UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. _____)*
(Name
of
Issuer)
COMMON
STOCK
(Title
of
Class of Securities)
24983U104
(CUSIP
Number)
NEWPORT
CAPITAL CORP.
Rennweg
28, Zurich, Switzerland, CH-8001
Telephone:
011-41-795-986-147
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
July
9, 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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box.
SYMBOL
*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 the
disclosures provided in a prior cover page.
The
information required in 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).
Names
of
Reporting
Persons
NEWPORT
CAPITAL CORP.
I.R.S.
Identification Nos. of above persons (entities only).
|
1.
|
Check
the Appropriate Box if a Member of a Group (
See
Instructions)
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3.
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Source
of Funds (See Instruction):
OO.
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4.
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Check
if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or
2(e):
o
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5.
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Citizenship
or Place of Organization:
Belize.
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Number
of
Shares Beneficially by Owned by Each Reporting Person With:
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7.
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Sole
Voting Power:
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11,582,998
shares.
(1)
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8.
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Shared
Voting Power:
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None
|
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9.
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Sole
Dispositive Power:
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11,582,998
shares.
(1)
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10.
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Shared
Dispositive Power:
|
None
|
|
11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person:
11,582,998
shares.
(1)
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|
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
(
See
Instructions
):
o
|
|
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13.
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Percent
of Class Represented by Amount in Row (11):
18.6%.
(1),
(2)
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|
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14.
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Type
of Reporting Person (
See
Instructions):
CO.
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Notes:
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(1)
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The
filing of this statement by the Reporting Person shall not be construed
as
an admission that the Reporting Person is, for the purposes of Section
13(d) or 13(g) of the Act, the beneficial owner of any securities
covered
by the statements herein.
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(2)
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Based
on 62,235,574 shares of common stock issued and outstanding as of
August
28, 2007.
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This
statement on Schedule 13D is filed pursuant to Rule 13d-1(d) under the
Securities Exchange Act of 1934
, as amended.
ITEM
1. SECURITY
AND ISSUER.
This
statement relates to the voting common stock, $0.001 par value, of Dermisonics,
Inc., a Nevada Corporation (“Issuer”). The Issuer maintains its
principal executive offices at 2 Park Plaza, Suite 450, Irvine, California
92614.
ITEM
2. IDENTITY
AND BACKGROUND
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A.
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Names
of Persons filing this
Statement:
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This
statement is filed by Newport Capital Corp. (the “Reporting
Person”).
Brent
Pierce is an officer and director of Newport Capital, and the Board of Newport
Capital has delegated to him sole dispositive and voting power with respect
to
shares of common stock owned by Newport Capital.
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B.
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Residence
or Business Address:
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Newport
Capital Corp.
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Brent
Pierce:
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Rennweg
28
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c/o
Newport Capital Corp.
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Zurich,
Switzerland, CH-8001
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Rennweg
28
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Zurich,
Switzerland, CH-8001
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C.
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Present
Principal Occupation and
Employment:
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Newport
Capital is a corporation organized under the laws of Belize and is principally
involved in the business of providing various administrative and management
services to both reporting and non-reporting companies.
Mr.
Pierce provides various administrative and management services to both reporting
and non-reporting companies.
Neither
the Reporting Person nor Mr. Pierce has been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors) during the
last five years.
Other
than an order issued in June 1993 by the British Columbia Securities Commission
(the “BCSC”) pursuant to a settlement agreement entered into as of the same date
between Mr. Pierce and the BCSC, during the last five years, neither the
Reporting Person nor Mr. Pierce has been a party to any civil proceeding of
a
judicial or administrative body of competent jurisdiction where, as a result
of
such proceeding, there was or is a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such
laws.
Newport
Capital is a Belize corporation. Mr. Pierce is a Canadian
citizen.
ITEM
3. SOURCE
AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On
July
9, 2007, the Issuer approved the issuance of an aggregate of 11,582,998 of
the
Issuer’s common stock to the Reporting Person in
settlement of certain indebtedness of the Company to the Reporting Person at
a
deemed issuance price of $0.07 per share for a total deemed issuance price
of
$810,810.
ITEM
4. PURPOSE
OF TRANSACTION
As
indicated above in Item 3, the purpose of the transaction was the settlement
of
$810,810 in indebtedness of the Issuer to the Reporting Person.
Subject
to all relevant securities law restrictions, the Reporting Person and/or Mr.
Pierce may acquire or dispose of securities of the Issuer from time to time
in
the open market or in privately negotiated transactions with third parties,
subject to and depending upon prevailing market conditions for such
securities.
As
disclosed in a preliminary Proxy Statement on Schedule 14A as filed by the
Issuer with the SEC on August 29, 2007, the Issuer has proposed (i) to
consolidate the Issuer’s current issued and outstanding share capital on a one
(1) new share for seventy-three (73) old share basis such that the Issuer’s
issued and outstanding share capital would be reduced from 62,235,574 common
shares to 852,542 common shares and (ii) to amend the Issuer’s Articles of
Incorporation to increase the Company’s authorized share capital from
100,000,000 shares of common stock to 500,000,000 shares of common stock with
the same par value of $0.001 per share.
Except
as
otherwise disclosed herein, neither the Reporting Person nor Mr. Pierce has
any
current plans or proposals that relate to or would result in:
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(a)
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the
acquisition by any person of additional securities of the Issuer,
or the
disposition of securities of the
Issuer;
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(b)
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any
extraordinary corporate transaction, such as a merger, reorganization
or
liquidation, involving the Issuer or any of its
subsidiaries;
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(c)
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a
sale or transfer of a material amount of the assets of the Issuer
or any
of its subsidiaries;
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(d)
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any
change in the present board of directors or management of the Issuer,
including any plans or proposals to change the number or term of
directors
or to fill any existing vacancies on the
board;
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(e)
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any
material change in the present capitalization or dividend policy
of the
Issuer;
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(f)
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any
other material change in the Issuer's business or corporate structure
including, but not limited to, if the Issuer is a registered closed-end
investment company, any plans or proposals to make
any
changes in its investment policy for which a vote is required by
Section
13 of the Investment Company Act of
1940;
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(g)
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changes
in the Issuer's charter, bylaws or instruments corresponding thereto
or
other actions which may impede acquisition of control of the Issuer
by any
person;
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(h)
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causing
a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in
an
inter-dealer quotation system of a registered national securities
association;
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(i)
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a
class of equity securities of the Issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Act;
or
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(j)
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any
action similar to any of those enumerated
above.
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ITEM
5. INTEREST
IN SECURITIES OF THE ISSUER.
The
filing of this statement by the Reporting Person shall not be construed as
an
admission that the Reporting Person or Mr. Pierce is, for the purposes of
Section 13(d) or 13(g) of the Act, the beneficial owner of any securities
covered by the statements herein.
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(a)
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For
the purposes of this statement, the Reporting Person is reporting
herein
that as of the close of business on July 9, 2007 and to the date
hereof,
Newport Capital was the beneficial owner of 11,582,998
shares
(or approximately 18.6%) of the Issuer’s common stock. The
Board of Newport Capital has delegated to Mr. Pierce sole dispositive
and
voting power with respect to common shares owned by Newport
Capital.
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In
addition to Mr. Pierce, the other officer and director of Newport Capital is
Naxos Limited, which is organized under the laws of Mauritius, and has a
principal business address at Suite 240 Barkly Wharf, Le Caudan Waterfront,
Port
Louis, Mauritius. Naxos Limited is principally involved in the
business of providing management consulting services. During the last
five years, Naxos Limited (i) has not been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors) and (ii) has not been
a
party to any civil proceeding of a judicial or administrative body of competent
jurisdiction where, as a result of such proceeding, there was or is a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding
any
violation with respect to such laws.
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(b)
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For
the purposes of this statement, the Reporting Person is reporting
herein
that as of July 9, 2007 and to the date hereof, Newport Capital,
through
Mr. Pierce, had the sole power to vote or to direct the voting of,
or to
dispose or to direct the disposition of, 11,582,998
shares
(or approximately 18.6%) of the Issuer’s common
stock.
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(c)
|
As
of July 9, 2007 and to the date hereof, and within the sixty day
period
prior thereto, to the best knowledge and belief of the undersigned,
no
transactions involving the Issuer’s equity securities had been engaged in
by Newport Capital or Mr. Pierce other than as disclosed
herein.
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(d)
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As
of July 9, 2007 and to the date hereof, to the best knowledge and
belief
of the undersigned, no person other than Newport Capital or Mr. Pierce
had
the right to receive or the power to direct the receipt of dividends
from,
or the proceeds from the sale of, the Issuer’s equity
securities.
|
ITEM
6.
CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF
THE
ISSUER.
Except
as
disclosed herein, neither the Reporting Person nor Mr. Pierce has any contract,
arrangement, understanding or relationship with respect to securities of the
Issuer including, but not limited to, transfer or voting of any of the
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. Further, neither the Reporting Person nor Mr.
Pierce has pledged securities of the Issuer, nor are the securities of the
Issuer held by the Reporting Person subject to a contingency, the occurrence
of
which would give another person voting power or investment power over such
securities.
ITEM
7. MATERIAL
TO BE FILED AS EXHIBITS.
Not
applicable.
SIGNATURES
After
reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
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NEWPORT
CAPITAL
CORP.
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Dated:
September 11, 2007
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By:
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/s/ Brent
Pierce
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Brent
Pierce, President
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1840400.1
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