gulf8k40609.htm
UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d)
of
the
SECURITIES EXCHANGE ACT OF
1934
Date
of Report (Date of earliest event reported): April 3,
2009
Gulf
Onshore, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
(State or
other jurisdiction of incorporation or organization)
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01-28911
(Commission
File Number)
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91-1869677
(IRS
Employer Identification
Number)
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4310 Wiley Post Rd., Ste.
201, Addison, Texas 75001
Address
of principal executive offices)
972-788-4500
(Registrant’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement.
On March
30, 2009, the Company entered into an agreement with Cannex Therapeutics, LLC, a
California limited liability company, and its principal, medical cannabis
pioneer and entrepreneur Steven W. Kubby, to acquire all of their interest in
certain assets used to conduct a cannabis research and development
business. The asset purchase agreement includes all of Cannex’ and
Kubby’s intellectual property rights, formulas, patents, trademarks, client
base, hardware and software, including the website
www.phytiva.com. The Company and its largest shareholder, K & D
Equities, Inc., paid a total of 10,600,000 shares of common stock for the assets
of Cannex; the Company issued 2,100,000 shares to Cannex, and K & D
transferred 8,500,000 shares to Cannex and others, as set out
below.
As part
of the Agreement, the Company has appointed Mr. Kubby as President and CEO,
Richard Cowan as Director and CFO, and Robert Melamede Ph. D., as Director and
Chief Science Officer. Each of them was also appointed as a
director. All of the Company’s current directors then
resigned.
The
Company believes that the combination of this team and the assets purchased
positions the Company at the top of the Medical Cannabis Industry. World
renowned individually in the medical cannabis community, this management team
brings real-world experience to the research & development of medical
cannabis-based pharmaceutical products.
A copy of
the Asset Acquisition Agreement and Board Resolution ratifying the Agreement are
provided as exhibits hereto.
Item
3.02 Unregistered Sales of Equity Securities.
As referenced above, the Company issued
2,100,000 shares of $.001 par value common stock to
Cannex. Separately, K & D transferred 4,896,000 shares to Cannex,
and an additional 3,604,000 shares to others, including 1,007,000 each to Mr.
Cowan and Dr. Melamede.
Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
R. Wayne
Duke, Jeffrey Joyce and Michele Sheriff all resigned as officers and directors
of the Company, immediately after appointing Messrs. Kubby and Cowan and Dr.
Melamede.
Mr.
Kubby, the founder of Cannex, is an entrepreneur with a wide range of experience
and success in businesses ranging from property management to publishing to
political fundraising. He received his BA in Psychobiology from California State
University and holds a lifetime teaching credential. Mr. Kubby is a
long-term survivor, for more than three decades, of a rare form of adrenal
cancer with a mortality prognosis of 6-12 months. Leading specialists in the US
and Canada have confirmed that his survival is due to medical cannabis. Mr.
Kubby is the executive director of the American Medical Marijuana Association,
an internationally recognized organization comprised of doctors, lawyers, nurses
and patients working for the rights of medical cannabis patients primarily in
the United States and Canada. Mr. Kubby played a key role in the drafting and
passing of California's historic medical cannabis initiative (Proposition 215)
in 1996. He has also authored two books on drug policy reform. As a widely
recognized medical marijuana pioneer and political leader, Mr. Kubby is
intimately familiar with the legal and regulatory problems involved in
developing and marketing cannabinoid-based pharmaceuticals.
Mr. Cowan
has a Bachelor of Arts in Economics from Yale University. He has served on the
board of several public companies as a specialist in mergers and acquisitions
with a focus on corporate finance. Mr. Cowan is a former CEO of the National
Organization for the Reform of Marijuana Laws (NORML) Mr. Cowan has had national
media coverage for several topics including writings on National Review Cover Article
"Why Conservatives Should Support the Legalization of Marijuana". In his book
Smoke and Mirrors, Dan
Baum said that this article "opened a second front in the War on Drugs". Mr.
Cowan has written for a variety of newspapers and other publications, and has
appeared on numerous news programs, such as CNN, and talk shows, including
Posner/Donahue. Mr. Cowan’s broad knowledge of the medical cannabis world in
USA, Canada, and Europe prompted him to create archives and current information
for public information about medical cannabis through his www.marijuananews.com
website.
Dr.
Melamede has a Ph.D. in Molecular Biology and Biochemistry from the City
University of New York. Dr. Melamede is a retired Chairman of the Biology
Department at University of Colorado, Colorado Springs in 2005, where he
continues to teach and research cannabinoids, cancer, and DNA repair. Dr.
Melamede is recognized as a leading authority on the therapeutic uses of
cannabis, and has authored or co-authored dozens of papers on a wide variety of
scientific subjects. Dr. Melamede also serves on the Advisory Board of The
Journal of the International Association for Cannabis as Medicine, and the
Scientific Advisory Board Medical of the Marijuana Policy Advocacy Project, as
well as the Scientific Advisory Board of Americans for Safe Access. Please visit
www.phytiva.com
and www.youtube.com to
view speeches by Dr. Robert Melamede speaking on the effectiveness of Medical
Cannabinoids on for a number of different medical applications.
Item
7.01. Regulation FD Disclosure.
The
information provided pursuant to this Item 7.01 shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange
Act") or incorporated by reference into those filings of the Company that
provide for the incorporation of all reports and documents filed by the Company
under the Exchange Act. The information furnished pursuant to this Item 7.01
shall instead be deemed "furnished."
Item
9.01 Financial Statements and Exhibits
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Exhibit
10.1
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Asset
Acquisition Agreement
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Exhibit
99.1
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Board
Resolution Ratifying Agreement
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Exhibit
99.2
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March
30, 2009, Press Release
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SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the Registrant
has duly caused this Report to be signed on its behalf by the undersigned
hereunto duly authorized.
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April
6, 2009
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Gulf
Onshore, Inc.
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/s/ Steven
W. Kubby
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Steven
W. Kubby, President
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