|
[X]
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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|
q
|
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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|
Delaware
(State
or other jurisdiction of
incorporation
or organization)
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20-5322896
(IRS
Employer Identification No.)
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Yes
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[X]
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No
|
q
|
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Large
Accelerated Filer
|
[
]
|
Accelerated
Filer
|
[
]
|
Non-Accelerated
Filer
|
[X]
|
|
Yes
|
x
|
No
|
[ ]
|
|
Large
accelerated filer
|
[
]
|
Accelerated
filer
|
[
]
|
|
|
Non-accelerated
filer
|
[
]
|
Smaller
reporting company
|
[X]
|
|
September
30,
2008
|
December
31,
2007
|
|||||||
|
ASSETS
|
||||||||
|
Current
Assets
|
||||||||
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Cash
|
$
|
309
|
24,115
|
|||||
|
Prepaid
Expenses
|
9,100
|
51,480
|
||||||
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Total
Current Assets
|
9,409
|
75,595
|
||||||
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Property
and equipment
|
4,289
|
5,254
|
||||||
|
License
rights
|
400,000
|
400,000
|
||||||
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Deposits
|
6,303
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4,642
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||||||
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Total
Assets
|
$
|
420,001
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485,491
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|||||
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LIABILITIES
AND SHAREHOLDERS’ DEFICIT
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||||||||
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Current
Liabilities
|
||||||||
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Accounts
payable
|
$
|
276,702
|
151,693
|
|||||
|
AC
– IL Unemployment Tax
|
768
|
-
|
||||||
|
Accrued
expense
|
6,800
|
16,717
|
||||||
|
Advances
from affiliates
|
858,174
|
640,708
|
||||||
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Total
Current Liabilities
|
1,142,444
|
809,118
|
||||||
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Shareholders’
Deficit
|
||||||||
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Common
stock, $0.0001 par value, 425,000,000 shares authorized, 272,176,814
and
272,000,000
shares issued and outstanding, respectively
|
27,218
|
27,200
|
||||||
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Additional
paid-in capital
|
1,070,230
|
477,773
|
||||||
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Deficit
accumulated during the development stage
|
(1,819,891)
|
(828,600)
|
||||||
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Total
Shareholders’ Deficit
|
(722,443)
|
(323,627)
|
||||||
|
Total
Liabilities and Shareholders’ Deficit
|
$
|
420,001
|
485,491
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|||||
|
Three
Months
Ended
September
30, 2008
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Three
Months
Ended
September
30, 2007
|
Nine
Months
Ended
September
30, 2008
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Nine
Months
Ended
September
30, 2007
|
August
3, 2006 (inception)
Through
September
30, 2008
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||||||||||||||||
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EXPENSES
|
||||||||||||||||||||
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General
& administrative
|
$
|
141,051
|
$
|
112,850
|
$
|
946,567
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346,588
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$
|
1,749,107
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|||||||||||
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Interest
expense
|
16,034
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6,731
|
44,724
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15,255
|
70,784
|
|||||||||||||||
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NET
LOSS
|
$
|
(157,085)
|
$
|
(119,581)
|
$
|
(991,291)
|
(361,843)
|
$
|
(1,819,891)
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|||||||||||
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Net
loss per share, basic and diluted
|
$
|
(0.00)
|
$
|
(0.00)
|
$
|
(0.00)
|
$
|
(0.00)
|
$
|
N/A
|
||||||||||
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Weighted
average number of common shares outstanding
|
272,164,837
|
272,000,000
|
272,033,560
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272,000,000
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N/A
|
|||||||||||||||
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Nine
Months
Ended
September
30, 2008
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Nine
Months
Ended
September
30, 2007
|
August
3, 2006 (inception)
Through
September
30, 2008
|
||||||||||
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Cash
flows from operating activities:
|
||||||||||||
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Net
loss
|
$
|
(991,291)
|
$
|
(361,843)
|
$
|
(1,819,891)
|
||||||
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Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||||||
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Depreciation
|
964
|
858
|
2,144
|
|||||||||
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Imputed
interest on advances from affiliates
|
44,725
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15,255
|
70,785
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|||||||||
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Services
rendered for stock
|
547,751
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614,163
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||||||||||
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Changes
in:
|
||||||||||||
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Prepaid
expenses
|
42,380
|
(528)
|
(9,100)
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|||||||||
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Deposits
|
(1,661)
|
(6,303)
|
||||||||||
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Accounts
payable
|
116,317
|
7,107
|
(268,010)
|
|||||||||
|
Accrued
expenses
|
(9,149)
|
7,568
|
||||||||||
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Net
cash used in operating activities
|
(249,964)
|
(339,151)
|
(872,624)
|
|||||||||
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Cash
flows from investing activities:
|
||||||||||||
|
Purchase
of property and equipment
|
(6,433)
|
(6,433)
|
||||||||||
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Net
cash used in investing activities:
|
|
-
|
(6,433)
|
(6,433)
|
||||||||
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Cash
flows from financing activities:
|
||||||||||||
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Advances
from affiliates
|
226,158
|
347,487
|
866,866
|
|||||||||
|
Sale
of common stock
|
-
|
-
|
12,500
|
|||||||||
|
Net
cash provided by financing activities
|
226,158
|
347,487
|
879,366
|
|||||||||
|
Net
change in cash
|
|
(23,806)
|
1,903
|
309
|
||||||||
|
Cash
at beginning of period
|
24,115
|
9,232
|
-
|
|||||||||
|
Cash
at end of period
|
$
|
309
|
$
|
11,135
|
$
|
309
|
||||||
|
Supplemental
Disclosures
|
||||||||||||
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Cash
paid for interest
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
|
Cash
paid for income taxes
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
|
Non-Cash
Investing and Financing Activities
|
||||||||||||
|
Stock
issued for license rights
|
$
|
-
|
$
|
-
|
$
|
400,000
|
||||||
|
|
·
|
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.
|
|
Exhibit
Number
|
Description
|
Page
No.
|
|
31.1*
|
Certification
of Stephen D. Ferrone, Chief Executive Officer, pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
|
|
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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.
|
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IMMUNOSYN
CORPORATION
|
||
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By:
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/s/
Douglas A. McClain Jr.
|
|
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Douglas
A. McClain Jr.
Chief
Financial and Accounting Officer
|
||
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Exhibit
Number
|
Description
|
Page
No.
|
|
31.1*
|
||
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31.2*
|
||
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32.1*
|
||
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32.2*
|
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1.
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I
have reviewed this quarterly report on Form 10-Q of Immunosyn
Corporation;
|
|
2.
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Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
|
3.
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Based
on my knowledge, the consolidated financial statements, and other
financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the issuer as of, and for, the periods presented in this
report;
|
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4.
|
The
registrant’s other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a 15(e) and 15d-15(e)) for the registrant
and have:
|
|
|
a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
|
|
b)
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
|
|
c)
|
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
|
|
d)
|
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting.
|
|
5.
|
The
registrant’s other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent
functions):
|
|
|
a)
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
|
|
|
b)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
|
Date: November
14, 2008
|
/s/
Stephen D. Ferrone
|
|
|
Stephen
D. Ferrone
|
|
|
Chief
Executive Officer
|
|
1.
|
I
have reviewed this quarterly report on Form 10-Q of Immunosyn
Corporation;
|
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
|
3.
|
Based
on my knowledge, the consolidated financial statements, and other
financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
report;
|
|
4.
|
The
registrant’s other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a 15(e) and 15d-15(e)) for the registrant
and have:
|
|
|
a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
|
|
b)
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
|
|
c)
|
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
|
|
d)
|
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting.
|
|
5.
|
The
registrant’s other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent
functions):
|
|
|
a)
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
|
|
|
b)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
|
Date: November
14, 2008
|
/s/
Douglas
A. McClain Jr.
|
|
|
Douglas
A. McClain Jr.
|
|
|
Chief
Financial and Accounting
Officer
|
|
Date: November
14, 2008
|
/s/
Stephen D. Ferrone
|
|
|
Stephen
D. Ferrone
|
|
|
Chief
Executive Officer
|
|
Date: November
14, 2008
|
/s/
Douglas
A. McClain Jr.
|
|
|
Douglas
A. McClain Jr.
|
|
|
Chief
Financial and Accounting
Officer
|