UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
SCHEDULE 13D
_________________________
INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
SHEFFIELD PHARMACEUTICALS, INC.
(NAME OF ISSUER)
COMMON STOCK, $.001 PAR VALUE PER SHARE
(TITLE OF CLASS OF SECURITIES)
82123D408
(CUSIP NUMBER)
HANK GRACIN, ESQ.
LEHMAN & EILEN LLP
MISSION BAY OFFICE PLAZA
SUITE 300
20283 STATE ROAD 7
BOCA RATON, FL 33498
(561) 237-0804
(NAME, ADDRESS, TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATION)
OCTOBER 31, 2006
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of "240.13d-1(f) or 240.13d(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 ' 24013d-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 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. 82123D408 13D Page 2 of 10 Pages
1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Steve H. Kanzer
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
(a) / /
(b) /X/
3. SEC USE ONLY
4. SOURCE OF FUNDS: PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(D) OR 2(E): / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION: United States
7. SOLE VOTING POWER: 0 shares
8. SHARED VOTING POWER: 23,756,955 shares*
9. SOLE DISPOSITIVE POWER: 0 shares
10. SHARED DISPOSITIVE POWER 23,756,955 shares
11. AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON: 23,756,955 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: / /
13. PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11): 63.80%
14. TYPE OF REPORTING PERSON: IN
* Consists of 21,259,138 common shares and 2,497,817 warrants to purchase common
shares.
CUSIP NO. 82123D408 13D Page 3 of 10 Pages
1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Accredited Venture Capital, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
(a) / /
(b) /X/
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(D) OR 2(E): / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
7. SOLE VOTING POWER: 0 shares
8. SHARED VOTING POWER: 23,756,955 shares*
9. SOLE DISPOSITIVE POWER: 0 shares
10. SHARED DISPOSITIVE POWER 23,756,955 shares
11. AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON: 23,756,955 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:* / /
13. PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11): 63.80%
14. TYPE OF REPORTING PERSON*: OO
* Consists of 21,259,138 common shares and 2,497,817 warrants to purchase common
shares.
CUSIP NO. 82123D408 13D Page 4 of 10 Pages
1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Pharmainvestors, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
(a) / /
(b) /X/
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(D) OR 2(E): / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
7. SOLE VOTING POWER: 0 shares
8. SHARED VOTING POWER: 23,756,955 shares*
9. SOLE DISPOSITIVE POWER: 0 shares
10. SHARED DISPOSITIVE POWER 23,756,955 shares
11. AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON: 23,756,955 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 63.80%
14. TYPE OF REPORTING PERSON*: OO
* Consists of 21,259,138 common shares and 2,497,817 warrants to purchase common
shares.
CUSIP NO. 82123D408 13D Page 5 of 10 Pages
Item 1. Security and Issuer.
This Statement on Schedule 13D relates to the common shares,
$.001 par value (the "Common Shares"), of Sheffield Pharmaceuticals, Inc., a
Delaware corporation, with principal executive offices located at 3985 Research
Park Drive, Ann Arbor, MI 48108 (the "Issuer").
Item 2. Identity and Background.
(a) This Schedule 13D is being filed on behalf of Accredited
Venture Capital, LLC, a Delaware limited liability company, Pharmainvestors,
LLC, a Delaware limited liability company and the Managing Member of Accredited
Venture Capital, LLC, and Steve Kanzer, Managing Member of Pharmainvestors, LLC
(together, the "Reporting Persons").
The Reporting Persons are filing this statement pursuant to
Rule 13d-1(a) under the Exchange Act of 1934, as amended. By their signatures on
this Statement, the Reporting Persons agree that this Statement is filed on
their behalf.
(b) The principal business of Accredited Venture Capital, LLC is
making and managing investments in the biotechnology sector.
(c) The principal business of Pharmainvestors, LLC is making and
managing investments in the biotechnology sector.
(d) Mr. Kanzer's present occupation is Chief Executive Officer of
the Issuer. The principal business address of Mr. Kanzer is c/o Pipex
Therapeutics, Inc., 3985 Research Park Drive, Ann Arbor MI 48108. Mr. Kanzer is
a citizen of the United States of America.
(e) None of the persons referred to above has, during the last five
years, been convicted in a criminal proceeding (excluding traffic violations).
(f) None of the persons referred to above has, during the last five
years, been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations or, prohibiting
or mandating activities subject to, United States Federal or State securities
laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
CUSIP NO. 82123D408 13D Page 6 of 10 Pages
Effective October 31, 2006, Pipex Therapeutics, Inc., a Delaware
ccorporation, became a wholly owned subsidiary of the Issuer, when it merged
with and into Pipex Therapeutics Acquisition Corp., a wholly owned subsidiary of
the Issuer. At the effective time of the merger, every share of Pipex
Therapeutics Inc.'s issued and outstanding common shares were cancelled and
converted into one common share of the Issuer. As a result, the Reporting
Persons acquired 21,259,138 of the Issuer's common shares. All of these shares
were initially acquired from Pipex Therapeutics, Inc. in exchange for a cash
investment.
In addition, at the effective time of the merger, each warrant to
purchase shares of Pipex Therapeutics, Inc.'s common shares was converted into
the right to receive, upon exercise of such warrant, an equal number of shares
of the Issuer's common shares. As a result, the Reporting Persons' warrants to
purchase 2,497,817 shares of Pipex Therapeutics, Inc.'s common shares, at an
average exercise price of approximately $.72 per share, were converted into an
equal number of warrants to purchase common shares of the Issuer.
Item 4. Purpose of the Transaction.
The Reporting Persons purchased the common shares for investment
purposes. The Reporting Persons may acquire additional common shares of the
Issuer or securities convertible into common shares of the Issuer, or may
dispose of the same, through market transactions or otherwise.
The Reporting Persons do not have any current definite plans or
proposals which would relate to or result in:
(a) the acquisition or disposition of securities of the Issuer other
than as herein disclosed;
(b) an extraordinary corporate transaction such as a merger;
reorganization or liquidation involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(d) any changes in the present board of directors or management of the
Issuer;
CUSIP NO. 82123D408 13D Page 7 of 10 Pages
(e) any material change in the present capitalization or dividend
policy of the Issuer; or
(f) any change in the Issuer's charter or by-laws which may impede the
acquisition of control of the Issuer by any person.
Mr. Kanzer, however, in his capacity as Chief Executive Officer of the
Issuer, consistently evaluates potential acquisition candidates and capital
raising transactions on behalf of the Issuer.
Item 5. Interest in Securities of the Issuer.
The only interest in the securities of the Issuer which the Reporting
Persons hold are the interests which have been described above in Item 3.
As of the date hereof, the Issuer has 34,737,717 common shares issued and
outstanding.
Assuming the exercise in full of the aggregate number of warrants held by
the Reporting Persons, the Reporting Persons have shared voting power and shared
dispositive power over 23,756,955 common shares of the Issuer. As a result, the
Reporting Persons beneficially own approximately 63.80% of the Issuer's
outstanding common shares.
(g) The following transactions in the Issuer's common stock have been
effected during the past 60 days by the Reporting Persons:
None.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits
None.
CUSIP NO. 82123D408 13D Page 8 of 10 Pages
Signatures
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: As of November 17, 2006
/s/Steve Kanzer ACCREDITED VENTURE CAPITAL, LLC
---------------
Steve Kanzer
By: Pharmainvestors, LLC
Its: Managing Member
By: Steve Kanzer
----------------------------
Steve Kanzer
Managing Member
PHARMAINVESTORS, LLC
By: Steve Kanzer
--------------------
Steve Kanzer
Managing Member