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
|
q
|
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For
the transition period from ______________ to
_____________
|
IMMUNOSYN
CORPORATION
(Exact
name of Registrant as specified in its charter)
Delaware
(State
or other jurisdiction of
incorporation
or organization)
|
|
20-5322896
(IRS
Employer Identification No.)
|
(Address
of principal executive offices) (Zip Code)
(Registrant’s
telephone number, including area code)
Indicate by checkmark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Exchange Act during the preceding 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.
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of
“accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange
Act). (Check one):
Large
Accelerated Filer
|
[
]
|
Accelerated
Filer
|
[
]
|
Non-Accelerated
Filer
|
[X]
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
APPLICABLE
ONLY TO CORPORATE ISSUERS
Indicate the number of shares
outstanding of each of the issuer’s classes of common stock, as of the latest
practicable date: As of May 12, 2008, the Company had 272,012,347
issued and outstanding shares of common stock.
*Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, or a
non-accelerated filer. See definition of “accelerated filer and large
accelerated filer” in Rule 12b-2 of the Exchange Act). (Check one):
Large
accelerated filer
|
[
]
|
|
Accelerated
filer
|
[
]
|
Non-accelerated
filer
|
|
|
Smaller
reporting company
|
|
(Do not
check if a smaller reporting company)
PART
I – FINANCIAL INFORMATION
Item
1. Financial Statements.
Immunosyn
Corporation
(A
Development Stage Company)
Balance
Sheets
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Assets
|
|
|
|
|
|
|
Cash
|
|
$ |
2,747 |
|
|
$ |
24,115 |
|
Prepaid
Expenses
|
|
|
36,600 |
|
|
|
51,480 |
|
Total
Current Assets
|
|
|
39,347 |
|
|
|
75,595 |
|
|
|
|
|
|
|
|
|
|
Property
and equipment, net of accumulated depreciation of $1,501 and $1,179,
respectively
|
|
|
4,932 |
|
|
|
5,254 |
|
License
rights
|
|
|
400,000 |
|
|
|
400,000 |
|
Deposits
|
|
|
4,478 |
|
|
|
4,642 |
|
Total
Assets
|
|
$ |
448,757 |
|
|
$ |
485,491 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND SHAREHOLDERS' EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Liabilities
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
$ |
127,136 |
|
|
$ |
151,693 |
|
Accrued
expense
|
|
|
4,566 |
|
|
|
16,717 |
|
Advances
from affiliates
|
|
|
811,814 |
|
|
|
640,708 |
|
Total
Current Liabilities
|
|
|
943,516 |
|
|
|
809,118 |
|
|
|
|
|
|
|
|
|
|
Shareholders'
Equity (Deficit)
|
|
|
|
|
|
|
|
|
Common
stock, $0.0001 par value, 425,000,000 shares authorized, 272,000,000
shares issued and outstanding
|
|
|
27,200 |
|
|
|
27,200 |
|
Additional
paid-in capital
|
|
|
495,666 |
|
|
|
477,773 |
|
Deficit
accumulated during the development stage
|
|
|
(1,017,625 |
) |
|
|
(828,600 |
) |
Total
Shareholders' Equity (Deficit)
|
|
|
(494,759 |
) |
|
|
(323,627 |
) |
|
|
|
|
|
|
|
|
|
Total
Liabilities and Shareholders' Equity (Deficit)
|
|
$ |
448,757 |
|
|
$ |
485,491 |
|
See notes
to financial statements
Immunosyn
Corporation
(A
Development Stage Company)
Statements
of Expenses
(unaudited)
|
|
|
|
|
|
|
|
Inception
|
|
|
|
Three
Months |
|
|
Three
Months |
|
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Through
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXPENSES
|
|
|
|
|
|
|
|
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|
General
& administrative
|
|
$ |
175,632 |
|
|
$ |
162,714 |
|
|
$ |
978,172 |
|
Interest
expense
|
|
|
13,393 |
|
|
|
3,714 |
|
|
|
39,453 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
LOSS
|
|
$ |
(189,025 |
) |
|
$ |
(166,428 |
) |
|
$ |
(1,017,625 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss per share, basic and diluted
|
|
$ |
- |
|
|
|
|
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
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|
Weighted
average number of common shares outstanding
|
|
|
272,000,000 |
|
|
|
272,000,000 |
|
|
|
256,278,878 |
|
See notes
to financial statements
Immunosyn
Corporation
(A
Development Stage Company)
Statements
of Cash Flows
(unaudited)
|
|
|
|
|
|
|
|
Inception
|
|
|
|
Three
Months |
|
|
Three
Months |
|
|
(August
3, 2006) |
|
|
|
Ended
|
|
|
Ended
|
|
|
Through
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from operating activities:
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$ |
(189,025 |
) |
|
$ |
(166,428 |
) |
|
$ |
(1,017,625 |
) |
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
322 |
|
|
|
214 |
|
|
|
1,501 |
|
Imputed
interest on advances from affiliates
|
|
|
13,393 |
|
|
|
3,714 |
|
|
|
39,453 |
|
Services
rendered for stock
|
|
|
4,500 |
|
|
|
|
|
|
|
84,306 |
|
Changes
in:
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid
expenses
|
|
|
14,880 |
|
|
|
|
|
|
|
(36,600 |
) |
Other
assets
|
|
|
164 |
|
|
|
|
|
|
|
(4,478 |
) |
Accounts
payable
|
|
|
(32,249 |
) |
|
|
48,931 |
|
|
|
127,136 |
|
Accrued
expenses
|
|
|
(12,151 |
) |
|
|
|
|
|
|
4,566 |
|
Net
cash used in operating activities
|
|
|
(201,166 |
) |
|
|
(113,569 |
) |
|
|
(801,741 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase
of property and equipment
|
|
|
|
|
|
|
(6,433 |
) |
|
|
(6,433 |
) |
Net
cash used in investing activities
|
|
|
- |
|
|
|
(6,433 |
) |
|
|
(6,433 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Advances
from affiliates
|
|
|
179,798 |
|
|
|
112,261 |
|
|
|
798,421 |
|
Sale
of common stock
|
|
|
- |
|
|
|
- |
|
|
|
12,500 |
|
Net
cash provided by financing activities
|
|
|
179,798 |
|
|
|
112,261 |
|
|
|
810,921 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
change in cash
|
|
|
(21,368 |
) |
|
|
(7,741 |
) |
|
|
2,747 |
|
Cash
at beginning of period
|
|
|
24,115 |
|
|
|
9,232 |
|
|
|
- |
|
Cash
at end of period
|
|
$ |
2,747 |
|
|
$ |
1,491 |
|
|
$ |
2,747 |
|
|
|
|
|
|
|
|
|
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|
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Supplemental
Disclosures
|
|
|
|
|
|
|
|
|
|
|
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|
Cash
paid for interest
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
Cash
paid for income taxes
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
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|
Non-Cash
Investing and Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
issued for license rights
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
See notes
to financial statements
Immunosyn
Corporation
(A
Development Stage Company)
NOTES
TO FINANCIAL STATEMENTS
(unaudited)
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 2007 year
end financial statements. 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 2007 as reported in the Company's Annual Report on Form
10-KSB have been omitted.
NOTE 2 -
GOING CONCERN CONSIDERATIONS
During
the three months ended March 31, 2008 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.
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 $803,255 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 $13,393 was accrued using
an interest rate of 7.5% for the three months ended March 31, 2008 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.
NOTE 4
- SUBSEQUENT EVENTS
On April
23, 2008, Immunosyn entered into an agreement to receive services in exchange
for 150,000 shaes of common stock. Immunosyn also entered into an
agreement to receive placement services in exchange for a fee contingent upon
selling securities.
NOTE
5 - COMMITMENTS AND CONTINGENT LIABILITIES
On
October 12, 2007, Immunosyn entered into 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 agrees to handle all public relations matters, as agreed upon, for
Immunosyn. This contract shall continue 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.
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. Immunosyn has had no
further communication with the SEC regarding the subpoenas since January
2007.
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 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 office
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.
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. 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 is listed for trial in the
UK in January 2009. Immunosyn is not involved in this litigation.
Immunosyn
has been provided with rent-free office space for two executive offices under a
monthly oral agreement with no specific term from its affiliate and shareholder,
Argyll Equities LLC. It is uncertain how long Argyll Equities will continue
providing office space or on what terms space will continue to be provided to
Immunosyn in the future. At present, Immunosyn does not require dedicated office
space.
Item
2. Management’s Discussion and Analysis of Financial Condition and
Results of Operations.
Overview
Immunosyn Corporation (“Immunosyn” or
the “Company”) 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 53.44% 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. Our ability to obtain additional
funding will determine our ability to continue as a going concern. We
have one principal asset, our exclusive license from Argyll Biotech, and one
full-time employee – a Chief Executive Officer hired in October 2007 -- and one
part-time employee -- a Chief Financial and Accounting Officer. We do
not expect to commence full scale operations or generate revenues 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, nor have we been involved in any mergers,
acquisitions or consolidations.
Plan of
Operation
At March 31, 2008, the Company had an
accumulated deficit of $1,017,625 and a
working capital deficit of $904,169. Based on its current cash
balance, management believes the Company cannot build its
operations. Currently, an affiliated company provides general support
services to the Company, without charge. In addition, since
inception, the Company has borrowed $803,255 from Argyll Equities LLC and Argyll
Biotech who together own approximately 60% of the Company’s Common
Stock. These advances are unsecured and will
be repaid
on demand. See Note 3 of Notes to Financial Statements. In
October 2007, the Company hired both a Chief Executive Officer and a Chief
Financial Officer (who has since left the Company). The Company has
advances from these parties as well which are due and payable. See
Note 3 of Notes to Financial Statements. The Company needs additional
financing to continue its operations and may raise funds in the future privately
or publicly. The Company has listed its Common Stock on the OTC
Bulletin Board and trading commenced on October 26, 2007.
The Company intends to raise working
capital through one or more financings to meet the following
requirements:
|
•
|
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 the United States Food and Drug Administration (the “FDA”) 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.
Off Balance Sheet
Arrangements
Item
3. Quantitive and Qualitative Disclosures About Market
Risk.
Item
4T. Controls and Procedures.
Controls and
Procedures
The Company’s management is responsible
for establishing and maintaining 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, management
evaluated 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 the Company’s disclosure controls and
procedures are not effective because there are material weaknesses in the
Company’s internal control over financial reporting. A material
weakness is a deficiency, or a combination of control deficiencies, in internal
control over reporting such that there is a reasonable possibility that a
material misstatement of Immunosyn’s annual or interim financial statements will
not be prevented or detected on a timely basis.
The material weakness relates to the
monitoring and review of work preformed by Immunosyn’s Chief Financial and
Accounting Officer in the preparation of audit and financial statements,
footnotes and financial data provided to Immunosyn’s registered public
accounting firm in connection with the annual audit. All of
Immunosyn’s accounting functions including financial reporting are carried out
by our Chief Financial and Accounting Officer with review functions provided by
our Chief Executive Officer and we do not have an audit committee at this
time. The lack of accounting staff results in a lack of segregation
of duties and technical accounting experience necessary for an effective
internal control system.
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 and
Accounting 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
and Accounting Officer.
This quarterly report does not include
an attestation report of the Company’s registered public accounting firm
regarding any internal control over financial reporting. Management’s
report was not subject to attestation by the Company’s registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit the Company to provide only management’s response in this
quarterly report.
Changes in Internal
Controls
During the quarter ended March 31,
2008, there have not been any changes in the Company’s internal controls that
have materially affected, or are reasonably likely to materially affect, the
Company’s internal control over financial reporting. However, please
note the discussion above.
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. Immunosyn has had no further communication with
the SEC regarding the subpoenas since January 2007.
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 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.
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. 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 is listed for trial in the UK in
January 2009. Immunosyn is not involved in this litigation.
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds.
(a)
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The
Company did not sell any unregistered equity securities during the three
months ended March 31, 2008. As previously reported, the
Company has agreed to pay The Blaine Group $1,500 per month in restricted
common stock of the Company and the Company accrued a liability for such
shares due to The Blaine Group during the three months ended March 31,
2008.
|
Item
3. Defaults Upon Senior Securities.
Item
4. Submission of Matters to a Vote of Security Holders.
Item
5. Other Information.
|
As
previously reported, Myron W. Wentz became a director of the Company on
March 14, 2008 filling a newly created directorship resulting from an
increase in the anthorized number of directors of the Company from two to
three.
|
(b) Not
applicable.
Item
6. Exhibits.
Exhibit
Number
|
Description
|
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.
|
* Exhibit
filed with this Report.
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.
|
IMMUNOSYN
CORPORATION
|
|
By:
|
|
|
|
Douglas
A. McClain Jr.
Chief
Financial and Accounting Officer
|
EXHIBIT
INDEX
Exhibit
Number
|
Description
|
31.1*
|
|
31.2*
|
|
32.1*
|
|
32.2*
|
|