Form SC 13D Immunoclin Corp Filed by: Castor Management Services Inc.

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

 

IMMUNOCLIN CORPORATION

(Name of Issuer)

 

Common Stock, Par Value $0.001 per share

(Title of Class of Securities)

 

45256L 109

(CUSIP Number)

 

Castor Management Services Inc.

9107 Wilshire Blvd., Suite 450

Beverly Hills, CA 90210

Attn: Mark Jordan, President

949.423.7127

 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

 

April 5, 2013

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-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).

 

 

 

CUSIP No. 45256L 109

 

1.	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO.   Castor Management Services Inc.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ¨        (b)  ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)   X
6.	CITIZENSHIP OR PLACE OF ORGANIZATION   Nevada

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER   0 (See Item 4 for additional information relating to the Reporting Person's ownership of shares of Series A Preferred Stock).
	8.	SHARED VOTING POWER   0 (See Item 4).
	9.	SOLE DISPOSITIVE POWER   0 (See Item 4).
	10.	SHARED DISPOSITIVE POWER   0 (See Item 4).

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   0
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0%
14.	TYPE OF REPORTING PERSON   CO

 

 

Item 1.

Security and Issuer

 

This statement on Schedule 13D (this “Schedule 13D”) relates to the common stock, par value $0.001 per share (each, a “Share”, and collectively, the “Shares”), of Immunoclin Corporation, a Nevada corporation (“Immunoclin” or the “Issuer”). The principal executive offices of Immunoclin are located at 1420 N Street NW, Suite 102, Washington, DC 20005.

 

Item 2.

Identity and Background

 

This Schedule 13D is being filed by Castor Management Services Inc. (the “Reporting Person”), a Nevada corporation, which has sole voting and dispositive power over 0 Shares. Mark Jordan is the President of the Reporting Person and is a citizen of the United States.

 

The principal business of the Reporting Person is providing financial and business development services to its clients.

 

The Reporting Person and each of the persons identified above has a business address at 9107 Wilshire Blvd., Suite 450, Beverly Hills, CA 90210.

 

Under an agreement with the Reporting Person, Raymond C. Dabney became a beneficial owner of the Shares. All information relating to Mr. Dabney is incorporated by reference to the Schedule 13D filed by Mr. Dabney on April 14, 2016.

 

Item 3.

Source and Amount of Funds or Other Consideration

 

The Reporting Person acquired the beneficial interest in the Shares that triggered the filing of this Schedule 13D as further described in Item 4 hereto.

 

Item 4.

Purpose of Transaction

 

On April 5, 2013, the Reporting Person entered into a management agreement with the predecessor of the Issuer, Pharma Investing News, Inc. (the "Issuer's Predecessor"), pursuant to which the Issuer's Predecessor issued 10,000,000 shares of common stock to the Reporting Person as compensation for performing consultant services. Pursuant to a prior agreement with the Reporting Person, Raymond C. Dabney became a beneficial owner of these shares of common stock. This issue increased the Reporting Person's beneficial ownership from 0 to 10,000,000 shares of common stock and its beneficial ownership percentage from 0% to 65.1%.

 

On December 13, 2013, the Issuer's Predecessor entered into a takeover agreement with Immunoclin Limited, a United Kingdom corporation ("IMC"), to acquire 100% of the issued and outstanding shares of common stock of IMC from its founder and sole shareholder, Dorothy Bray, in exchange for the issuance of 10,000,000 shares of the Issuer's Predecessor's stock. Also on December 13, 2013, the Issuer issued to Mr. Dabney 1,000,000 shares of common stock as compensation for performing consultant services. These issues decreased the Reporting Person's ownership percentage from 96.5% to 46.8%. (Previously such interest had increased to 96.5% due to the cancellation of outstanding shares of common stock). Under the terms of this takeover agreement, Ms. Bray and the Reporting Person were also each to be issued 500,000 shares of Series A Preferred Stock of the Issuer. As also noted above, pursuant to a prior agreement with the Reporting Person, Mr. Dabney also became a beneficial owner of the shares of Series A Preferred Stock issued to the Reporting Person.

 

 

On December 13, 2013, the Issuer's Predecessor also entered into the Control Shareholder Agreement (the "CSA") with the Reporting Person, BHD Holding B.V., Khadija Benlhassan-Chahour, Ph.D. and CSJ Group LLC. Under the terms of the CSA, the Reporting Person and the other control shareholders agreed to place all 1,000,000 shares of the issued and outstanding Series A Preferred Stock under the beneficial control of the control shareholders in pool with an escrow agent. As of the date hereof, there are 1,000,000 shares of Series A Preferred Stock issued and outstanding. The Certificate of Designation, Preferences and Rights of Series A Preferred Stock (the "Certificate of Designation") established the Series A Preferred Stock as a new class of the Issuer's securities. The Certificate of Designation states, in part, that for as long as there are any of the shares of Series A Preferred Stock issued and outstanding, the holders of such shares, voting separately as a class, will have the right to vote on all shareholder matters equal to 51% of the total vote. In addition, for as long as there are any of the shares of Series A Preferred Stock issued and outstanding, the Issuer will not, without the affirmative vote of at least 66-2/3% of the outstanding Series A Preferred stockholders, (i) amend, alter or repeal any provision of the Articles of Incorporation or the Bylaws of the Issuer that may adversely affect the rights or preferences of the Series A Preferred Stock, (ii) effect reclassification of the Series A Preferred Stock, or (iii) designate any additional series of preferred stock that may adversely affect the rights or preferences of the Series A Preferred Stock. Finally, the Certificate of Designation prohibits the Issuer, without the affirmative vote of at least 66-2/3% of the outstanding Series A Preferred stockholders, from amending, altering or repealing any provision of the Certificate of Designation; provided, however, that the Issuer is permitted to make corrective or similar changes to the Certificate of Designation. The foregoing description of the terms of the Series A Preferred Stock is qualified in its entirety by the provisions of the Certificate of Designation filed as Exhibit 3.1 of the Issuer's Current Report on Form 8-K dated February 6, 2014.

 

On January 14, 2015, the Reporting Person entered into a Stock Purchase Agreement with Mr. Dabney, pursuant to which the Reporting Person sold its 10,000,000 shares of common stock of the Issuer to Mr. Dabney on January 30, 2015. This decreased the Reporting Person's beneficial ownership from 10,000,000 to 0 shares of common stock and its ownership percentage from 34.7% to 0% of the shares of common stock. Also on January 14, 2015, the Reporting Person entered into a Stock Purchase Agreement, pursuant to which the Reporting Person sold its 500,000 shares of Series A Preferred Stock of the Issuer to Mr. Dabney.

 

The Reporting Person retains the right to change its investment intent, from time to time to acquire additional Shares or other securities of the Issuer, or to sell or otherwise dispose of (or enter into plans or arrangements to sell or otherwise dispose of), all or part of the Shares or other securities of the Issuer, if any, beneficially owned by it, in any manner permitted by law. The Reporting Person may engage from time to time in transactions with financial institutions and other parties with respect to the Shares as permitted by law. Other than as described above, the Reporting Person currently has no plans or proposals which would be related to or would result in any of the matters described in Items 4(a)-(j) of the Instructions to Schedule 13D. However, as part of the ongoing evaluation of investment and investment alternatives, the Reporting Person may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, the Reporting Person may hold discussions with or make formal proposals to management or the Board of Directors of the Issuer or other third parties regarding such matters as permitted by law.

 

Item 5.

Interest in Securities of the Issuer

 

(a) – (b)

The responses to Items 7 to 13 on page two of this Schedule 13D are incorporated herein by reference.

 

(c)	Not applicable.

 

(d)

Other than as described in Item 4 above relating to a prior agreement whereby Raymond C. Dabney became the beneficial owner of 10,000,000 shares of common stock and 500,000 shares of Series A Preferred Stock that were previously directly owned by the Reporting Person and subsequently sold to Mr. Dabney, the Reporting Person does not know of any person having the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares beneficially owned by the Reporting Person.

 

(e)	The Reporting Person ceased to be the beneficial owner of more than five percent of the Issuer's common stock on January 30, 2015.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Other than reported in Item 4, to the knowledge of the Reporting Person, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 above, or between such person and any other person with respect to the securities of the Issuer, including, but not limited to, transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

 

 

Item 7.

Material to Be Filed as Exhibits

 

Exhibit 1

Management Agreement, dated April 5, 2013.

 

Exhibit 2

Control Shareholder Agreement, dated December 13, 2013 (incorporated by reference to Exhibit 10.1 of the Issuer's Predecessor's Current Report on Form 8-K dated December 20, 2013).

 

Exhibit 3

Certificate of Designation (incorporated by reference to Exhibit 3.1 of the Issuer's Current Report on Form 8-K dated February 6, 2014).

 

Exhibit 4

Stock Purchase Agreement, dated January 14, 2015 (10,000,000 shares of common stock) (incorporated by reference to Exhibit 4 of the Schedule 13D filed by Raymond C. Dabney on April 14, 2016).

 

Exhibit 5

Stock Purchase Agreement, dated January 14, 2015 (500,000 shares of Series A Preferred Stock) (incorporated by reference to Exhibit 5 of the Schedule 13D filed by Raymond C. Dabney on April 14, 2016).

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: April 18, 2016

 

Signature:

 

	CASTOR MANAGEMENT SERVICES INC.
	By:		/s/ Mark Jordan
			Mark Jordan, President

 

  

 

 Exhibit 1

 

MANAGEMENT AGREEMENT

 

THIS AGREEMENT (the "Agreement") effective as of the Fifth (5^th) day of April, 2013 (the “Effective Date”), entered into between Pharma Investing News, Inc., a Nevada Corporation, with its principal offices located at 1810 East Sahara Avenue, Suite 1571, Las Vegas, Nevada 89104 (the “Company” or “PINV”) and Castor Management Services Inc., a company incorporated under the laws of Nevada, having an address at principal offices located at 9107 Wilshire Blvd., Suite 450, Beverly Hills, CA 90210 (the “Consultant”) in connection with the provision of the Consultant’s services to the Company.

 

WHEREAS:

 

A.

The Company is an internet-based company that provides advertising solutions to pharmaceutical and biotechnology companies;

 

B.

The Company wishes to engage the services of the Consultant as an independent contractor of the Company; and

 

C.

The Company and the Consultant have agreed to enter into a consulting agreement for their mutual benefit.

 

THIS AGREEMENT WITNESSES THAT in consideration of the premises and mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows:

 

1.

ENGAGEMENT AS A CONSULTANT

 

1.1         The Company hereby engages the Consultant as an independent contractor of the Company for financial and business development services (collectively the “Services”) and the Consultant accepts such engagement on the terms and conditions set forth in this Agreement.

 

2.

TERM OF THIS AGREEMENT

 

2.1         The term of this Agreement shall begin as of the Effective Date and shall continue for a three (3) year period or until terminated earlier pursuant to Sections 10 and 11 herein (the “Term”). Any renewal period for this Agreement shall be at the sole discretion of the Company along with the renewal term including any compensation for services during the renewal term.

 

3.

CONSULTANT SERVICES

 

3.1

The Consultant shall undertake and perform the duties and responsibilities commonly associated with the financial and business development. The Consultant agrees that its duties may be reasonably modified at the Company’s and the Consultant’s mutual agreement from time to time.

 

3.2

In providing the Services the Consultant shall:

 

·

comply with all applicable local statutes, laws and regulations;

·

not make any misrepresentation or omit to state any material fact which results in a misrepresentation regarding the business of the Company;

 

 

·

not disclose, release or publish any information regarding the Company without the prior written consent of the Company; and

·

not employ any person in any capacity, or contract for the purchase or rental of any service, article or material, nor make any commitment, agreement or obligation whereby the Company shall be required to pay any monies or other consideration without the Company's prior written consent.

 

4.

CONSULTANT COMPENSATION

 

4.1

Management Fees. As compensation, the Company shall pay the Consultant Ten Million (10,000,000) Rule 144-restricted shares of PINV common stock with a fair market value of seven cents ($0.07) per share, par value $0.001 per share, for services rendered to the Company under this Agreement. Any shares issued for renewal periods under this Agreement shall be at the sole discretion of the Company.

 

5.

NO REIMBURSEMENT OF EXPENSES

 

5.1         The parties agree that the Compensation hereunder shall be inclusive of any and all fees or expenses incurred by the Consultant on the Consultant’s own behalf pursuant to this Agreement including but not limited to the costs of rendering the Services. Notwithstanding the foregoing, the Company shall reimburse the Consultant for any bona fide expenses incurred by the Consultant on behalf of the Company in connection with the provision of the Services provided that the Consultant submits to the Company an itemized written account of such expenses and corresponding receipts of purchase in a form acceptable to the Company within 10 days after the Consultant incurs such expenses. However, the Company shall have no obligation to reimburse the Consultant for any single expense in excess of $500 dollars or $3,000.00 dollars in the aggregate without the express prior written approval of the Company’s Board of Directors.

 

6.

CONFIDENTIALITY

 

6.1         The Consultant shall not disclose to any third party without the prior consent of the Company any financial or business information concerning the business, affairs, plans and programs of the Company its Directors, officers, shareholders, employees, or consultants (the "Confidential Information"). The Consultant shall not be bound by the foregoing limitation in the event (i) the Confidential Information is otherwise disseminated and becomes public information or (ii) the Consultant is required to disclose the Confidential Informational pursuant to a subpoena or other judicial order. As a material inducement to the Company entering into this Agreement, the Consultant shall, at the Company’s request, execute a confidentiality and non-disclosure agreement in a form mutually agreed upon by the Company and the Consultant.

 

7.

GRANTS OF RIGHTS AND INSURANCE

 

7.1         The Consultant agrees that the results and proceeds of the Services under this Agreement, although not created in an employment relationship, shall, for the purpose of copyright only, be deemed a work made in the course of employment under the Canadian law or a work-made-for-hire under the United States law and all other comparable international intellectual property laws and conventions. All intellectual property rights and any other rights (including, without limitation, all copyright) which the Consultant may have in and to any work, materials, or other results and proceeds of the Services hereunder shall vest irrevocably and exclusively with the Company and are otherwise hereby assigned to the Company as and when created. The Consultant hereby waives any moral rights of authors or similar rights the Consultant may have in or to the results and proceeds of the Consulting Services hereunder.

 

 

7.2         The Company shall have the right to apply for and take out, at the Company's expense, life, health, accident, or other insurance covering the Consultant, in any amount the Company deems necessary to protect the Company's interest hereunder. The Consultant shall not have any right, title or interest in or to such insurance.

 

8.

REPRESENTATIONS AND WARRANTIES

 

8.1

The Consultant represents, warrants and covenants to the Company as follows:

 

(a)

the Consultant is not under any contractual or other restriction which is inconsistent with the execution of this Agreement, the performance of the Services hereunder or any other rights of the Company hereunder;

 

(b)

the Consultant is not under any physical or mental disability that would hinder the performance of its duties under this Agreement;

 

9.

INDEMNIFICATION

 

9.1         The Consultant shall indemnify and hold harmless the Company, its partners, financiers, parent, affiliated and related companies, and all of their respective individual shareholders, directors, officers, employees, licensees and assigns from and against any claims, actions, losses and expenses (including legal expenses) occasioned by any breach by the Consultant of any representations and warranties contained in, or by any breach of any other provision of, this Agreement by the Consultant.

 

9.2         The Company shall indemnify and hold harmless the Consultant, its partners, financiers, parent, affiliated and related companies, and all of their respective individual shareholders, directors, officers, employees, licensees and assigns from and against any claims, actions, losses and expenses (including legal expenses) occasioned by any breach by the Company of any representations and warranties contained in, or by any breach of any other provision of, this Agreement by the Company.

 

10.

NO OBLIGATION TO PROCEED.

 

10.1       Nothing herein contained shall in any way obligate the Company to use the Services hereunder or to exploit the results and proceeds of the Services hereunder; provided that, upon the condition that the Consultant is not in material default of the terms and conditions hereof, nothing contained in this section 10.1 shall relieve the Company of its obligation to deliver to the Consultant the Compensation. All of the foregoing shall be subject to the other terms and conditions of this Agreement (including, without limitation, the Company’s right of termination, disability and default).

 

11.

RIGHT OF TERMINATION.

 

11.1       The Company and the Consultant shall each have the right to terminate this Agreement at any time in its sole discretion by giving not less than 30 days written notice. Upon termination of this agreement all monies due to the contractors will be considered paid in full for the term the services were performed. Upon termination of this agreement, the consultant shall continue to work with the company to fulfill the obligations of this agreement.

 

 

12.

DEFAULT/DISABILITY.

 

12.1       No act or omission of the Company hereunder shall constitute an event of default or breach of this Agreement unless the Consultant shall first notify the Company in writing setting forth such alleged breach or default and the Company shall cure said alleged breach or default within 10 days after receipt of such notice (or commence said cure within said ten days if the matter cannot be cured in ten days, and shall diligently continue to complete said cure). Upon any material breach or default by the Consultant of any of the terms and conditions hereof, or the terms and conditions of any other agreement between the Company and the Consultant for the services of the Consultant, the Consultant may cure said alleged breach or default within 10 days after receipt of such notice (or commence said cure within said ten days if the matter cannot be cured in ten days, and shall diligently continue to complete said cure), or the Company shall immediately have the right to suspend or to terminate this Agreement and any other agreement between the Company and the Consultant for the services of the Consultant.

 

13.

COMPANY'S REMEDIES.

 

13.1       The services to be rendered by the Consultant hereunder and the rights and privileges herein granted to the Company are of a special, unique, unusual, extraordinary and intellectual character which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in an action at law, it being understood and agreed that a breach by the Consultant of any of the provisions of this Agreement shall cause the Company irreparable injury and damages. The Consultant expressly agrees that the Company shall be entitled to seek injunctive and/or other equitable relief to prevent a breach hereof the Consultant. Resort to such equitable relief, however, shall not be construed as a waiver of any other rights or remedies which the Company may have in the premises for damages or otherwise.

 

14.

INDEPENDENT CONTRACTORS.

 

14.1       Nothing herein shall be construed as creating a partnership, joint venture, or master-servant relationship between the parties for any purpose whatsoever. Except as may be expressly provided herein, neither party may be held responsible for the acts either of omission or commission of the other party, and neither party is authorized, or has the power, to obligate or bind the other party by contract, agreement, warranty, representation or otherwise in any manner. It is expressly understood that the relationship between the parties is one of independent contractors.

 

15.

MISCELLANEOUS PROVISIONS

 

(a)

Time. Time is of the essence of this Agreement.

 

(b)

Presumption. This Agreement or any section thereof shall not be construed against any party due to the fact that said Agreement or any section thereof was drafted by said party.

 

(c)

Titles and Captions. All article, section and paragraph titles or captions contained in this Agreement are for convenience only and shall not be deemed part of the context nor affect the interpretation of this Agreement.

 

 

(d)

Further Action. The parties hereto shall execute and deliver all documents, provide all information and take or forbear from all such action as may be necessary or appropriate to achieve the purposes of this Agreement.

 

(e)

Savings Clause. If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby.

 

(f)

Assignment. The Company may assign this Agreement, in whole or in part, at any time to any party, as the Company shall determine in its sole discretion; provided that, no such assignment shall relieve the Company of its obligations hereunder unless consented to by the Consultant in writing. The Consultant may assign this Agreement with the prior written consent of the Company.

 

(g)

Notices. All notices required or permitted to be given under this Agreement shall be given in writing and shall be delivered, either personally or by express delivery service, to the party to be notified. Notice to each party shall be deemed to have been duly given upon delivery, personally or by courier, addressed to the attention of the officer at the address set forth heretofore, or to such other officer or addresses as either party may designate, upon at least ten days written notice, to the other party.

 

(h)

Entire agreement. This Agreement contains the entire understanding and agreement among the parties. There are no other agreements, conditions or representations, oral or written, express or implied, with regard thereto. This Agreement may be amended only in writing signed by all parties.

 

(i)

Jurisdiction and Venue. It is the intention of the parties hereto that this Agreement and the performance hereunder and all suits and special proceedings hereunder be construed in accordance with and under and pursuant to the laws of the State of Nevada. Therefore, each of the parties hereto hereby consents to the jurisdiction and venue of the courts of the State of Nevada.

 

(j)

Waiver. A delay or failure by any party to exercise a right under this Agreement, or a partial or single exercise of that right, shall not constitute a waiver of that or any other right.

 

(k)

Counterparts. This Agreement may be executed in duplicate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. In the event that the document is signed by one party and faxed to another the parties agree that a faxed signature shall be binding upon the parties to this agreement as though the signature was an original.

 

(l)

Successors. The provisions of this Agreement shall be binding upon all parties, their successors and permitted assigns.

 

(m)

Counsel. The parties expressly acknowledge that each has been advised to seek separate counsel for advice in this matter and has been given a reasonable opportunity to do so.

 

 

IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement as of the date first written above.

 

PHARMA INVESTING NEWS, INC.

 

Per:
/s/ Robert Lawrence
Robert Lawrence, President

 

CASTOR MANAGEMENT SERVICES INC.

 

Per:
/s/ Mark Jordan
Mark Jordan, President

 

 

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