Minnesota
|
41-1430130
|
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification Number) |
Large accelerated filer
o
|
Accelerated Filer o | Non-accelerated filer o | Smaller reporting company x |
PART I | CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS |
1. | Our ability to attract and retain management, and to integrate and maintain technical information and management information systems; | |
2. | Our ability to generate customer demand for our services; | |
3. | The intensity of competition; and | |
4. | General economic conditions. |
Item 1 | Business |
Item 2 | DESCRIPTION OF PROPERTY. |
Item 3 | LEGAL PROCEEDINGS. |
Item 4 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
Item 5 | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
Quarter Ending
|
High Bid
|
Low Bid
|
|
||
September 30, 2007
|
$0.30
|
$0.10
|
|
|
|
December 31, 2007
|
$0.50
|
$0.15
|
|
|
|
March 31, 2008
|
$0.50
|
$0.15
|
|
|
|
June 30, 2008
|
$0.20
|
$0.10
|
Item 6 | Selected Financial Data |
June 30,
2008 |
June 30,
2007 |
|||||||
Revenues | $ |
-
|
$ |
-
|
||||
Expenses |
(360,017
|
) |
(24,166
|
) | ||||
Net income |
(788,251
|
) |
(24,166
|
) | ||||
Assets |
41,694
|
2,000
|
||||||
Liabilities |
35,202
|
6,166
|
||||||
Equity |
6,492
|
(4,166
|
) |
Item 7 | Management's Discussion and Analysis of Financial Condition and Results of Operations |
Item 8 | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. |
Report of Independent Registered Public Accounting Firm | F-2 | |
Financial Statements: | ||
Balance Sheets | F-3 | |
Statements of Operations | F-4 | |
Statement of Changes in Stockholders' Equity (Deficit) | F-5 | |
Statements of Cash Flows | F-6 | |
Notes to Financial Statements | F-7 | |
ASSETS
|
June 30,
2008 |
June 30,
2007 |
||||
Current Assets: | ||||||
Cash | $ |
9,159
|
$ |
-
|
||
Marketable securities net of fair value adjustment of $66,875 |
26,875
|
-
|
||||
Security deposits |
775
|
-
|
||||
Stock subscriptions receivable |
-
|
2,000
|
||||
Total Current Assets |
36,809
|
2,000
|
||||
Fixed Assets | ||||||
Furniture and equipment |
5,385
|
-
|
||||
Less accumulated depreciation |
(500
|
) |
-
|
|||
Total Fixed Assets |
4,885
|
-
|
||||
TOTAL ASSETS | $ |
41,694
|
$ |
2,000
|
||
LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT)
|
||||||
Current Liabilities: | ||||||
Checks written in excess of balance | $ |
-
|
$ |
5,293
|
||
Accounts payable |
33,945
|
-
|
||||
Accounts payable, related party |
1,257
|
873
|
||||
Total Current Liabilities |
35,202
|
6,166
|
||||
TOTAL LIABILITIES |
35,202
|
6,166
|
||||
Commitments and contingencies (Notes 1,2,5,6,7,8,9 and 10) | ||||||
Stockholders' EQUITY (DEFICIT): | ||||||
Common stock,
$.01 par value 100,000,000 shares authorized, 13,471,208 and
12,429,808 issued and outstanding, respectively |
134,711
|
124,302
|
||||
Additional Paid In Capital |
4,223,486
|
3,434,987
|
||||
Accumulated (deficit) |
(3,539,288
|
) |
(3,539,288
|
) | ||
Accumulated (deficit) during development stage |
(812,417
|
) |
(24,166
|
) | ||
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) |
6,492
|
(4,166
|
) | |||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ |
41,694
|
$ |
2,000
|
||
The accompanying notes are an integral
part of the financial statements.
|
Years Ended
|
For the
Period from April 26, 2006 (date of Commencement of development stage) through |
||||||||
June 30,
2008 |
|
|
June 30,
2007 |
|
|
June 30,
2008 |
|||
Revenues | $ |
-
|
$ |
-
|
$ |
-
|
|||
|
|
|
|||||||
Expenses: |
|
|
|
||||||
Accounting fees |
12,000
|
11,700
|
23,700
|
||||||
Legal fees |
70,152
|
6,144
|
76,296
|
||||||
Press release & Edgar fees |
5,048
|
612
|
5,660
|
||||||
Transfer agent fees |
9,863
|
3,527
|
13,390
|
||||||
Other professional fees |
3,909
|
-
|
3,909
|
||||||
Compensation fees |
151,274
|
-
|
151,274
|
||||||
Bad debt expense |
60,992
|
-
|
60,992
|
||||||
Travel fees |
15,393
|
-
|
15,393
|
||||||
Consulting fees |
14,000
|
-
|
14,000
|
||||||
Rent expense |
6,704
|
-
|
6,704
|
||||||
Other |
10,682
|
2,183
|
12,865
|
||||||
|
|
|
|||||||
Total Expenses |
360,017
|
24,166
|
384,183
|
||||||
|
|
|
|||||||
Net Loss) from Operations |
(360,017
|
) |
(24,166
|
) |
(384,183
|
) | |||
|
|
|
|||||||
Other Income (Loss): |
|
|
|
||||||
Realized (loss) - sale of marketable securities |
(429,328
|
) |
-
|
(429,328
|
) | ||||
Interest income |
1,094
|
-
|
1,094
|
||||||
|
|
|
|||||||
Total Other Income (Loss) |
(428,234
|
) |
-
|
(428,234
|
) | ||||
Net (Loss) | $ |
(788,251
|
) | $ |
(24,166
|
) | $ |
(812,417
|
) |
Per Share | $ |
(0.06
|
) | $ |
Nil
|
$ |
(0.07
|
) | |
Weighted Average Number of Shares Outstanding |
13,195,537
|
8,594,192
|
11,523,949
|
||||||
The accompanying notes are an integral part of the financial statements. |
Number of
Shares |
Stock
Amount |
Additional
Paid-in Capital |
Accumulated
(Deficit) |
Accumulated (Deficit)
During Development Stage |
Total
|
||||||||||||
Balance at July 1, 2005 |
2,430,162
|
$ |
24,302
|
$ |
3,514,987
|
$ |
(3,539,288
|
) | $ |
-
|
$ |
-
|
|||||
|
|
|
|
|
|
||||||||||||
Net loss- year ended June 30, 2006 |
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||
|
|
|
|
|
|
||||||||||||
Balance at June 30, 2006 |
2,430,162
|
24,302
|
3,514,987
|
(3,539,288
|
) |
-
|
-
|
||||||||||
|
|
|
|
|
|
||||||||||||
Issuance of common stock for
cash at $0.00025 oer share December 4, 2006 |
10,000,000
|
100,000
|
(80,000)
|
-
|
-
|
20,000
|
|||||||||||
|
|
|
|
|
|
||||||||||||
Net loss- year ended June 30, 2007 |
-
|
-
|
-
|
-
|
(24,166
|
) |
(24,166
|
) | |||||||||
|
|
|
|
|
|
||||||||||||
Balance at June 30, 2007 |
12,430,162
|
124,302
|
3,434,987
|
(3,539,288
|
) |
(24,166
|
) |
(4,166
|
) | ||||||||
|
|
|
|
|
|
||||||||||||
Issuance of common stock for
cash at $1.00 per share |
51,046
|
510
|
50,536
|
-
|
-
|
51,046
|
|||||||||||
|
|
|
|
|
|
||||||||||||
Issuance of common stock for
investment in marketable securities at $0.75 per share October 22, 2007 |
990,000
|
9,900
|
732,600
|
-
|
-
|
742,500
|
|||||||||||
|
|
|
|
|
|
||||||||||||
Additional Paid-in capital |
-
|
-
|
5,363
|
-
|
-
|
5,363
|
|||||||||||
|
|
|
|
|
|
||||||||||||
Net loss- year ended June 30, 2008 |
-
|
-
|
-
|
-
|
(788,251
|
) |
(788,251
|
) | |||||||||
|
|
|
|
|
|
||||||||||||
Balance at June 30, 2008 |
13,471,208
|
$ |
134,711
|
$ |
4,223,486
|
$ |
(3,539,288
|
) | $ |
(812,417
|
) | $ |
6,492
|
||||
Years Ended
|
For the
Period from April 26, 2006 (date of Commencement of development stage) through |
||||||||
June 30,
2008 |
|
|
June 30,
2007 |
|
|
June 30,
2008 |
|||
Cash Flows from Operating Activities: | |||||||||
Net (loss) | $ |
(788,251
|
) | $ |
(24,166
|
) | $ |
(812,417
|
) |
Adjustments to reconcile net loss to cash used in operating activities: |
|
|
|
||||||
Depreciation |
500
|
-
|
500
|
||||||
Increase in accounts payable |
34,329
|
873
|
35,202
|
||||||
Increase (Decrease) in checks written in excess of cash balance |
(5,293
|
) |
5,293
|
-
|
|||||
Loss on marketable securities |
429,328
|
-
|
429,328
|
||||||
|
|
|
|||||||
Net Cash (Used in) Operating Activities |
(329,387
|
) |
(18,000
|
) |
(347,387
|
) | |||
|
|
|
|||||||
Cash Flows from Investing Activities |
|
|
|
||||||
Furniture and equipment |
(5,385
|
) |
-
|
(5,385
|
) | ||||
Security Deposits |
(775
|
) |
-
|
(775
|
) | ||||
Cash received from sale of Available for sale securities |
286,297
|
-
|
286,297
|
||||||
|
|
|
|||||||
Net Cash Provided by Investing Activities |
280,137
|
-
|
280,137
|
||||||
|
|
|
|||||||
Cash Flows from Financing Activities |
|
|
|
||||||
Issuance of Common Stock for Cash |
53,046
|
18,000
|
71,046
|
||||||
Additional paid in capital donation |
5,363
|
-
|
5,363
|
||||||
|
|
|
|||||||
Net Cash Provided by Financing Activities |
58,409
|
18,000
|
76,409
|
||||||
Increase (decrease) in Cash |
9,159
|
-
|
9,159
|
||||||
|
|
|
|||||||
Cash, Beginning of Period |
-
|
-
|
-
|
||||||
Cash, End of Period | $ |
9,159
|
$ |
-
|
$ |
9,159
|
|||
Interest Paid | $ |
-
|
$ |
-
|
$ |
-
|
|||
Income Taxes Paid | $ |
-
|
$ |
-
|
$ |
-
|
|||
Supplemental schedule of non-cash transactions: | |||||||||
Issuance of common stock in exchange for marketable securities | $ |
742,500
|
$ |
-
|
$ |
742,500
|
|||
Year Ending
|
|
Estimated NOL
& capital loss carry-forward |
|
Estimated
Tax Benefit from NOL |
|
Valuation
Allowance |
|
Change in
Valuation Allowance |
|
Net Tax
Benefit |
|
June 30, 2007
|
|
24,166
|
|
4,471
|
|
(4,471)
|
|
(-)
|
|
--
|
|
June 30, 2008
|
|
812,417
|
|
150,297
|
|
(150,297)
|
|
(145,826)
|
|
--
|
Income tax benefit at statutory rate resulting from net operating loss carryforward |
(15.0)%
|
||
State tax (benefit) net of Federal benefit |
(3.5)%
|
||
Deferred income tax valuation allowance |
18.5 %
|
||
Actual tax rate |
-
|
||
|
The extent to which fair value is less than cost basis, |
|
Historical operating, balance sheet and cash flow data contained in issuer SEC filings and news releases, |
|
Near-term prospects for improvement in the issuer and/or its industry, |
|
Third party research and communications with industry specialists, |
|
Financial models and forecasts, |
|
Discussions with issuer management, and |
|
Ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery in fair value. |
Name
|
Exchange |
Immunosyn (IMYN)
|
OTCBB |
Total
Recorded Cost |
Total
Market Value June 30, 2008 |
Total
Realized Loss |
|
$ 93,750
|
$ 26,875
|
$ 66,875
|
2008 |
$ 9,804
|
||
2009 |
$10,572
|
||
2010 |
$10,572
|
ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
NAME | AGE | POSITION | |
Erik Cooper | 39 | Chairman of the Board, CEO, President | |
John Venette | 44 | Treasurer, Secretary, Director and Chief Financial Officer | |
Michael Friess | 58 | Former CEO | |
Sanford Schwartz | 58 | Former Director |
|
Had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time. |
|
Been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses. |
|
Been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities. |
|
Been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated. |
Annual Compensation
|
Long Term Compensation Awards
|
Payouts
|
||||||||||||||
Name
|
|
Principal
Position |
|
Year
|
|
Salary ($)
|
|
Bonus ($)
|
|
Other Annual Compensation
($) |
|
Restricted
Stock Award(s) ($) |
|
Securities
Underlying Options and SARs(#) |
|
LTIP
Payouts |
Erik Cooper
|
CEO
|
2007
|
$50,000
|
|
|
|
||||||||||
|
|
|
|
|
|
|
||||||||||
John Venette
|
CFO
|
2007
|
$42,000
|
|
|
$14,000
|
||||||||||
|
2006
|
$ -0-
|
|
|
|
NAME AND ADDRESS |
NUMBER OF
SHARES OWNED OR CONTROLLED(1) |
PERCENTAGE
OF SHARES OWNED(1) |
||
Big Eye Capital, Inc. (2)
2425 E. Camelback Road Suite 950 Phoenix, AZ 85016 |
8,051,046
|
59.77%
|
||
|
|
|||
Argyll Equities, LLC
La Jolla, CA |
2,490,000
|
18.48%
|
||
|
|
|||
Erik Cooper (2)
2425 E. Camelback Road Suite 950 Phoenix, AZ 85016 |
8,051,046
|
59.77%
|
||
|
|
|||
John Venette
4710 E Falcon Dr. #213 Mesa, AZ 85215 |
-0-
|
0.00%
|
||
|
|
|||
All Officers and Directors
as a Group (2 persons) |
8,051,046
|
59.77%
|
Exhibit | Number Description of Exhibit |
3.1 | Articles of Incorporation (incorporated by reference to the exhibits to Registrant's Form 8-K filed on October 3, 2007). |
3.2 | By-Laws (incorporated by reference to the exhibits to Registrant's Form 10-SB filed on December 14, 2006). |
31.1 | Certification of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended |
31.2 | Certification of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as amended |
32.1 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer) |
32.2 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer) |
Date: October 14, 2008 | ||
By: | ||
/s/ Erik Cooper
Erik Cooper Chief Executive Officer and Chairman of the Board of Directors |
||
Date: October 14, 2008 | ||
By: | ||
/s/ John Venette
John Venette Chief Financial Officer and Director |
||
Date: October 14, 2008 |
/s/ Erik Cooper
Erik Cooper Chief Executive Officer |
Date: October 14, 2008 |
/s/ John Venette
John Venette Principal Financial Officer |
Date: October 14, 2008 |
/s/ Erik Cooper
Erik Cooper Chief Executive Officer |
Date: October 14, 2008 |
/s/ John Venette
John Venette Chief Financial Officer |