Item
1. Security and
Issuer
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This Form
13-D pertains to K&D Equity Investments, Inc.’s disposition of shares under
provision of an Asset Acquisition Agreement reported on the Company’s April 6,
2009, Form 8-K.
Item
2. Identity and Background
This Form
13-D is filed by K&D Equity Investments, Inc. (“Reporting
Person”). K&D is a Texas corporation; its address is 416 C.R.
364, Melissa, TX 75454. Reporting Person engages in oil
and gas exploration and development, real estate speculation, and investments in
public and private companies.
During
the last five years, neither the Reporting Person nor any of its officers or
directors has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
During
the last five years, neither the Reporting Person nor any of its officers or
directors has been party to a civil proceeding of a judicial or administrative
body of competent jurisdiction that resulted in 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.
K&D
is a Texas corporation.
Item
3. Source and Amount of Funds or Other Consideration
K&D
Equity Investments, Inc. disposed of the shares under provision of an Asset
Acquisition Agreement reported on the Company’s April 6, 2009, Form
8-K.
Item
4. Purpose of Transaction
K&D
Equity Investments, Inc. disposed of the shares as partial consideration for the
Company’s acquisition of the assets of Cannex Thereapeutics, LLC, as reported on
the Company’s April 6, 2009, Form 8-K.
Depending
upon market conditions and other factors that the Reporting Person deems
material, (i) it may purchase additional shares of Common Stock or
other securities of the Issuer in the open market, in private transactions or
from the Issuer, or may dispose of all or a portion of the shares of Common
Stock or other securities of the Issuer that it now owns or hereafter may
acquire, and (ii) it may from time to time develop plans respecting, or propose
changes in, the management, composition of the board of directors, policies,
operations, capital structure or business of the Issuer, including a possible
recapitalization or sale of the Issuer. Except as described in the preceding
sentence, the Reporting Person does not have any present plans or proposals that
relate to, or that would result in, any of the events described in paragraphs
(a) to (j) of Item 4 of the Schedule 13D instructions. The Reporting Person
reserves the right to formulate plans or make proposals, and take such actions
with respect to its investment in the Issuer, including any or all of
the items specified in paragraphs (a) to (j) of Item 4 of the Schedule 13D
instructions and any other actions as it may determine.
Item
5. Interest in Securities of the Issuer
K&D
Equity Investments currently owns 1,200,000 shares of the Issuer’s common stock,
comprising 5.9% of its total issued and outstanding stock as reported in its
most recent Form 10-QSB filing, as calculated in accordance with SEC Rule
13d-3. It has sole voting and dispositive authority with respect to
these shares. It has not purchased or sold any shares of the Issuer’s
common stock within the past 60 days.
Item
6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
None
Item
7. Material to be Filed as Exhibits
None (the
Asset Acquisition Agreement with exhibits is attached to the Issuer’s Form 8-K,
filed April 6, 2009).
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.
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K & D
Equity Investments, Inc. |
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Date:
May 5, 2009 |
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By: /s/ Michele
Sheriff |
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Name:
Michele Sheriff |
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Title:
President |
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