SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
______________
SCHEDULE
13G
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES
13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
13d-2
(Amendment
No. 1)
Transdel
Pharmaceuticals, Inc.
(Name of
Issuer)
Common
Stock, par value $0.001 per share
(Title of
Class of Securities)
89363T 20
9
(CUSIP
Number)
December
31, 2008
(Date of
Event Which Requires Filing of this Statement)
______________
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
| o |
Rule
13d-1(b)
|
|
| o |
Rule
13d-1(c)
|
|
| x |
Rule
13d-1(d)
|
-------------------
* 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).
|
CUSIP No. 89363T 20 9
|
13G
|
Page 2
of 9 Pages
|
|
1
|
NAMES
OF REPORTING PERSONS
The Abrams Family
Trust
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o
|
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
CITIZENSHIP
OR PLACE OR ORGANIZATION
United States
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
1,562,500
|
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
|
8
|
SHARED
DISPOSITIVE POWER
1,562,500
|
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,562,500
|
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.0%
|
|
|
12
|
TYPE
OF REPORTING PERSON
00
|
|
|
CUSIP No. 89363T 20 9
|
13G
|
Page 3
of 9 Pages
|
|
1
|
NAMES
OF REPORTING PERSONS
Jeffrey J.
Abrams
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o
|
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
CITIZENSHIP
OR PLACE OR ORGANIZATION
United States
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
|
6
|
SHARED
VOTING POWER
1,562,500
|
|
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
|
|
8
|
SHARED
DISPOSITIVE POWER
1,562,500
|
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,562,500
|
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.0 %
|
|
|
12
|
TYPE
OF REPORTING PERSON
IN
|
|
|
CUSIP No. 89363T 20 9
|
13G
|
Page
4 of 9 Pages
|
|
Item
1.
|
||
|
(a)
|
Name
of Issuer:
|
|
|
Transdel
Pharmaceuticals, Inc.
|
||
|
(b)
|
Address
of Issuer's Principal Executive Offices:
|
|
|
4225
Executive Square, Suite 485
|
||
|
La
Jolla, California 92037
|
||
|
Item
2.
|
||
|
(a)
|
Name
of Person Filing:
|
This Schedule 13G is filed on behalf
of The Abrams Family Trust and Jeffrey J. Abrams (collectively, the “Reporting
Persons”). Jeffrey J. Abrams is the trustee of The Abrams Family
Trust. The filing of the Schedule 13G shall not be construed as an
admission that Mr. Abrams is the beneficial owner of any of the securities
covered herein.
|
(b)
|
Address
of Principal Business Office, or if none, Residence:
|
|
|
3395
Willard Street
|
||
|
San
Diego, California 92122
|
||
|
(c)
|
Citizenship:
|
|
|
The
Abrams Family Trust - United States
|
||
|
Jeffrey
J. Abrams - United States
|
||
|
(d)
|
Title
of Class of Securities:
|
|
|
Common
Stock, par value $0.001 per share
|
||
|
(e)
|
CUSIP
Number:
|
|
|
89363T
20 9
|
||
|
Item
3.
|
If
this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c),
check whether the person filing is a:
|
|
|
(a)
|
o |
Broker
or dealer registered under Section 15 of the Act.
|
|
(b)
|
o |
Bank
as defined in section 3(a)(6) of the Act.
|
|
(c)
|
o |
Insurance
company as defined in section 3(a)(19) of the Act.
|
|
(d)
|
o |
Investment
company registered under section 8 of the Investment Company Act of
1940.
|
|
(e)
|
o |
An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
|
|
(f)
|
o |
An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F).
|
|
CUSIP No. 89363T 20 9
|
13G
|
Page
5 of 9 Pages
|
|
(g)
|
A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G).
|
|
|
(h)
|
A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act;
|
|
|
(i)
|
A
church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company Act.
|
|
|
(j)
|
Group,
in accordance with Rule
13d-1(b)(1)(ii)(J).
|
|
Item
4.
|
Ownership
|
|
|
(a)
|
Amount
beneficially owned:
|
|
|
1,562,500
|
||
|
(b)
|
Percent
of Class:
|
|
|
10.0%
|
||
|
(c)
|
Number
of Shares as to which the Reporting Person
has:
|
|
(i)
|
Sole
power to vote or to direct to vote: 0
|
||
|
(ii)
|
Shared
power to vote or to direct to vote: 1,562,500
|
||
|
(iii)
|
Sole
power to dispose or to direct the disposition of: 0
|
||
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
1,562,500
|
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
|
|
Not
Applicable.
|
||
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person.
|
|
|
Not
Applicable.
|
||
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person.
|
|
|
Not
Applicable.
|
||
|
Item
8.
|
Identification
and Classification of Members of the Group.
|
|
|
Not
Applicable.
|
|
CUSIP No. 89363T 20 9
|
13G
|
Page
6 of 9 Pages
|
|
Item
9.
|
Notice
of Dissolution of Group.
|
|
|
Not
Applicable.
|
||
|
Item
10.
|
Certification.
|
|
|
Not
Applicable.
|
|
CUSIP No. 89363T 20 9
|
13G
|
Page
7 of 9 Pages
|
SIGNATURES
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.
|
Dated:
February 11, 2009
|
||
|
THE
ABRAMS FAMILY TRUST
|
||
|
By:
|
/s/ Jeffrey J. Abrams
|
|
|
Jeffrey
J. Abrams, M.D.
|
||
|
Trustee
|
||
|
/s/ Jeffrey J. Abrams
|
||
|
Jeffrey
J. Abrams,
M.D.
|
||
|
CUSIP No. 89363T 20 9
|
13G
|
Page
8 of 9 Pages
|
EXHIBIT
INDEX
|
Exhibit
|
Description
|
|
99.1
|
Joint
Filing Agreement
|
|
CUSIP No. 89363T 20
9
|
13G
|
Page
9 of 9 Pages
|
Exhibit
99.1
The
undersigned hereby agree jointly to prepare and file with regulatory authorities
a Schedule 13G and any future amendments thereto reporting each of the
undersigned’s ownership of securities of Transdel Pharmaceuticals, Inc. and
hereby affirm that such Schedule 13G is being filed on behalf of each of the
undersigned.
|
THE
ABRAMS FAMILY TRUST
|
||
|
Dated:
February 11, 2009
|
||
|
By:
|
/s/ Jeffrey J. Abrams
|
|
|
Jeffrey
J. Abrams, M.D.
|
||
|
Trustee
|
||
|
Dated:
February 11, 2009
|
||
|
/s/ Jeffrey J. Abrams
|
||
|
Jeffrey
J. Abrams, M.D.
|
||