UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549





FORM 10-K/A2


(Amendment No. 2)





x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the Fiscal Year Ended December 31, 2008





 ̈ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the transition period from _____ to _____





Commission file number 005-82677





IMMUNOSYN CORPORATION


(Exact Name of Registrant as Specified in its Charter)





Delaware
20-5322896(State or other jurisdiction of

incorporation or organization)
(IRS Employer

Identification No.)





4225 Executive Square, Suite 260, La Jolla, CA 92037
92037(Address of Principal Executive Offices)
(Zip Code)





(888) 853-3663


(Registrant’s Telephone Number, Including Area Code)





Securities registered pursuant to Section 12(b) of the Act:  None





Securities registered pursuant to Section 12(g) of the Act:  Common Stock





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes  ̈ No x





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes  ̈ No x





Note —Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.





Indicate by check mark if the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.  Yes x No  ̈





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements  incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     ̈










Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of  “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):





Large Accelerated Filer    ̈          Accelerated Filer   x          Non-Accelerated Filer    ̈          Smaller reporting Company   x





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes  ̈ No x





The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of June 30, 2008 was approximately $140,434,214.





As of March 12, 2009, the Company had 272,200,976 issued and outstanding shares of Common Stock.





DOCUMENTS INCORPORATED BY REFERENCE





The following documents of the Issuer are incorporated by reference in this Report: NONE











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EXPLANATORY NOTE





This Amendment No. 2 to Annual Report on Form 10-K is being filed to amend and restate the information in Exhibits 31.1 and 31.2 of the original Annual Report on Form 10-K filed with the US Securities and Exchange Commission on March 16, 2009 which inadvertently omitted certain language regarding internal control over financial reporting therein.








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PART IV





Item 15.
Exhibits and Financial Statement Schedules.








3.
Exhibits





The following exhibits are filed with this Amendment No. 2 to Annual Report on Form 10-K.





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.










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SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 2 to report to be signed on its behalf by the undersigned, thereunto duly authorized.





Dated:  March 30, 2010





IMMUNOSYN CORPORATIONBy:
/s/ Douglas A. McClain, Jr.Douglas A. McClain, Jr.

Chief Financial and Accounting Officer





Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Amendment No. 2 to report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated:





Signature

Title

Date/s/ Stephen D. Ferrone

President, Chief Executive Officer, Director (Principal Executive Officer)

March 30, 2010Stephen D. Ferrone/s/ Douglas A. McClain, Jr.

Chief Financial and Accounting Officer, Director (Principal Financial

March 30, 2010Douglas A. McClain, Jr.

and Accounting Officer)







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