to the Seller until such breach or violation has been duly cured.

CONDITIONS TO CLOSE . Closing shall be subject to all of the following conditions ("Conditions to Close") being satisfied:

(a)

Buyer's Conditions to Close . The obligations of Buyer under this Agreement are subject to the satisfaction, on or prior to Closing, of the following Conditions to Close:

(i)

Seller's representations and warranties contained within paragraph 5 of this Agreement being reaffirmed and true as of the date of Closing;

(b)

Seller's Conditions to Close . The obligations of Seller under this Agreement are subject to the satisfaction on or prior to Closing, of the following Conditions to Close:

(i)

The payment of the Purchase Price by Buyer to Seller pursuant to paragraph 2 of this Agreement.

NOTICES . All notices to be given under this Agreement shall be in writing and sent by registered or certified mail, return receipt requested.

Notices shall be sent to:


If to the Seller:	Marylu Villasenor Hall 7451 S. Military Trail Lake Worth, Florida 33463
If to the Buyer:	Medytox Diagnostics, Inc. Suite 800 400 S. Australian Avenue West Palm Beach, Florida 33401 5
With a copy to:	J. Thomas Cookson, Esq. Akerman Senterfitt SunTrust International Center – 25th Floor One S.E. Third Avenue Miami, Florida 33131-1714

INDEMNIFICATION . Seller hereby agrees to indemnify and hold Buyer harmless from any and all liability, loss, or damages, including all costs of defense, litigation, and attorney's fees, resulting from any claims, demands, costs and judgments arising from a breach of any of the representations and warranties contained in Section 5 of this Agreement. Buyer hereby agrees to indemnify and hold the Corporation and Seller harmless from any and all liability, loss or damages, including all costs of defense, litigation, and attorney's fees resulting from any claims, demands, costs and judgments arising from any acts or omissions of Buyer occurring or accruing after the date of Closing or any breach of Buyer's representations and warranties under this Agreement.

REPRESENTATIONS AND TRANSACTION FEES . The parties hereto shall each bear their own legal fees and costs associated with the transactions contemplated hereby. The parties hereto acknowledge and agree that they have had full opportunity to seek the advice of legal counsel, accountants and any other experts of their choosing and agree that this Agreement shall be construed and interpreted in absolute parity, and shall not be construed or interpreted against any party by reason of such party's preparation of the initial or subsequent draft of this Agreement.

10.

CONFIDENTIALITY . This Agreement and the terms thereof shall remain confidential and shall not be disclosed to anyone, except counsel or as otherwise required by law or court order, for any purpose whatsoever without the express written consent of the parties hereto.

11.

SURVIVAL . The provisions of this Agreement shall survive the Closing of the transaction contemplated hereby.

12.

ATTORNEY'S FEES . In the event of any legal action to enforce the terms and conditions of this Agreement or related to a breach hereof, the prevailing party shall be entitled to recover all costs of such actions, including attorney's fees and paralegal fees and all other legal expenses and costs at all pre-suit, trial and appellate levels.

13.

SPECIFIC PERFORMANCE . The Seller and the Buyer acknowledge and agree that the other parties would be damaged irreparably in the event any of the provisions of this Agreement is not performed in accordance with its specific terms or is otherwise breached. Accordingly, the Seller and Buyer agree that the other parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court in the United States or in any state having jurisdiction over the parties and the matter in addition to any other remedy to which they may be entitled pursuant hereto.

14.

ENTIRE AGREEMENT . The parties acknowledge and represent that this Agreement contains the entire understanding between the parties and that there are no other agreements between them as to the matters described herein.

15.

ADDITIONAL DOCUMENTS . Seller and Buyer agree to cooperate fully, and execute any and all supplementary documents, and take all additional actions which may be necessary or appropriate to give full force and effect to the basic terms and intent of this Agreement.

16.

GOVERNING LAW . The parties agree that this Agreement shall be deemed made and entered into in the state of Florida and shall be governed and construed in accordance with the laws of the state of Florida. Venue for any dispute under this Agreement shall lie in Palm Beach County, Florida.

17.

SEVERABILITY . Each term and provision of this Agreement constitutes a separate and distinct undertaking, covenant, term and/or provision hereof. In the event that any term or provision of this Agreement shall be determined to be unenforceable, invalid or illegal in any respect, such unenforceability, invalidity or illegality shall not affect any other term or provision of this Agreement, but this Agreement shall be construed as if such unenforceable, invalid or illegal term or provision had never been contained herein. Moreover, if any term or provision of this Agreement shall for any reason be held to be excessively broad as to time, duration, activity or subject, it shall be construed, by limiting and reducing it, so as to be enforceable to the extent permitted under the applicable law as it shall then exist.

18.

COUNTERPARTS . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Execution may be made by facsimile or PDF image of signature as if an original.

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above written.

Seller :

/s/ Marylu Villasenor Hall

Marylu Villasenor Hall

Buyer :

MEDYTOX DIAGNOSTICS, INC.

By: /s/ Seamus Lagan ________________

Name:

Seamus Lagan

Title:

CEO and President

EXHIBIT "A"

(Secured Promissory Note)

SECURED PROMISSORY NOTE

$150,000

October 31, 2012

FOR VALUE RECEIVED, the undersigned, MEDYTOX DIAGNOSTICS, INC ., a Florida corporation (the “ Borrower ”), hereby promises to pay to the order of MARYLU VILLASENOR HALL (the “ Holder ”), the principal amount of One-Hundred Fifty-Thousand Dollars ($150,000) as provided hereunder.

Section 1.

Interest .

Generally . The Borrower promises to pay interest (“ Interest ”) on the outstanding principal amount of this Note at the rate of 0% per annum (the “ Interest Rate ”). Interest on this Note shall accrue from the date hereof through and until repayment of the principal amount of this Note and payment of all Interest in full and shall be computed on the basis of a 360-day year of twelve 30-day months.

Default Rate of Interest . Notwithstanding the foregoing provisions of this Section 1, but subject to applicable law, any overdue principal of this Note shall bear interest, payable on demand in immediately available funds, for each day from the date payment thereof was due to the date of actual payment, at a rate equal to the sum of the Interest Rate and an additional 2.00% per annum.

No Usurious Interest . In the event that any interest rate(s) provided for in this Section 1 shall be determined to be unlawful, such interest rate(s) shall be computed at the highest rate permitted by applicable law. Any payment by the Borrower of any interest amount in excess of that permitted by law shall be considered a mistake, with the excess being applied to the principal amount of this Note without prepayment premium or penalty; if no such principal amount is outstanding, such excess shall be returned to the Borrower.

Section 2.

Repayment of Principal Amount . The principal amount of this Note shall be paid as follows:

(a)

$50,000 shall be due and payable on January 31, 2013; and

(b)

$50,000 shall be due and payable on April 30, 2013; and

(c)

$50,000 shall be due and payable on July 31, 2013 (the Maturity Date ").

All accrued Interest shall be due and payable on the Maturity Date.

Section 3.

Prepayment . This Note may be prepaid, in whole or in part, at any time and from time to time, without premium or penalty.

Section 4.

Payments . The payment or prepayment of any amount under this Note shall be payable in lawful money of the United States of America. Any payment under this Note shall be applied first to accrued interest and second to any principal amount outstanding under this Note.

Section 5.

Security . As collateral security for the payment of this Note, the Borrower hereby pledges, hypothecates, delivers and grants to the Holder a first lien and security interest in the Interests purchased by the Borrower pursuant to the Membership Interest Purchase Agreement, dated as of October 31, 2012, between the Borrower and the Holder. Upon an Event of Default (as hereinafter defined) the Holder may exercise all rights and remedies as may be available under law (including, without limitation, the Uniform Commercial Code).

Section 6.

Events of Default . The occurrence (whether such occurrence shall be voluntary or involuntary or come about or be effected by operation of law or otherwise) and continuation for any reason whatsoever of any of the following events shall constitute an “ Event of Default ”:

(a)

the Borrower fails to make payment of any principal on this Note when the same shall become due and payable within 30 days after Holder's written notice to Borrower giving notice of such non-payment;

(b)

the Borrower fails to make payment of any Interest on this Note provided for hereunder when the same shall become due and payable within 30 days after Holder's written notice to Borrower giving notice of such non-payment; or

(c)

the Borrower shall (i) discontinue its business in its entirety, (ii) undergo an event of dissolution, (iii) fail to keep in full force and effect its existence as a corporation, (iv) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of it or any of its property, (v) admit in writing its inability to pay its debts as they mature, (vi) make a general assignment for the benefit of creditors, (vii) be adjudicated a bankrupt or insolvent or be the subject of an order for relief under Title 11 of the United States Code or (viii) file a voluntary petition in bankruptcy, or an answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or an answer admitting the material allegations of a petition filed against it in any proceeding under any such law or corporate action shall be taken for the purpose of effecting any of the foregoing.

Section 7.

Rights upon Event of Default . If an Event of Default described in Section 6 has occurred, the Holder, at its option, may declare the aggregate principal amount of this Note, together with all accrued and unpaid interest thereon, immediately due and payable (except in the case of an Event of Default under paragraph (c) of Section 6, in which event the aggregate principal amount of this Note, together with all accrued and unpaid interest thereon, shall automatically become due and payable).

Section 8.

Transferability . Holder shall not be entitled to assign, transfer, hypothecate, pledge or otherwise convey all or any part of this Note.

Section 9.

Miscellaneous .

Unconditional Obligation; Waivers . The obligations of the Borrower to make the payments provided for in this Note are absolute and unconditional and not subject to any defense, set-off, counterclaim, rescission, recoupment or adjustment whatsoever. Except as provided herein, the Borrower hereby waives presentment and demand for payment, notice of non-payment, notice of dishonor, protest, notice of protest, bringing of suit and diligence in taking any action to collect any amount called for under this Note. No waiver of any provision of this Note made by agreement of the Holder and any other person shall constitute a waiver of any other terms hereof, or otherwise release or discharge the liability of the Borrower under this Note. No failure to exercise and no delay in exercising, on the part of the Holder, any right, power or privilege under this Note shall operate as a waiver thereof nor shall partial exercise of any right, power or privilege. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies provided by law.

Notices and Addresses . Any notice, demand, request, waiver, or other communication under this Note shall be in writing and shall be deemed to have been duly given on the date of service, if personally served or sent by facsimile; on the business day after notice is delivered to a courier or mailed by express mail, if sent by courier delivery service or express mail for next day delivery; and on the third day after mailing, if mailed to the party to whom notice is to be given, by first class mail, registered, return receipt requested, postage prepaid and addressed as follows:

To Borrower:

Medytox Diagnostics, Inc.

400 S. Australian Avenue, Suite 800

West Palm Beach, Florida 33401

With a copy to:

J. Everett Wilson

Akerman Senterfitt

SunTrust International Center

One S.E. Third Avenue, 25 ^th Floor

Miami, Florida 33131

To Holder:

Marylu Villasenor-Hall

7451 S. Military Trail

Lake Worth, Florida 33463

Severability; Binding Effect . Any provision of this Note which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Note or affecting the validity or unenforceability of any of the terms and provisions of this Note in any other jurisdiction. This Note shall be binding upon and inure to the benefit of the parties hereto. Neither this Note nor any rights or obligations hereunder may be assigned by the Borrower or the Holder.

Governing Law . This Note and any dispute, disagreement, or issue of construction or interpretation arising hereunder whether relating to its execution, its validity, the obligations provided therein or performance shall be governed and interpreted according to the internal laws of the state of Florida, without giving effect to the principles of conflicts of laws thereof. EACH PARTY HEREBY IRREVOCABLY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN PALM BEACH COUNTY, FLORIDA IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE, AS WELL AS TO THE JURISDICTION OF ALL COURTS TO WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTS.

Amendment . This Note can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Note signed by the Borrower and the Holder

Section Headings . Section headings herein have been inserted for reference only and shall not be deemed to limit or otherwise affect, in any matter, or be deemed to interpret in whole or in part any of the terms or provisions of this Note.

IN WITNESS WHEREOF , this Note has been executed and delivered as of the date specified above.

\
MEDYTOX DIAGNOSTICS, INC.

/s/ Seamus Lagan

Name: Seamus Lagan

Title: CEO and President