-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Qw8JUycvkA/YhpibFuqQRmdMAuMHeKXYRDozPHE1nCeqgclugn0kQuk7AD+nWOia CvtaibuvxYHzRyf/N4fB0w== 0001437749-10-001105.txt : 20100416 0001437749-10-001105.hdr.sgml : 20100416 20100415175420 ACCESSION NUMBER: 0001437749-10-001105 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100416 DATE AS OF CHANGE: 20100415 GROUP MEMBERS: DOUGLAS MCCLAIN, JR. GROUP MEMBERS: JAMES T. MICELI SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IMMUNOSYN CORP CENTRAL INDEX KEY: 0001375623 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 205322896 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82677 FILM NUMBER: 10753118 BUSINESS ADDRESS: STREET 1: 4225 EXECUTIVE SQUARE SUITE 260 CITY: LA JOLLA STATE: CA ZIP: 92037 BUSINESS PHONE: 858-200-2320 MAIL ADDRESS: STREET 1: 4225 EXECUTIVE SQUARE SUITE 260 CITY: LA JOLLA STATE: CA ZIP: 92037 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Argyll Equities, LLC CENTRAL INDEX KEY: 0001388128 IRS NUMBER: 810574315 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4225 EXECUTIVE SQUARE CITY: LA JOLLA STATE: CA ZIP: 92037 BUSINESS PHONE: (212) 603-6748 MAIL ADDRESS: STREET 1: C/O THELEN REID ATTN: CHRISTA VON LATTA STREET 2: 875 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 argyllequities_sc13da3-imm.htm AMENDMENT NO. 3 argyllequities_sc13da3-imm.htm
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
(RULE 13D-102)
(Amendment No. 3)
Under the Securities Exchange Act of 1934
 
 
Immunosyn Corporation
(Name of Issuer)
 
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
 
452530 10 1
(CUSIP Number)
 
Douglas McClain, Jr.
Argyll Equities, LLC
10815 Rancho Bernardo Road
Suite 101
San Diego, California 92127
(858) 200-2320
  
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
September 17, 2008 and December 14, 2009
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d–1(e), 13d-1(f) or 13d-1(g), check the following box o.
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7(b) for other parties to whom copies are to be sent.
 
*The remainder of this cover page shall be filled out for a Reporting Person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
(Continued on Following Pages)
(Page 1 of 7 Pages)
 
 
 
CUSIP No. 452530 10 1
13D 
 Page 2 of 7
 
1.
  NAME OF REPORTING PERSONS:  Argyll Equities, LLC
  IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): ____________
2.
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
 (a) o
 (b) x*
3.
  SEC USE ONLY
 
4.
  SOURCE OF FUNDS
 
5.
  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
  TO ITEMS 2(d) OR 2(e)   o
6.
  CITIZENSHIP OR PLACE OF ORGANIZATION
                               Texas
 
NUMBER OF
 SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
 7.
  SOLE VOTING POWER
                            0
 8.
  SHARED VOTING POWER
                             11,758,287
 9.
  SOLE DISPOSITIVE POWER
                            0
10.
  SHARED DISPOSITIVE POWER
                             11,758,287
11.
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                                11,758,287
12.
  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   o
 
13.
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                               4.39%
14.
  TYPE OF REPORTING PERSON
                               CO
*  See Item 2 hereof

 
 
 
CUSIP No. 452530 10 1
13D 
 Page 3 of 7
 
1.
  NAME OF REPORTING PERSONS:  Douglas McClain, Jr.
  IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): ____________
2.
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP         
 (a) o
 (b) x*
3.
  SEC USE ONLY
 
4.
  SOURCE OF FUNDS
 
5.
  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
  TO ITEMS 2(d) OR 2(e)   o
6.
  CITIZENSHIP OR PLACE OF ORGANIZATION
                               United States
 
NUMBER OF
 SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
 7.
  SOLE VOTING POWER
                            0
 8.
  SHARED VOTING POWER
                             11,758,287 **
 9.
  SOLE DISPOSITIVE POWER
                            0
10.
  SHARED DISPOSITIVE POWER
                             11,758,287
11.
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                                5,879,144
12.
  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES      o
 
13.
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                               2.20%
14.
  TYPE OF REPORTING PERSON
                               IN
*  See Item 2 hereof
 
 
 
 
CUSIP No. 452530 10 1
13D 
 Page 4 of 7
 
1.
  NAME OF REPORTING PERSONS:  James T. Miceli
  IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): ____________
2.
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   
 (a) o
 (b) x**
3.
  SEC USE ONLY
 
4.
  SOURCE OF FUNDS
 
5.
  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
  TO ITEMS 2(d) OR 2(e)   o
6.
  CITIZENSHIP OR PLACE OF ORGANIZATION
                               United States
NUMBER OF
 SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
 7.
  SOLE VOTING POWER
                            0
 8.
  SHARED VOTING POWER
                             11,758,287
 9.
  SOLE DISPOSITIVE POWER
                            0
10.
  SHARED DISPOSITIVE POWER
                             11,758,287
11.
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                                5,879,144
12.
  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    o
 
13.
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                               2.20%
14.
  TYPE OF REPORTING PERSON
                               IN
*  See Item 2 hereof
 
 
 
 
CUSIP No. 452530 10 1
13D 
 Page 5 of 7
 
ITEM 1.  SECURITY AND ISSUER

This Amendment No. 3 to Schedule 13D (this “Schedule 13D”) relates to the common stock, par value $0.0001 per share (the “Common Stock”), of Immunosyn Corporation, a Delaware corporation (the “Issuer”).  The principal executive office of the Issuer is located at 10815 Rancho Bernardo Road, Suite 101, San Diego, California 92127.

ITEM 2.  IDENTITY AND BACKGROUND

This Schedule 13D is filed by Argyll Equities, LLC, a Delaware limited liability company (“Argyll”), and the other persons named on Exhibit A to the original filing hereof (each a “Reporting Person” and together the “Reporting Persons”).  Exhibit A (previously filed) also sets forth the name, business address, present principal occupation and other information with respect to the Reporting Persons.  The business address of the Reporting Persons recently changed to 10815 Rancho Bernardo Road, Suite 101, San Diego, California 92127 but the other information in Exhibit A (previously filed) remains the same.

Argyll is the owner of  11,758,287 shares of Common Stock of the Issuer.  Argyll is jointly owned 50/50 by its members, Douglas McClain, Jr. and James T. Miceli.  There is no agreement or arrangement by Argyll with respect to the voting or disposition of any securities of the Issuer owned by Argyll.
 
ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Argyll disposed of 574,677 shares of Common Stock of the Issuer to a third party for approximately $2,384,909.50 in deemed value on or about June 16, 2008 and effective as of September 17, 2008 in a privately negotiated transaction which was in partial settlement of certain unrelated litigation.
 
On December 4, 2009, Argyll Equities entered into a settlement agreement in certain unrelated litigation pursuant to which it agreed to retire an aggregate of 2,950,000 shares of Common Stock of the Issuer held by it to the treasury of the Issuer for no consideration. Such shares were retired effective December 14, 2009.

ITEM 4.  PURPOSE OF TRANSACTION
 
Argyll disposed of 574,677 shares of Common Stock of the Issuer to a third party for approximately $2,384,909.50 (or $4.15 per share) in deemed value in a privately negotiated transaction on or about June 16, 2008 and effective as of September 17, 2008 which was in partial settlement of certain unrelated litigation.  Argyll retired 2,950,000 shares of Common Stock of the Issuer to the treasury of the Issuer for no consideration effective December 14, 2009 in partial settlement of certain unrelated litigation. Argyll continues to own 11,758,287 shares of Common Stock of the Issuer.
 
 
 
 
CUSIP No. 452530 10 1
13D 
 Page 6 of 7
 
James T. Miceli has had numerous conversations with other stockholders of the Issuer who believe that a short position exists in the Issuer's stock. James T. Miceli and the other stockholders of the Issuer are considering ways to address the short position. Proposals have included a reverse stock split or retirement of most of the outstanding shares of the Issuer. Douglas A. McClain, Jr. has not been involved in any of these conversations nor has he reviewed or approved any proposals in any capacity including as an officer, director or 50% owner of Argyll Equities, LLC.
 
Although no Reporting Person has formulated any definitive plans not heretofore disclosed or set forth herein, each may from time to time acquire Common Stock of the Issuer or dispose of Common Stock of the Issuer through open-market or privately negotiated transactions or otherwise if and when each deems it appropriate.  Each Reporting Person may formulate other purposes, plans or proposals relating to any of such securities of the Issuer to the extent deemed advisable in light of market conditions, investment policies and other factors.

Except as set forth in this Schedule 13D, the Reporting Persons do not presently have any specific plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER
 
The Reporting Persons’ beneficial ownership is as follows:

 
(a)
Amount beneficially owned:  11,758,287 shares of Common Stock
    Percent of class:  4.39% based on 267,552,719 shares of Common Stock issued and outstanding
 
 
(b)
Number of shares as to which the Reporting Persons have:
     
    (i)         Sole power to vote or to direct the vote -  0
    (ii)        Shared power to vote or to direct the vote –  11,758,287
    (iii)       Sole power to dispose or to direct the disposition of - 0
    (iv)       Shared power to dispose or to direct the disposition of –  11,758,287
 
 
(c)
The information with respect to the disposition of the Common Stock of the Issuer by Argyll, as set forth in Items 3 and 4, is hereby incorporated by reference.

 
(d)
Not applicable.

 
(e)
December 14, 2009.

ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
 
Argyll was subject to a Sales Plan Agreement dated August 23, 2007 (but effective on or about October 26, 2007) between Argyll and BMA Securities Inc. that contained certain plans with regard to future sales by Argyll of the Common Stock of the Issuer (previously filed), which agreement expired by its terms on or about October 27, 2008.
 
 
 
 
CUSIP No. 452530 10 1
13D 
 Page 7 of 7
 
 
SIGNATURE
 
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this Schedule 13D is true, complete and correct.
 
Dated: April 11, 2010
 
      ARGYLL EQUITIES, LLC  
         
 
    
By: /s/ Douglas McClain, Jr.
  
 
    
Name: Douglas McClain, Jr.
Title: President
  
 
 
    
By: /s/ Douglas McClain, Jr.
  
 
    
Name: Douglas McClain, Jr.
  
 
 
    
/s/ James T. Miceli
  
 
    
James T. Miceli
  

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