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. | Controls and Procedures. |
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 |
