SC 13D 1 f13d080818_sc13d.htm SCHEDULE 13D Schedule 13D

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No._____)*

 

 

TYG Solutions Corp. 

(Name of Issuer)

 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

873147102

(CUSIP Number)

 

John Huemoeller

3805 Old Easton Rd.

Doylestown, Pennsylvania 18902

760-607-8268

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

February 3, 2017

 (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).

 

 

 


 

 

 

 

 

 

 

CUSIP No. 873147102

 

13D

 

 

 

 

 

 

 

 

 

 

1.

 

NAMES OF REPORTING PERSONS

 

Kettner Investments, LLC (fka General Hemp, LLC)

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)

(a)  [   ]

(b)  [   ] 

 

3.

 

SEC USE ONLY

 

4.

 

SOURCE OF FUNDS (see instructions)

 

PF, OO

 

5.

 

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  [   ]

  

6.

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7.

 

SOLE VOTING POWER

 

6,817,067

8.

 

SHARED VOTING POWER

 

0

9.

 

SOLE DISPOSITIVE POWER

 

6,817,067

10.

 

SHARED DISPOSITIVE POWER

 

0

 

 

 

 

11.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,817,067

 

12.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

(see instructions)  [   ]

 

13.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.8%

 

14.

 

TYPE OF REPORTING PERSON (see instructions)

 

OO

 

 


 

 

ITEM 1. SECURITY AND ISSUER

 

This statement on Schedule 13D (“Schedule 13D”) relates to the common stock, par value $0.0001 per share (the “Common Stock”) of TYG Solutions Corp., a Delaware corporation (the “Issuer”).  The address of the principal executive offices of the Issuer is 3805 Old Easton Road, Doylestown, Pennsylvania 18902.

 

ITEM 2. IDENTITY AND BACKGROUND

 

(a)This statement is filed by Kettner Investments, LLC, a Delaware limited liability company (the “Reporting Person”). 

(b)The Reporting Person’s address is: 3805 Old Easton Rd., Doylestown, Pennsylvania 18902. 

(c)The Reporting Person is not an officer or director of Issuer. 

(d)The Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years. 

(e)The Reporting Person has not been a party to a civil proceeding of a judicial or administrative body resulting 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. 

(f)The Reporting Person is a Delaware limited liability company. 

 

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

 

On February 3, 2017, the Reporting Person purchased 7,500,000 shares of Common Stock of the Issuer in a private transaction pursuant to a Common Stock Purchase Agreement (the “Purchase Agreement”) in exchange for $270,000.  The acquisition of these shares of Common Stock previously triggered the requirement to file this Schedule 13D.  As of February 3, 2017, the Reporting Person owned 78.7% of the class of Common Stock of the Issuer.  This calculation assumed 9,530,000 shares of common stock were outstanding as of November 21, 2016 based on the Issuer’s Quarterly Report on Form 10-Q filed on November 21, 2016.

 

On July 25, 2018, the Reporting Person transferred 3,750,000 shares of Common Stock to a third party in a private transaction in exchange for a promissory note issued to Reporting Person in the amount of $135,000.

 

On July 25, 2018, the Issuer entered into a Share Exchange Agreement (the “Share Exchange”) with Kannalife Sciences, Inc., a Delaware corporation (“Kannalife”) and certain stockholders of Kannalife (the “Kannalife Stockholders”), including the Reporting Person, whereby the Reporting Person exchanged its shares in Kannalife for 3,067,067 shares of Common Stock of the Issuer.

 

ITEM 4. PURPOSE OF TRANSACTION

 

The purpose of this Schedule 13D is to report the acquisition of 7,500,000 shares of Common Stock by the Reporting Person on February 3, 2017, the subsequent transfer of 3,750,000 shares of Common Stock on July 25, 2018, and the subsequent acquisition of 3,067,067 shares of Common Stock of the Issuer pursuant to the Share Exchange.

 

The Common Stock held by the Reporting Person was acquired for investment purposes in the ordinary course of Reporting Person’s business or investment activities, as the case may be.

 

The Reporting Person may acquire additional Common Stock, dispose of all or some of the Common Stock from time to time, in each case in open market or private transactions, block sales or purchases or otherwise, or may continue to hold the Common Stock, depending on business and market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors.

 

Except to the extent the foregoing may be deemed a plan or proposal, the Reporting Person has no present plan or proposal which relates to, or could result in, any of the events referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. The Reporting Person may, at any time and from time to time, review or reconsider his position and/or change his purpose.

 

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

 

(a)The aggregate number of shares of Common Stock to which this Schedule 13D relates is 6,817,067 shares.  The Common Stock represents approximately 9.8% of the common stock outstanding of Issuer as of July 25, 2018. 

 

(b)Reporting Person has sole voting and dispositive power over the shares of common stock of which Reporting Person owns.   

 

(c)See Item 3, above. 

 

(d)Not Applicable. 


 

 

(e)Not Applicable. 

 

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

 

None.

 

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

 

Exhibit 1.   Agreement for Purchase of Common Stock, dated February 13, 2017. 

 

Exhibit 2.Share Exchange Agreement, dated July 25, 2018.* 

 

*Filed as Exhibit 2.1 to the Issuer’s Current Report on Form 8-K with the Securities and Exchange Commission on July 31, 2018 and incorporated by reference herein.

 

 



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.

 

 

August 8, 2018

Date

 

 

KETTNER INVESTMENTS, LLC

 

By:/s/ John Huemoeller                           

John Huemoeller,  

Chairman of Executive Committee 


Exhibit 1.


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