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
¨
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 005-82677
IMMUNOSYN
CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
Delaware
|
20-5322896
|
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(IRS
Employer
Identification
No.)
|
4225
Executive Square, Suite 260, La Jolla, CA 92037
|
92037
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
(888)
853-3663
(Registrant’s
Telephone Number, Including Area Code)
Indicate
by check mark if the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act during the past 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 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 (Section 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
¨
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
x
Non-Accelerated
Filer
¨
Smaller
reporting Company
x
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes
¨
No
x
As of May
18, 2009, the Company had 270,502,719 issued and outstanding shares of Common
Stock.
PART
I
Item 1.
|
Financial
Statements.
|
Immunosyn
Corporation
(A
Development Stage Company)
Balance
Sheets
(unaudited)
|
|
December 31,
2008
|
|
|
March 31,
2009
|
|
ASSETS
|
|
|
|
|
|
|
Current
Assets
|
|
|
|
|
|
|
Cash
|
|
$
|
2,052
|
|
|
$
|
1,350
|
|
Prepaid
expenses
|
|
|
41,455
|
|
|
|
6,350
|
|
Total
Current Assets
|
|
|
43,507
|
|
|
|
7,700
|
|
Property
and equipment
|
|
|
6,433
|
|
|
|
6,433
|
|
Accumulated
depreciation
|
|
|
(2,466
|
)
|
|
|
(2,787
|
)
|
License
rights
|
|
|
400,000
|
|
|
|
400,000
|
|
Deposits
|
|
|
2,825
|
|
|
|
7,597
|
|
Total
Assets
|
|
$
|
450,299
|
|
|
$
|
418,943
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND SHAREHOLDERS’ EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Liabilities
|
|
|
|
|
|
|
|
|
Note payable
|
|
$
|
35,105
|
|
|
$
|
35,105
|
|
Accounts
payable
|
|
|
320,352
|
|
|
|
384,701
|
|
Accrued
expenses
|
|
|
-
|
|
|
|
2,300
|
|
Accrued
compensation
|
|
|
14,268
|
|
|
|
23,268
|
|
Advances
from affiliates
|
|
|
893,663
|
|
|
|
963,926
|
|
Total
Current Liabilities
|
|
|
1,263,388
|
|
|
|
1,409,300
|
|
Shareholders’
Equity (Deficit)
|
|
|
|
|
|
|
|
|
Common
stock, $0.0001 par value, 425,000,000 shares authorized,
272,200,976 and 272,236,841 shares issued and 272,200,976 and
270,547,841 shares outstanding at December 31, 2008 and March 31, 2009,
respectively
|
|
|
27,220
|
|
|
|
27,224
|
|
Additional
paid-in capital
|
|
|
1,094,630
|
|
|
|
1,118,421
|
|
Deficit
accumulated during the development stage
|
|
|
(1,934,939
|
)
|
|
|
(2,135,833
|
)
|
Less:
treasury stock, at cost (1,689,000 shares at $.0001)
|
|
|
-
|
|
|
|
(169
|
)
|
|
|
|
|
|
|
|
|
|
Total
Shareholders’ Deficit
|
|
|
(813,089
|
)
|
|
|
(990,357
|
)
|
|
|
|
|
|
|
|
|
|
Total
Liabilities and Shareholders’ Deficit
|
|
$
|
450,299
|
|
|
$
|
418,943
|
|
See
accompanying notes to unaudited financial statements.
Immunosyn
Corporation
(A
Development Stage Company)
Statements
of Expenses
(unaudited)
|
|
Three Months
Ended
March 31, 2009
|
|
|
Three Months
Ended
March 31, 2008
|
|
|
August 3, 2006
(inception)
Through
March 31, 2009
|
|
EXPENSES
|
|
|
|
|
|
|
|
|
|
General
& administrative
|
|
$
|
183,619
|
|
|
$
|
175,632
|
|
|
$
|
2,031,172
|
|
Interest
expense
|
|
|
17,275
|
|
|
|
13,393
|
|
|
|
104,661
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
LOSS
|
|
$
|
(200,894
|
)
|
|
$
|
(189,025
|
)
|
|
$
|
(2,135,833
|
)
|
Net
loss per share, basic and diluted
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
|
|
Weighted
average number of common shares outstanding
|
|
|
271,940,184
|
|
|
|
272,000,000
|
|
|
|
|
|
See
accompanying notes to unaudited financial statements.
Immunosyn
Corporation
(A
Development Stage Company)
Statements
of Cash Flows
(unaudited)
|
|
Three Months
Ended
March 31,
2009
|
|
|
Three
Months
Ended
March 31,
2008
|
|
|
August 3, 2006
(inception)
through
March 31, 2009
|
|
Cash
flows from operating activities:
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(200,894
|
)
|
|
$
|
(189,025
|
)
|
|
$
|
(2,135,833
|
)
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
322
|
|
|
|
322
|
|
|
|
2,787
|
|
Imputed
interest on advances from affiliates
|
|
|
17,275
|
|
|
|
13,393
|
|
|
|
104,663
|
|
Services
rendered for stock
|
|
|
6,349
|
|
|
|
4,500
|
|
|
|
628,313
|
|
Changes
in:
|
|
|
|
|
|
|
|
|
|
|
-
|
|
Prepaid
expenses and other assets
|
|
|
30,333
|
|
|
|
14,044
|
|
|
|
(13,947
|
)
|
Accounts
payable
|
|
|
64,350
|
|
|
|
(32,249
|
)
|
|
|
411,114
|
|
Accrued
expenses
|
|
|
11,300
|
|
|
|
(12,151
|
)
|
|
|
25,568
|
|
Net
cash used in operating activities
|
|
|
(70,965
|
)
|
|
|
(201,166
|
)
|
|
|
(977,335
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase
of property and equipment
|
|
|
-
|
|
|
|
-
|
|
|
|
(6,433
|
)
|
Net
cash used in investing activities
|
|
|
-
|
|
|
|
-
|
|
|
|
(6,433
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
advances from affiliates
|
|
|
70,263
|
|
|
|
179,798
|
|
|
|
972,618
|
|
Sale
of common stock
|
|
|
-
|
|
|
|
-
|
|
|
|
12,500
|
|
Net
cash provided by financing activities
|
|
|
70,263
|
|
|
|
179,798
|
|
|
|
985,118
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
change in cash
|
|
|
(
702
|
)
|
|
|
(21,368
|
)
|
|
|
1,350
|
|
Cash
at beginning of period
|
|
|
2,052
|
|
|
|
24,115
|
|
|
|
-
|
|
Cash
at end of period
|
|
$
|
1,350
|
|
|
$
|
2,747
|
|
|
$
|
1,350
|
|
Supplemental
Disclosures
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
paid for interest
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Cash
paid for income taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Non-Cash
Investing and Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Treasury
stock acquired with a purchase price of zero
|
|
$
|
169
|
|
|
$
|
-
|
|
|
$
|
169
|
|
See
accompanying notes to unaudited financial statements.
Immunosyn
Corporation
(A
Development Stage Company)
Notes
To Unaudited Interim Financial Statements
Note
1 - BASIS OF PRESENTATION
The
accompanying unaudited interim financial statements of Immunosyn Corporation
have been prepared in accordance with accounting principles generally accepted
in the United States of America and the rules of the Securities and Exchange
Commission, and should be read in conjunction with Immunosyn’s audited 2008 year
end financial statements and notes thereto contained in Immunosyn’s Annual
Report on Form 10-K for the year ended December 31, 2008 filed with the
Securities and Exchange Commission. In the opinion of management, all
adjustments, consisting of normal recurring adjustments, necessary for a fair
presentation of financial position and the results of operations for the interim
period have been reflected herein. The results of operations for
interim periods are, however, not necessarily indicative of the results to be
expected for the full year. Notes to the financial statements which
substantially duplicate the disclosure contained in the audited financial
statements for fiscal 2008 as reported in the Company’s Annual Report on Form
10-K for the year ended December 31, 2008 have been omitted.
Treasury
Stock – Treasury stock is accounted for using the cost method.
Note
2 - GOING CONCERN
During
the three months ended March 31, 2009 and since inception, Immunosyn has been
unable to generate cash flows sufficient to support its operations and has been
dependent on advances from its affiliates. Advances from affiliates
have not been sufficient to cover the Company’s expenses including the salary of
its Chief Executive Officer which the Company has been unable to pay since
August 2008. In addition to negative cash flow from operations,
Immunosyn has experienced recurring net losses, and has a negative working
capital.
These
factors raise substantial doubt about Immunosyn’s ability to continue as a going
concern. The financial statements do not include any adjustments that
might be necessary if Immunosyn is unable to continue as a going
concern.
Note
3 - ADVANCES FROM AFFILIATES
Since
inception, Immunosyn has borrowed $955,367 from Argyll Equities, LLC and Argyll
Biotechnologies, LLC who together own approximately 60% of Immunosyn’s common
stock. These advances are unsecured and are to be repaid on
demand. Interest expense in the amount of $17,275 was imputed using
an interest rate of 7.5% for the three months ended March 31, 2009 and is
included in additional paid-in capital. Advances from Stephen D.
Ferrone, CEO and President of Immunosyn, in the amount of $8,559 are due and
payable on demand. These advances are unsecured and carry no interest
rate.
Note
4 – COMMON STOCK
Immunosyn
issued 19,372 shares of restricted common stock on March 19, 2009 to The Blaine
Group (TBG) pursuant to a contract entered into on October 12, 2007 for TBG
to provide financial relations and investor relations services to
Immunosyn. During the first quarter of 2009, TBG earned another
25,865 restricted shares. The total value of such shares is
$4,500.
During
the first quarter of 2009, Bear Creek Advisors earned 10,000 shares pursuant to
a contract entered into on September 29, 2008 to provide consulting services to
the Company. The value of these shares is $1,850 and they have not
been issued.
Note
5 – TREASURY STOCK
1,689,000 shares of common stock of the
Company were acquired and put into treasury stock on March 16, 2009 as part of a
settlement agreement with a shareholder. The purchase price was
zero.
Note
6 – COMMITMENTS AND CONTINGENT LIABILITIES
On
October 12, 2007, Immunosyn agreed to a 12 month contract with The Blaine Group,
Inc. (TBG) for TBG to undertake a national financial public relations and
investors relations campaign for Immunosyn. As part of this contract,
TBG agreed to handle all public relations matters, as agreed upon, for
Immunosyn. This contract continues until terminated by either party
with thirty days written notice. Immunosyn agreed to pay TBG $10,000
as a monthly retainer fee. $8,500 of this retainer is payable in cash
and $1,500 in restricted stock to be valued at current market value on the date
of issue.
Item 2.
|
Management’s Discussion and
Analysis of Financial Condition and Results of
Operations.
|
Overview
Immunosyn
is a development stage company that was formed in August 2006 and is
headquartered in La Jolla, California. In September 2006, it executed
an exclusive license agreement with an affiliated company, Argyll
Biotechnologies, LLC (“Argyll Biotech”), in exchange for 147,000,000 shares of
its Common Stock or approximately 54% of the outstanding shares of the Company’s
Common Stock. The license agreement was amended and restated in
October 2007. Pursuant to the terms of the license agreement, as
amended, the Company has an exclusive worldwide license to market, distribute
and sell a biopharmaceutical drug product, currently referred to as SF-1019, for
multiple uses including the treatment of a variety of diseases, subject to the
receipt of appropriate regulatory approval in each jurisdiction where SF-1019
will be marketed. Under the terms of its exclusive license, Immunosyn
also has a right of first offer to extend its exclusive license to include
variants of SF-1019 that may be approved by various regulatory authorities for
treatment of other diseases and pathologies. Argyll Biotech is
responsible for all research and product development, clinical testing,
regulatory approvals, production and product support. In accordance
with the amended license agreement, the parties agreed that the cost of SF-1019
to the Company will be 40% of the gross sales price of SF-1019 as sold to a
third party customer by the Company.
As a
sales, marketing, and distribution channel for SF-1019, Immunosyn’s primary
business strategy is to build a sales and marketing force and related resources
so that if SF-1019 is approved for human use it can be sold; and secondly, to
increase awareness and acceptance of SF-1019 in the medical
community.
As of the
date of this report, we have no revenue and limited operations. Those
operations have been principally funded by loans from affiliates. Our
ability to obtain additional funding will determine our ability to continue as a
going concern. From time to time, we have retained investment bankers
and other financial advisors to assist us with fundraising efforts; however,
those efforts have not been successful to date. We have one principal
asset, our exclusive license from Argyll Biotech, and one full-time and one
part-time employee. We do not expect to commence full scale
operations or generate revenue unless and until Argyll Biotech completes
development and obtains regulatory approval for SF-1019. Since
incorporation, we have not made any significant purchases or sale of assets
(other than our exclusive license from Argyll Biotech), nor have we been
involved in any mergers, acquisitions or consolidations.
Results
of Operations
To date,
the Company has had no revenue and limited operations. During the
three months ended March 31, 2009 and since inception, Immunosyn has been unable
to generate cash flows sufficient to support its operations and has been
dependent on advances from its affiliates. In addition to negative
cash flow from operations, Immunosyn has experienced recurring net losses, and
has a negative working capital. At March 31, 2009, the Company had a
net loss of $200,894, an accumulated deficit of $2,135,833 and a working capital
deficit of $1,401,600.
Currently,
an affiliated company provides general support services to the Company, without
charge. In addition, since inception, Immunosyn has borrowed $955,367
from Argyll Equities, LLC and Argyll Biotech who together own approximately 60%
of Immunosyn’s Common Stock, including $70,263 which was borrowed during the
quarter ended March 31, 2009. Interest expense in the amount of
$17,275 was imputed on the aggregate advances using an interest rate of 7.5% for
the three months ended March 31, 2009 and is included in additional paid-in
capital. These advances are unsecured and will be repaid on
demand. In October 2007, the Company hired a Chief Executive
Officer. The Company has advances from the CEO in the amount of
$8,559 as well which are due and payable on demand. These advances
are unsecured and carry no interest rate. The Company’s funds have
not been sufficient to cover its expenses resulting in a net loss, an
accumulated deficit and a working capital deficit.
Liquidity
and Capital Resources
The
Company needs additional financing to continue its current limited operations
and may raise funds in the future privately or publicly if it is able to do so
or will continue to look to advances from affiliates who are under no obligation
to provide funds to the Company.
In
addition, the Company intends to raise working capital through one or more
financings to meet the following requirements before it commences full scale
operations if and when Argyll Biotech completes development and obtains
regulatory approval for SF-1019:
|
·
|
Paying current administrative
staff;
|
|
·
|
hiring staff, a full-time
controller and five sales and marketing
personnel;
|
|
·
|
purchasing capital equipment,
including securing its principal offices, both executive and sales, and
distribution facilities;
|
|
·
|
monitoring the progress of the
research and development effort conducted by Argyll
Biotech;
|
|
·
|
developing a marketing plan for
the sale and distribution of
SF-1019;
|
|
·
|
hiring industry consultants to
assist in developing a channel strategy for sales and marketing of
SF-1019, including direct sales, third party distributors, and strategic
partnerships;
|
|
·
|
developing market awareness in
the patient and medical community and educating those effected with
various diseases including CIDP, diabetic neuropathy and diabetic ulcers
and other diseases; and
|
|
·
|
selecting and compensating board
members.
|
The
Company requires substantial future sources of capital in order to meet such
anticipated expenditures and to continue its operations during the period Argyll
Biotech seeks regulatory approval from US and foreign regulatory
authorities. The Company currently anticipates this process to be
between three and five years and the amount of funds required to be between $14
million and $24 million.
The
Company believes that significant funding will be required to provide adequate
sources of working capital during that period. There can be no
assurance that the Company will be able to raise any or all the capital required
for its operations. Failure to obtain future financing will require
the Company to delay or substantially curtail its operations or close its
business, resulting in a material adverse effect on the Company.
CAUTIONARY STATEMENTS REGARDING
FORWARD-LOOKING INFORMATION
This
report includes “forward-looking statements” within the meaning of Section 27A
of the Securities Act, and Section 21E of the Exchange Act. All
statements other than statements of historical facts included in this
report, regarding the Company’s financial position, business
strategy, plans and objectives, are forward-looking
statements. Although the Company believes that the expectations
reflected in the forward-looking statements and the assumptions upon which such
forward-looking statements are based are reasonable, it can give no assurance
that such expectations and assumptions will prove to have been
correct.
In
addition, from time to time in the future, the Company may publish
“forward-looking statements” within the meaning of Section 27A of the Securities
Act, and Section 21E of the Exchange Act or make oral statements that constitute
forward-looking statements. These forward-looking statements may relate to such
matters as anticipated financial performance, future revenues or earnings,
business prospects, projected ventures, new products, anticipated market
performance, and similar matters.
The
Private Securities Litigation Reform Act of 1995 provides a safe harbor for
forward-looking statements. In order to comply with the terms of the safe
harbor, the Company cautions readers that a variety of factors could cause the
Company’s actual results to differ materially from the anticipated results or
other expectations expressed in the Company’s forward-looking statements. These
risks and uncertainties, many of which are beyond the Company’s control,
include, but are not limited to: (i) the Company’s ability to raise financing to
fund its development and allow it to continue as a going concern; (ii) the
effects of the economy on the Company’s ability to find and maintain financing
options and liquidity; (iii) general economic conditions, both domestic and
international; (iv) Argyll Biotech’s ability to obtain FDA and other regulatory
approvals for SF-1019 and other products it may acquire or develop and license
to the Company; (v) competition from existing pharmaceutical, chemical and
biotech companies and other participants in the drug and related markets; (vi)
legal developments affecting the litigation experience of the Company including
the results of any subpoenas issued to the Company or its affiliates by the SEC;
(vii) the effectiveness of the Company’s efforts to hire qualified personnel;
(viii) changes in regulatory requirements which could affect the cost and method
of doing business; (ix) the Company’s ability to achieve its business plan; (x)
corporate governance issues; (xi) credit, operations, legal and regulatory
risks; (xii) risks related to foreign operations; and (xiii) risks related to
disclosure controls and/or internal controls or the lack thereof. There can be
no assurance that the Company has correctly or completely identified and
assessed all of the factors affecting the Company’s business. The Company does
not undertake any obligation to publicly update or revise any forward-looking
statements. See also Item 1A – Risk Factors in the Company’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2008.
Item 3.
|
Quantitative and Qualitative
Disclosures About Market
Risk.
|
We do not presently enter into any
transactions involving derivative financial instruments for risk management or
other purposes.
Our
available cash balances are held in our corporate bank account which is
non-interest bearing but is insured by the FDIC. We do not currently have any
cash flows that arise outside of the United States and today we are not subject
to market risk associated with changes in foreign exchange
rates.
Item 4.
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Controls and
Procedures.
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Controls and
Procedures
The
Company maintains disclosure controls and procedures (as defined in Rule
13a-15(e) under the Securities Exchange Act of 1934, as amended) that are
designed to ensure that information required to be disclosed by the Company in
reports it files or submits under the Securities Exchange Act of 1934, as
amended, is recorded, processed, summarized and reported within the time periods
specified in the SEC’s rules and forms and that such information is accumulated
and communicated to the Company’s management, including the Company’s Chief
Executive Officer and Chief Financial and Accounting Officer, as appropriate, to
allow timely decisions regarding required disclosures. In designing
and evaluating the disclosure controls and procedures, management recognizes
that any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives,
and management necessarily is required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and
procedures.
As of the
end of the period covered by this report, and under the supervision and with the
participation of management, including its Chief Executive Officer and Chief
Financial and Accounting Officer, who are responsible for establishing and
maintaining adequate internal control over financial reporting as such term is
defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, such persons
conducted an evaluation of the effectiveness of the design and operation of
these disclosure controls and procedures. Based on this evaluation and subject
to the foregoing, the Company’s Chief Executive Officer and Chief Financial and
Accounting Officer concluded that these controls are not effective because there
are material weaknesses in our internal control over financial
reporting.
Immunosyn
recognizes the importance of internal controls. As Immunosyn is
currently a development stage company with limited ongoing financial operations,
management is making an effort to mitigate this material weakness to the fullest
extent possible. At present this is done by having the Chief
Executive Officer review Immunosyn’s financial statements, account
reconciliations and accounts payable reports that have been prepared by Chief
Financial Officer for reasonableness. All unexpected results are
investigated. At any time, if it appears that any control can be
implemented to continue to mitigate such weakness, it will be immediately
implemented. As Immunosyn grows in size and as its finances allow,
management will hire sufficient accounting staff and implement appropriate
procedures for monitoring and review of work performed by our Chief Financial
Officer.
Changes in Internal
Controls
In our
efforts to continuously improve our internal controls, management intends to
take steps, when funding permits, to enhance controls and procedures as part of
our remediation efforts in addressing the material weaknesses described above
and in our Annual Report on Form 10-K for the year ended December 31, 2008. One
of the steps management intends to take is to increase documentation around
certain authorization and review controls.
PART
II
OTHER
INFORMATION
Item 1.
|
Legal
Proceedings.
|
Pursuant
to a subpoena dated January 20, 2006 issued by the Securities and Exchange
Commission to an affiliate of Argyll Biotech in proceedings captioned In the
Matter of Directors Financial Group, Ltd. and In The Matter of Prime Bank
Securities, and pursuant to subpoenas issued by the SEC to affiliates of Argyll
Biotech on March 30, 2006 and to Immunosyn on December 15, 2006 in a proceeding
captioned In The Matter of The Argyll Group, LLC, Immunosyn and its affiliates
have been asked to produce all documents concerning a wide variety of topics
including many related directly to Immunosyn. Immunosyn and Argyll Biotech’s
affiliates actively cooperated with the SEC and produced documents responsive to
these subpoenas, completing their responses in early August 2007. The
Directors Financial Group matter was resolved in June 2006 through a settlement
between the SEC and the parties to the proceeding, and, accordingly, Immunosyn
will not be required to respond further to that subpoena. Immunosyn
had had no further communication with the SEC regarding the remaining subpoenas
since January 2007 until March 2009. On or about March 17, 2009,
representatives of both Immunosyn and Argyll Biotech became aware that they had
received additional subpoenas from the SEC on or about March 6, 2009. The
Company has not yet commenced its response to the March 2009 subpoena, but
intends to comply with the SEC’s requests.
On March 16, 2007, Frank Bramante and
Salvatore Bramante commenced an action in the United Stated District Court for
the Southern District of California against various defendants including
Immunosyn seeking amongst other relief an injunction to prevent the transfer
and/or sale of the patents and/or proprietary information relating to SF-1019 to
third parties. The case was stayed by Order dated January 17,
2008 pending resolution of a largely duplicative action filed in the
United Stated District Court for the Western District of Texas, San Antonio
Division, by the same plaintiffs against the same defendants excluding Immunosyn
on July 28, 2006. The Texas action was dismissed with prejudice in
September 2008 and a stipulation dismissing the California action is
expected to be filed with the Court in order to dismiss the case with prejudice
in the next 30 days.
On
December 19, 2007, a shareholder of Immunosyn, Leon S. Segen, commenced an
action in the Southern District of New York derivatively on behalf of Immunosyn
to recover alleged short-swing profits from several alleged statutory insiders
of Immunosyn, including Immunosyn officer and director Douglas A. McClain Jr.
The discovery phase of this action is concluded, with the trial scheduled to
commence September 8, 2009. The action includes Immunosyn as a
nominal defendant only and does not allege any claims of liability against
Immunosyn.
On March
19, 2008, a shareholder of the Company, Deborah Donoghue, commenced two actions
— one in the U.S. District Court for the Southern District of California and the
other in the U.S. District Court for the Southern District of New York –
derivatively on behalf of the Company to recover alleged short-swing profits
from several alleged statutory insiders of the Company, including Company
officer and director Douglas A. McClain Jr. The actions include the
Company as a nominal defendant only and do not allege any claims of liability
against the Company. Donoghue withdrew the New York action in April
2008 and the California action was dismissed without prejudice in March 2009
subject to reopening the action nunc pro tunc to the date of dismissal upon ex
parte application or noticed motion by any party to reopen the
action.
On or
about July 27, 2006, Daval filed suit in the High Court of Justice, Chancery
Division in London, England against Argyll Biotech and five of Argyll Biotech’s
research scientists and others, including Douglas McClain, Sr., seeking an
injunction and damages or an account of profits based on allegations of breach
by the scientists and Mr. McClain of confidentiality agreements with Daval,
breaches by such persons of their fiduciary duties and conspiracy by Argyll
Biotech and certain of its shareholders to wrongfully disclose and use Daval’s
alleged trade secrets. These proceedings do not allege infringement
of any Daval patent whether by Argyll Biotech or any of the other
defendants. Argyll Biotech has filed its defenses and continues to
investigate the merits of the suit and the basis of its defenses including,
among other grounds, that one of the active ingredients in SF-1019 disclosed in
Argyll Biotech’s 603 Application is based on independent research by Argyll
Biotech’s research scientists, and the method of producing SF-1019 is materially
different from Daval’s process. The action had been listed for trial in the UK
in January 2009 but, in December 2008, the High Court in London ordered that the
trial be rescheduled for a later date likely to be late 2009 or early 2010.
Immunosyn is not involved in this litigation.
During the three months ended March 31,
2009, there were no material changes to the information contained in Part I,
Item 1A of the Company’s Annual Report on Form 10-K for the year ended December
31, 2008, but see “CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION”
in Part I, Item 2, above.
Item 2.
|
Unregistered Sales of Equity
Securities and Use of
Proceeds.
|
(A) and
(B) During the three months ended March 31, 2009, the Company issued
25,865 shares of restricted common stock having a per share value of
approximately $0.174 on the date of issue to The Blaine Group (TBG) pursuant to
a contract entered into on October 12, 2007 for TBG to provide financial
relations and investor relations services to the Company. Immunosyn
agreed to pay TBG $10,000 as a monthly retainer fee. $8,500 of this
retainer is payable in cash and $1,500 in restricted stock to be valued at the
current market value on the date of issue.
During
the first quarter of 2009, Bear Creek Advisors earned 10,000 shares of
restricted common stock of the Company pursuant to a contract entered into on
September 29, 2008 to provide consulting services to the Company. The
value of these shares is $1,850 (or $.185 per share) and they have not been
issued.
These
shares were issued pursuant to the exemption provided by Section 4(2) of the
Securities Act of 1933 as a transaction by an issuer not involving any public
offering.
(C) A total of 1,689,000
shares of common stock of the Company were acquired and put into treasury stock
on March 16, 2009 as part of a settlement agreement with a
shareholder. The purchase price was zero. The Company has
no repurchase plans or programs.
Item
3.
|
Defaults Upon
Senior Securities.
|
Not applicable.
Item 4.
|
Submission of Matters to a Vote
of Security Holders.
|
None.
Item 5.
|
Other
Information.
|
None.
The
following exhibits are filed with, or incorporated by reference into, this
Report.
Exhibit Number
|
|
Description
|
|
|
|
10.10*
|
|
Second
Amendment to Employment Agreement of Stephen Ferrone between the Company
and Stephen Ferrone.
|
31.1*
|
|
Certification
of Stephen D. Ferrone, Chief Executive Officer, pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
|
31.2*
|
|
Certification
of Douglas A. McClain, Jr., Chief Financial and Accounting Officer,
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
32.1*
|
|
Certification
of Stephen D. Ferrone, Chief Executive Officer, pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
|
32.2*
|
|
Certification
of Douglas A. McClain, Jr., Chief Financial and Accounting Officer,
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Report to report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Dated: May
18, 2009
|
IMMUNOSYN
CORPORATION
|
|
|
|
By:
|
/s/
Douglas A. McClain, Jr.
|
|
|
Douglas
A. McClain, Jr.
Chief
Financial and Accounting
Officer
|