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PART I

 

Item 1.

Financial Statements.

 

Immunosyn Corporation

(A Development Stage Company)

Balance Sheets

(unaudited)

 

		September 30, 2009				December 31, 2008
ASSETS
Current Assets
Cash		$	1,101			$	2,052
Prepaid expenses			3,234				41,455
Total Current Assets			4,335				43,507
Property and equipment			6,433				6,433
Accumulated depreciation			(3,431	)			(2,466	)
License rights			400,000				400,000
Deposits			2,825				2,825
Total Assets		$	410,162			$	450,299
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current Liabilities
Note payable		$	35,105			$	35,105
Accounts payable			777,281				320,352
Accrued expenses			6,060				-
Accrued compensation to affiliate			40,500				14,268
Advances from affiliates			1,029,101				893,663
Total Liabilities			1,888,047				1,263,388
Shareholders’ Deficit
Common stock, $0.0001 par value, 425,000,000 shares authorized, 272,332,612 and 272,200,976 shares issued and 270,643,612 and 272,200,976 shares outstanding at September 30, 2009 and December 31, 2008, respectively			27,233				27,220
Additional paid-in capital			1,164,619				1,094,630
Deficit accumulated during the development stage			(2,669,568	)			(1,934,939	)
Less: treasury stock, at cost (1,689,000 shares at $.0001)			(169	)			-
Total Shareholders’ Deficit			(1,477,885	)			(813,089	)
Total Liabilities and Shareholders’ Equity		$	410,162			$	450,299

 

See accompanying notes to unaudited financial statements.

 

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Immunosyn Corporation

(A Development Stage Company)

Statements of Expenses

(unaudited)

 

		Three Months Ended September 30, 2009				Three Months Ended September 30, 2008				Nine Months Ended September 30, 2009				Nine Months Ended September 30, 2008				August 3, 2006 (inception) Through September 30, 2009
EXPENSES
General & Administrative		$	162,682			$	141,051			$	672,370			$	946,567			$	2,519,926
Interest Expense			27,005				16,034				62,259				44,724				149,642
NET LOSS		$	(189,687	)		$	(157,085	)		$	(734,629	)		$	(991,291	)		$	(2,669,568	)
Net loss per common share, basic and diluted			(0.00	)			(0.00	)			(0.00	)			(0.00	)
Weighted average number of common shares outstanding			270,619,398				272,164,837				271,037,499				272,033,560				N/A

 

See accompanying notes to unaudited financial statements.

 

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Immunosyn Corporation

(A Development Stage Company)

Statements of Cash Flows

(unaudited)

 

		Nine Months Ended September 30, 2009				Nine Months Ended September 30, 2008				August 3, 2006 (inception) through September 30, 2009
Cash flows from operating activities:
Net loss		$	(734,629	)		$	(991,291	)		$	(2,669,568	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation			964				964				3,431
Imputed interest on advances from affiliates			54,483				44,725				141,869
Services rendered for stock			15,350				547,751				637,313
Changes in:											-
Prepaid expenses			38,223				42,380				(3,234	)
Other assets			-				(1,661	)			(2,825	)
Accounts payable			456,929				116,317				812,387
Accrued expenses			6,060				( 9,149	)			6,060
Accrued compensation to affiliate			26,232				-				40,500
Net cash used in operating activities			(136,388	)			(249,964	)			(1,034,067	)
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			135,437				226,158				1,029,101
Sale of common stock			-				-				12,500
Net cash provided by financing activities			135,437				226,158				1,041,601
Net change in cash			(951	)			(23,806	)			1,101
Cash at beginning of period			2,052				24,115				-
Cash at end of period		$	1,101			$	309			$	1,101
Supplemental Disclosures
Cash paid for interest		$	-			$	-			$	-
Cash paid for income taxes		$	-			$	-			$	-
Non-Cash Investing and Financing Activities
Stock issued for license rights		$	-			$	-			$	400,000

 

See accompanying notes to unaudited financial statements.

Immunosyn Corporation

Notes To Unaudited Interim Financial Statements

 

 

Note 1 - BASIS OF PRESENTATION

 

The accompanying unaudited interim financial statements of Immunosyn Corporation (“Immunosyn” or the “Company”) 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.

Recently Issued Accounting Pronouncements

Effective during the second quarter of 2009, the Company implemented ASC 855, Subsequent Events (“ASC 855”).  This standard establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued.  The adoption of ASC 855 did not impact the Company’s financial position or results of operations.  The Company evaluated all events or transactions that occurred after September 30, 2009 up through December 14, 2009, the date the Company issued these financial statements.  During this period, the Company did not have any material recognizable subsequent events.

 

Note 2 - GOING CONCERN

 

During the three and nine months ended September 30, 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

 

As of September 30, 2009, $1,020,542 is owed to 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 $54,483 was imputed using an interest rate of 7.5% for the nine months ended September 30, 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.  The Company has accrued for an additional $40,500 in compensation to Mr. Ferrone.

 

Note 4 – COMMON STOCK

 

Pursuant to a contract entered into on October 12, 2007 for The Blaine Group (TBG) to provide financial relations and investor relations services to Immunosyn, TBG earned 121,636 restricted shares of Immunosyn common stock in the nine months ended September 30, 2009 valued at $13,500.  

Pursuant to a contract entered into on September 29, 2008 for Bear Creek Advisors to provide consulting services to Immunosyn, Bear Creek earned 10,000 restricted share of Immunosyn common stock in the nine months ended September 30, 2009 valued at $1,850.

 

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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 stock to be valued at current market value on the date of issue.

On August 25, 2009, a complaint was filed by Myron W. Wentz, a shareholder of the Company, in the United States District Court for the Southern District of California that names as defendants Argyll Biotech, Immunosyn and Does 1-10.  The complaint alleges, among other things, that Argyll Biotech breached its contract with the plaintiff and that Immunosyn tortiously interfered with Argyll Biotech’s contract with the plaintiff.  The complaint seeks damages in the amount of $1,948,000 plus pre- and post-judgment interest; consequential damages and attorneys fees in an amount to be proven at trial against Argyll Biotech for breach of contract; an order compelling Argyll Biotech to provide 14,984,615 shares of common stock of the Company to Dr. Wentz; and attorneys fees in an amount to be proven at trial. The parties, including Immunosyn, have not filed an answer to the complaint and the time to do so has officially passed. The defendants are seeking a settlement with the plaintiff although there can be no assurance that they will be able to successfully settle the matter.  It is possible that the plaintiff will seek to obtain a default judgment against the defendants.

On August 24, 2009, a complaint was filed by Denise Campbell on behalf of a putative class in the United States District Court for the Southern District of Texas that names as defendants Immunosyn, Argyll Biotech, James T. Miceli, Douglas A. McClain, Jr., Frank Morales, Argyll Equities, LLC, Stephen Ferrone and Douglas A. McClain, Sr.  The complaint alleges, among other things, that the defendants have made false and/or misleading statements concerning Immunosyn and SF-1019 in filings with the SEC in violation of the Securities Exchange Act of 1934, as amended, including Section 10b-5 thereof, including, without limitation, that the Food & Drug Administration had not approved SF-1019 for human injection, that SF-1019 had not received compassionate waiver status, that SF-1019 was on clinical hold, that SF-1019 had negative results in certain safety studies, that SF-1019 was being sold by the defendants outside of the exclusive license held by Immunosyn and that Alan Osmond was being paid to promote SF-1019; defendants have committed fraud in their SEC disclosures and on their websites; defendants have engaged in civil conspiracy; defendants have been unjustly enriched through the sale of Immunosyn stock; and James T. Miceli, Douglas McClain, Sr. and Douglas McClain Jr. have committed RICO violations and conspired to violate RICO.  The complaint seeks damages in an amount to be proven at trial, plus interest, costs and attorneys fees.  The parties, including Immunosyn, answered the complaint on October 16, 2009.  An initial pretrial conference is expected to be held in December 2009 and discovery is expected to commence in early 2010.  Immunosyn intends to vigorously defend against the allegations contained in the complaint which it believes to be untrue and without merit.

 

Note 7- SUBSEQUENT EVENTS

 

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 included Immunosyn as a nominal defendant only and did not allege any claims of liability against Immunosyn.  On December 4, 2009, the parties entered into a settlement agreement, which was approved by the court on December 15, 2009, pursuant to which the defendants agreed to pay Immunosyn the sum of $475,000 consisting of a cash payment of $75,000 (for legal fees for plaintiff’s counsel) and the forgiveness of $400,000 of indebtedness of Immunosyn to defendant Argyll Equities and to retire 2,950,000 shares of Immunosyn common stock held by defendant Argyll Equities to the treasury of Immunosyn. Argyll Equities reduced the outstanding Advances from Affiliates which Immunosyn owes to Argyll Equities by $400,000 effective as of December 4, 2009. Argyll Equities paid $75,000 on Immunosyn’s behalf for legal fees for plaintiff’s counsel. On December 11, 2009, Argyll Equities effectively retired 2,950,000 shares of common stock held by it to Immunosyn’s treasury.

 

 

 

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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 San Diego, 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 nine months ended September 30, 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.  During the nine months ended September 30, 2009, the Company had a net loss of $734,629 and a loss of $189,687 for the three months ended September 30, 2009, an accumulated deficit of $2,669,568 and a working capital deficit of $1,883,712.  See Note 2 of Notes to Unaudited Financial Statements for our going concern.

Currently, an affiliated company provides general support services to the Company, without charge.  In addition, since inception, Immunosyn has borrowed $1,020,542 from Argyll Equities, LLC and Argyll Biotech who together own approximately 60% of Immunosyn’s Common Stock, including $135,437 which was borrowed during the nine months ended September 30, 2009.  Interest expense in the amount of $54,483 was imputed on the aggregate advances using an interest rate of 7.5% for the nine months ended September 30, 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 has accrued for an additional $40,500 in compensation to Mr. Ferrone.  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.  See Note 3 of Notes to Unaudited Financial Statements.

 

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 “March 2009 Subpoenas”).  In addition, on or about June 4, 2009, Immunosyn directors and officers, Douglas A. McClain, Jr. and Stephen Ferrone, received subpoenas from the SEC (the “June 2009 Subpoenas”) as did James T. Miceli, a director and officer of Argyll Biotech, and Douglas A. McClain, Sr.  Immunosyn and Argyll Biotech subsequently learned from the SEC that the March 2009 Subpoenas and the June 2009 Subpoenas would be treated as voluntary requests.   On or about September 11, 2009, Immunosyn and Immunosyn directors and officers, Douglas A. McClain, Jr. and Stephen Ferrone, received additional subpoenas from the SEC as did James T. Miceli, a director and officer of Argyll Biotech, and Douglas A. McClain, Sr.

On August 25, 2009, a complaint was filed by Myron W. Wentz, a shareholder of the Company, in the United States District Court for the Southern District of California that names as defendants Argyll Biotech, Immunosyn and Does 1-10.  The complaint alleges, among other things, that Argyll Biotech breached its contract with the plaintiff and that Immunosyn tortiously interfered with Argyll Biotech’s contract with the plaintiff.  The complaint seeks damages in the amount of $1,948,000 plus pre- and post-judgment interest; consequential damages and attorneys fees in an amount to be proven at trial against Argyll Biotech for breach of contract; an order compelling Argyll Biotech to provide 14,984,615 shares of common stock of the Company to Dr. Wentz; and attorneys fees in an amount to be proven at trial. The parties, including Immunosyn, have not filed an answer to the complaint and the time to do so has officially passed. The defendants are seeking a settlement with the plaintiff although there can be no assurance that they will be able to successfully settle the matter.  It is possible that the plaintiff will seek to obtain a default judgment against the defendants.

On August 24, 2009, a complaint was filed by Denise Campbell on behalf of a putative class in the United States District Court for the Southern District of Texas that names as defendants Immunosyn, Argyll Biotech, James T. Miceli, Douglas A. McClain, Jr., Frank Morales, Argyll Equities, LLC, Stephen Ferrone and Douglass A. McClain, Sr.  The complaint alleges, among other things, that the defendants have made false and/or misleading statements concerning Immunosyn and SF-1019 in filings with the SEC in violation of the Securities Exchange Act of 1934, as amended, including Section 10b-5 thereof, including, without limitation, that the Food & Drug Administration had not approved SF-1019 for human injection, that SF-1019 had not received compassionate waiver status, that SF-1019 was on clinical hold, that SF-1019 had negative results in certain safety studies, that SF-1019 was being sold by the defendants outside of the exclusive license held by Immunosyn and that Alan Osmond was being paid to promote SF-1019; defendants have committed fraud in their SEC disclosures and on their websites; defendants have engaged in civil conspiracy; defendants have been unjustly enriched through the sale of Immunosyn stock; and James T. Miceli, Douglas McClain, Sr. and Douglas McClain Jr. have committed RICO violations and conspired to violate RICO.  The complaint seeks damages in an amount to be proven at trial, plus interest, costs and attorneys fees. The parties, including Immunosyn, answered the complaint on October 16, 2009.  An initial pretrial conference is expected to be held in December 2009 and discovery is expected to commence in early 2010.  Immunosyn intends to vigorously defend against the allegations contained in the complaint which it believes to be untrue and without merit.

 

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 December 4, 2009, the parties entered into a settlement agreement, which was approved by the court on December 15, 2009, pursuant to which the defendants agreed to pay Immunosyn the sum of $475,000 consisting of a cash payment of $75,000 (for legal fees for plaintiff’s counsel) and the forgiveness of $400,000 of indebtedness of Immunosyn to defendant Argyll Equities and to retire 2,950,000 shares of Immunosyn common stock held by defendant Argyll Equities to the treasury of Immunosyn.  See Note 7 to unaudited financial statements.

 

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.

 

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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 was filed with the Court and the entire California action was dismissed with prejudice on or about June 3, 2009.  

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 during 2010. Immunosyn is not involved in this litigation.

 

Item 1A.

Risk Factors.

 

During the nine months ended September 30, 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 nine months ended September 30, 2009, The Blaine Group (TBG) earned 121,636 shares of restricted common stock of the Company valued at $13,500 (and having a per share value of approximately $0.111 on the due date) 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.  See Notes 4 and 6 to Unaudited Financial Statements.

 

These shares would be 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.

 

As previously disclosed, pursuant to a contract entered into on September 29, 2008 for Bear Creek Advisors to provide consulting services to Immunosyn, Bear Creek earned 10,000 restricted share of Immunosyn common stock in the nine months ended September 30, 2009 valued at $1,850.  See Note 4 to Unaudited Financial Statements.

(C)  The Company has no repurchase plans or programs.  As previously disclosed, 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.  See Note 5 to Unaudited Financial Statements.

 

Item 3.

Defaults Upon Senior Securities.

 

Not applicable.

 

Item 4.

Submission of Matters to a Vote of Security Holders.

 

 None.

 

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Item 5.

Other Information.

 

As previously reported, in November 2008, a physician submitted a physician-sponsored Investigational New Drug (IND) application to the US Food & Drug Administration (“FDA”) for a Phase II clinical trial for the treatment of Multiple Sclerosis with SF-1019. In mid-September 2009, an officer of Immunosyn learned from a third party that the FDA had previously notified the physician-sponsor that his proposed study was on full clinical hold and could not be initiated.  The officer further learned that this full clinical hold listed approximately nine specific clinical hold deficiencies, one of which is related to Argyll Biotech’s need to complete full animal toxicity studies of SF-1019 as described in FDA guidelines, and the information needed to resolve the deficiencies.

 

Item 6.

Exhibits.

 

The following exhibits are filed with, or incorporated by reference into, this Report.

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

____________________________

*	Filed Herewith.

 

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:  December 16, 2009

 

	IMMUNOSYN CORPORATION
	By:	/s/ Douglas A. McClain, Jr.
		Douglas A. McClain, Jr. Chief Financial and Accounting Officer