-----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, MPJ99AGuc72bzsHKxzmm+LAyepKzLcyyIz1G/qw3pYtxon1c1RsGS3Rz+Fz8li1e wf+N8IaYfVifsjgiDPQedA== 0001437749-10-001109.txt : 20100416 0001437749-10-001109.hdr.sgml : 20100416 20100415175554 ACCESSION NUMBER: 0001437749-10-001109 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100416 DATE AS OF CHANGE: 20100415 GROUP MEMBERS: JAMES T. MICELI GROUP MEMBERS: LYNN BOOKER 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: 10753126 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: Cuxhaven Holdings Ltd CENTRAL INDEX KEY: 0001386888 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: NUNLEY DAVIS JOLLEY CLUCK AELVOET LLP STREET 2: 1580 SOUTH MAIN STREET, SUITE 200 CITY: BOERNE STATE: TX ZIP: 78006 BUSINESS PHONE: (212) 895-2000 MAIL ADDRESS: STREET 1: C/O THELEN REID ATTN: CHRISTA VON LATTA STREET 2: 900 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 cuxhaven_sc13da2-immunosyn.htm AMENDMENT NO. 2 cuxhaven_sc13da2-immunosyn.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
(RULE 13D-102)
(Amendment No. 2)
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)
     
 
J. Ken Nunley
Cuxhaven Holdings Ltd.
c/o Nunley Davis Jolley Cluck Aelvoet LLP
1580 South Main Street, Suite 200
Boerne, Texas 78006
(830) 816-3333
  
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
November 13, 2007
(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 ÿ.
 
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:  Cuxhaven Holdings Ltd.
  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
                               British Virgin Islands
 
NUMBER OF
 SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
 7.
  SOLE VOTING POWER
                            0
 8.
  SHARED VOTING POWER
                            0
 9.
  SOLE DISPOSITIVE POWER
                            0
10.
  SHARED DISPOSITIVE POWER
                            0
11.
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                               0
12.
  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
 
13.
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                               0%
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:  Lynn Booker
  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
                            0
 9.
  SOLE DISPOSITIVE POWER
                            0
10.
  SHARED DISPOSITIVE POWER
                            0
11.
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                               0
12.
  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
 
13.
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                               0%
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
                            0
 9.
  SOLE DISPOSITIVE POWER
                            0
10.
  SHARED DISPOSITIVE POWER
                            0
11.
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                               0
12.
  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
 
13.
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                               0%
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. 2 to Schedule 13D (this “Amended 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 Amended Schedule 13D is filed by Cuxhaven Holdings Ltd., a British Virgin Islands company (“Cuxhaven”), 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, place of organization, principal business, address of principal business, address of principal office and other information with respect to the Reporting Persons.

Cuxhaven is no longer the owner of any shares of Common Stock of the Issuer.  Cuxhaven is owned by James T. Miceli.  Mr. Lynn Booker has nominal control over the voting and disposition of the Common Stock of the Issuer owned by Cuxhaven, subject to the interests of the beneficial owner, Mr. James T. Miceli.

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

On November 13, 2007, Cuxhaven transferred title to and distributed 500,000 shares of Common Stock of the Issuer owned by it to James T. Miceli, its beneficial owner, and 12,710,000 shares of Common Stock of the Issuer owned by it to Dona Miceli, the wife of James T. Miceli, for no consideration.

ITEM 4.  PURPOSE OF TRANSACTION

On November 13, 2007, Cuxhaven transferred title to and distributed an aggregate of 13,210,000 shares of Common Stock of the Issuer owned by it to its beneficial owner, James T. Miceli, and his wife, Dona Miceli, for no consideration.  See Item 3, above.  As a result, Cuxhaven no longer owns any shares of Common Stock of the Issuer.
 
The Reporting Person has had numerous conversations with other stockholders of the Issuer who believe that a short position exists in the Issuer's stock. The Reporting Person and the other stockholders 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.
 
Except as set forth in this Amended 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 this Amended Schedule 13D.

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

(a)
Amount beneficially owned: no shares of Common Stock
Percent of class:  0%

(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 – 0
 
 
CUSIP No. 452530 10 1
13D
Page 6 of 7
 
(iii)
Sole power to dispose or to direct the disposition of – 0
(iv)
Shared power to dispose or to direct the disposition of – 0
 
(c) 
The information with respect to the disposition of the Common Stock of the Issuer by Cuxhaven, as set forth in Items 3 and 4, is hereby incorporated by reference.
 
(d) 
Not applicable.
 
(e) 
November 13, 2007.
 
ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

The Reporting Persons were subject to a Lock-Up Agreement dated as of September 22, 2006 between the Company and such persons that was terminated as of May 15, 2007.

 

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 Amendment No. 1 to Schedule 13D is true, complete and correct.
 
Dated:
March 31, 2010

 
CUXHAVEN HOLDINGS LTD.
 
 
By:
/s/ Lynn Booker
 
Name:  Lynn Booker
Title:    Director

 
/s/ Lynn Booker
 
Lynn Booker
   
 
/s/ James T. Miceli
 
James T. Miceli
 
 
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