kdsc13d61908.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
Gulf
Onshore, Inc.
(Name of
Issuer)
Common
Stock ($.001 Par Value)
(Class
of
Securities)
4024671046
(CUSIP Number)
4310
Wiley Post Rd., Ste. 201
Addison,
TX 75001
Address
copy
to:
Michele
Sheriff, President
K&D
Equity Investments, Inc.
416 C.R.
364
Melissa,
TX 75454
(972)
837-2085
(Name,
Address and Telephone Number of Person Authorized to
receive
Notices and Communications)
June 13,
2008
(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 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).
1. Names
of Reporting Persons.
I.R.S. Identification Nos. of above
persons (entities only).
K&D Equity Investments, Inc.
(EIN: 32 6648522)
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
4. Source
of Funds (See Instructions)
Asset acquisition; transaction
reported in Form 8-K filed 6/18/2008
5. Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e).
6. Citizenship
or Place of Organization
Nevada
Number
of
7.
Sole Voting
Power 10,500,000
Shares
Beneficially 8. Shared
Voting
Power
Owned by
Each
Reporting 9. Sole
Dispositive
Power Same
Person With
10. Shared
Dispositive
Power
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting
Person
|
10,500,000
12. Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
13. Percent of
Class Represented by Amount in Row (11)
88%
14. Type of
Reporting Person (See Instructions)
CO
Item
1. Security and Issuer
This Form
13-D pertains K&D Equity Investments, Inc.’s acquisition
of 10,000,000 shares of Gulf Onshore, Inc. Par Value $.001 Common
Stock, under provision of an Asset Acquisition Agreement reported on the
Company’s June 18, 2008, 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 lease acquisition and development.
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. acquired the shares under provision of an Asset
Acquisition Agreement reported on the Company’s June 18, 2008, Form
8-K. The shares were issued in exchange for approximately 3,200 acres
of oil, gas and mineral leases, including some currently producing.
Item
4. Purpose of Transaction
K&D
Equity Investments, Inc. acquired the shares in exchange for approximately 3,200
acres of oil, gas and mineral leases in Throckmorton and Shackleford Co.
Texas. Some of the leases are currently producing.
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.
3
Item
5. Interest in Securities of the Issuer
K&D
Equity Investments currently owns 10,500,000 shares of the Issuer’s common
stock, comprising 88% 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 June 18, 2008).
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.
Company
Name
Date: June
19,
2008
By: /s/ Michele
Sheriff
Name: Michele
Sheriff
Title: President