Delaware
|
14-1818394
|
|
(State
or other jurisdiction of
|
(I.R.S.
Employer
|
|
Incorporation
or organization)
|
Identification
No.)
|
14362
N. Frank Lloyd Wright Blvd., Suite 1103, Scottsdale, AZ
|
85260
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Large
accelerated filer ¨
|
Accelerated
filer ¨
|
|
Non-accelerated
filer ¨
|
Smaller
reporting company x
|
|
(Do
not check if a smaller reporting company)
|
PART
I
|
3
|
Item
1. Business.
|
3
|
Item
1A. Risk Factors.
|
11
|
Item
1B. Unresolved Staff Comments.
|
14
|
Item
2. Properties.
|
14
|
Item
3. Legal Proceedings.
|
15
|
Item
4. Reserved.
|
15
|
PART
II
|
16
|
Item
5. Market for Registrant's Common Equity, Related Shareholder Matters and
Issuer Purchases of Equity Securities.
|
16
|
Item
6. Selected Financial Data.
|
17
|
Item
7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
|
17
|
Item
7A. Quantitative and Qualitative Disclosures About Market
Risk.
|
21
|
Item
8. Financial Statements and Supplementary Data.
|
22
|
Item
9. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure.
|
49
|
Item
9A (T). Controls and Procedures.
|
49
|
Item
9B. Other Information.
|
49
|
PART
III
|
50
|
Item
10. Directors, Executive Officers, and Corporate
Governance.
|
50
|
Item
11. Executive Compensation.
|
51
|
Item
12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.
|
53
|
Item
13. Certain Relationships and Related Transactions, and Director
Independence.
|
53
|
Item
14. Principal Accountant Fees and Services
|
55
|
Item
15. Exhibits and Financial Statement Schedules.
|
55
|
Block
|
#Wells
|
Status
|
Delta
%
|
Partners
|
JV
Investment
|
||||||||
Jollin
|
3 |
Testing
|
10
|
% CO* |
JHP(China)Maxi
|
2.7
MM
|
|||||||
Tonono
|
10 |
Product
|
10
|
% CO* |
JHP(China)Maxi
|
1.7
MM
|
|||||||
Tartagal
|
21 |
Seismic
|
9
|
% CO* |
New
Energy (HK)M
|
30
MM
|
|||||||
Morillo
|
1 |
Seismic
|
9
|
% CO * |
New
Energy(HK) M
|
5
MM
|
|||||||
Guemes**
|
2 |
Drilling
|
20 | % |
Ketsal
|
1
MM
|
|||||||
La
Union**
|
2 |
Geodesic
|
20 | % |
Ketsal
|
.5
MM
|
|||||||
Cobres**
|
0 |
Geodesic
|
20 | % |
Ketsal
|
.5
MM
|
|||||||
Valles**
|
0 |
Geodesic
|
20 | % |
Ketsal
|
.5
MM
|
|||||||
Rosario**
|
4 |
Geodesic
|
20 | % |
Ketsal
|
.5 MM
|
|
·
|
Make
accretive acquisitions of producing properties generally characterized by
long-lived reserves with stable production and reserve development
potential;
|
|
·
|
Add
proved reserves and maximize cash flow and production through development
projects and operational efficiencies;
and
|
|
·
|
Engage
in adjacent exploration drilling where evaluation of the property is
positive.
|
|
·
|
delays
imposed by or resulting from compliance with regulatory
requirements;
|
|
·
|
pressure
or irregularities in geological
formations;
|
|
·
|
shortages
of or delays in obtaining qualified personnel or equipment, including
drilling rigs and CO2;
|
|
·
|
equipment
failures or accidents; and
|
|
·
|
adverse
weather conditions, such as freezing temperatures, hurricanes and
storms.
|
|
·
|
discharge
permits for drilling operations;
|
|
·
|
drilling
bonds;
|
|
·
|
reports
concerning operations;
|
|
·
|
the
spacing of wells;
|
|
·
|
unitization
and pooling of properties; and
|
|
·
|
taxation.
|
|
·
|
worldwide
and domestic supplies of crude oil and natural
gas;
|
|
·
|
actions
taken by foreign oil and gas producing
nations;
|
|
·
|
political
conditions and events (including instability or armed conflict) in crude
oil or natural gas producing
regions;
|
|
·
|
the
level of global crude oil and natural gas
inventories;
|
|
·
|
the
price and level of foreign imports;
|
|
·
|
the
price and availability of alternative
fuels;
|
|
·
|
the
availability of pipeline capacity and
infrastructure;
|
|
·
|
the
availability of crude oil transportation and refining
capacity;
|
|
·
|
weather
conditions;
|
|
·
|
domestic
and foreign governmental regulations and taxes;
and
|
|
·
|
the
overall economic environment.
|
|
·
|
limiting
our financial condition, liquidity, and ability to finance planned capital
expenditures and results of
operations;
|
|
·
|
reducing
the amount of crude oil and natural gas that can be produced
economically;
|
|
·
|
causing
us to delay or postpone some of our capital
projects;
|
|
·
|
reducing
our revenues, operating income and cash
flows;
|
|
·
|
reducing
the carrying value of our investments in crude oil and natural gas
properties; or
|
|
·
|
limiting
our access to sources of capital, such as equity and long-term
debt.
|
|
·
|
Currency
fluctuations;
|
|
·
|
Changes
in tariffs and taxes; and
|
|
·
|
Political
and economic instability.
|
Block Name
|
Developed Acreage
|
Undeveloped Acreage
|
||||||||||||||
Gross
|
Net
|
Gross
|
Net
|
|||||||||||||
Tartagal
Oriental
|
0 | 7065 | Km2 | 635.85 | Km2 | |||||||||||
Morillo
|
0 | 3518 | Km2 | 316.62 | Km2 | |||||||||||
Tonono
|
66 | Km2 | 6.6 | Km2 | ||||||||||||
Jollin
|
32 | Km2 | 3.2 | Km2 | ||||||||||||
Guemes
|
0 | 8971 | Km2 | 1794 | Km2 | |||||||||||
Rosario
|
0 | 4510 | Km2 | 902 | Km2 | |||||||||||
Union
|
0 | 2467 | Km2 | 493 | Km2 | |||||||||||
Valles
|
0 | 5756 | Km2 | 1115 | Km2 | |||||||||||
Cobres
|
0 | 2558 | Km2 | 511 | Km2 | |||||||||||
High
|
Low
|
||||||||
2008:
|
1st
Quarter
|
0.07 | 0.01 | ||||||
2nd
Quarter
|
0.07 | 0.04 | |||||||
3rd
Quarter
|
0.08 | 0.04 | |||||||
4th Quarter | 0.08 | 0.03 | |||||||
2009:
|
1st
Quarter
|
0.60 | 0.30 | ||||||
2nd
Quarter
|
0.90 | 0.21 | |||||||
3rd
Quarter
|
0.39 | 0.05 | |||||||
4th
Quarter
|
0.52 | 0.06 | |||||||
|
|||||||||
2010:
|
1st
Quarter
|
0.50 | 0.15 |
Date
|
Title and Amount(1)
|
Purchaser
|
Principal
Underwriter
|
Total Offering Price/
Underwriting Discounts
|
||||
April
27, 2009
|
200,000
shares of common stock.
|
Consultant
|
NA
|
$0.60
per share/NA
|
||||
October
27, 2009
|
130,000
shares of common stock.
|
Private
Investor.
|
NA
|
$$0.173
per share/NA
|
||||
October
28, 2009
|
31,250
shares of common stock.
|
Private
Investor.
|
NA
|
$0.08
per share/NA
|
||||
December
1, 2009
|
50,000
shares of common stock.
|
Private
Investor.
|
NA
|
$0.15
per share/NA
|
||||
December
4, 2009
|
60,000
shares of common stock issued in conversion of $36,000 principal amount
note.
|
Private
Investor.
|
NA
|
$0.60
per share/NA
|
||||
December
22, 2009
|
50,000
shares of common stock.
|
Private
Investor.
|
NA
|
$0.15
per share/NA
|
||||
December
23, 2009
|
333,333
shares of common stock.
|
Private
Investor.
|
NA
|
$0.1499
per share/NA
|
||||
December
26, 2009
|
133,334
shares of common stock.
|
Private
Investor.
|
NA
|
$0.1499
per
share/NA
|
Page
|
|
Reports
of Independent Registered Public Accounting Firms
|
24-25 |
Consolidated
balance sheets as of December 31, 2009 and 2008
|
26
|
Consolidated
statements of operations for the years ended December 31, 2009 and
2008
|
27
|
Consolidated
statements of stockholders’ equity (deficiency) as of December 31, 2009
and 2008
|
28-29
|
Consolidated
statements of cash flows for the years ended December 31, 2009 and
2008
|
30-31
|
Notes
to consolidated financial statements
|
32-49
|
December
31,
|
December
31,
|
|||||||
2009
|
2008
|
|||||||
ASSETS
|
||||||||
Current
Assets:
|
||||||||
Cash
|
$ | 102,008 | $ | 13,957 | ||||
Advances
and other receivables
|
137,776 | - | ||||||
Total
current assets
|
239,784 | 13,957 | ||||||
Property
and equipment - net
|
- | 804 | ||||||
Investments
in non-consolidated affiliates
|
1,470,713 | 1,780,024 | ||||||
Other
assets
|
39,508 | 650 | ||||||
TOTAL
ASSETS
|
$ | 1,750,005 | $ | 1,795,435 | ||||
LIABILITIES
AND STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
Current
Liabilities:
|
||||||||
Accounts
payable
|
$ | 134,192 | $ | 363,004 | ||||
Accrued
expenses
|
267,029 | 1,363,395 | ||||||
Convertible
debt
|
- | 253,740 | ||||||
Notes
payable
|
805,605 | 461,208 | ||||||
Total
current liabilities
|
1,206,826 | 2,441,347 | ||||||
Commitments
and Contingencies
|
||||||||
Stockholders'
Equity (Deficit):
|
||||||||
Preferred
stock $0.0001 par value-authorized 10,000,000 shares; no shares issued and
outstanding at December 31, 2009 and December 31, 2008,
respectively
|
- | - | ||||||
Common
stock $0.0001 par value - authorized 250,000,000 shares; 23,836,163 and
22,184,915 shares issued and outstanding at December 31, 2009 and
December 31, 2008, respectively
|
2,384 | 2,219 | ||||||
Additional
paid-in capital
|
4,121,632 | 3,782,797 | ||||||
Accumulated
deficit
|
(3,580,837 | ) | (4,430,928 | ) | ||||
543,179 | (645,912 | ) | ||||||
Noncontrolling
interest
|
- | - | ||||||
Total
stockholders' equity (deficit)
|
543,179 | (645,912 | ) | |||||
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
$ | 1,750,005 | $ | 1,795,435 |
Years Ended December 31,
|
||||||||
2009
|
2008
|
|||||||
Revenue:
|
||||||||
Sales
commissions
|
$ | - | $ | 43,365 | ||||
Costs
and expenses:
|
||||||||
General
and administrative expenses
|
636,343 | 1,490,333 | ||||||
Loss
on sale of investments
|
- | 860,000 | ||||||
636,343 | 2,350,333 | |||||||
Loss
from continuing operations
|
(636,343 | ) | (2,306,968 | ) | ||||
Interest
income
|
37,696 | 26,386 | ||||||
Interest
expense
|
(15,971 | ) | 6,746 | |||||
Other
income
|
582,441 | - | ||||||
Gain
on deconsolidation of variable interest entity
|
882,268 | - | ||||||
Loss
from continuing operations before provision for income
taxes
|
850,091 | (2,273,836 | ) | |||||
Provision
for income taxes
|
- | - | ||||||
Net
income (loss) from continuing operations
|
850,091 | (2,273,836 | ) | |||||
Discontinued
operations
|
||||||||
Loss
on disposal of Far East operations and South American Hedge Fund
operations, and United States construction technology
activities
|
- | (2,310,473 | ) | |||||
Net
income (loss)
|
$ | 850,091 | $ | (4,584,309 | ) | |||
Net
income (loss) per common share:
|
||||||||
Basic
and diluted
|
||||||||
Net
income (loss) from continuing operations
|
$ | 0.04 | $ | (0.11 | ) | |||
Net
loss from discontinued operations
|
$ | - | $ | (0.11 | ) | |||
Net
income (loss) per common share
|
$ | 0.04 | $ | (0.22 | ) | |||
Weighted
average common shares - basic and diluted
|
23,107,329 | 20,589,518 |
Total
|
||||||||||||||||||||
Number
of
|
(see
note 12)
|
Stockholders'
|
||||||||||||||||||
Common
|
Common
|
Paid
in
|
Retained Earnings
|
Equity
|
||||||||||||||||
Shares
|
Stock
|
Capital
|
(Deficit)
|
(Deficit)
|
||||||||||||||||
Balance,
January 1, 2008
|
13,000,000 | $ | 1,300 | $ | 2,598,700 | $ | 1,869,468 | 4,469,468 | ||||||||||||
Effect
of reverse acquisition
|
7,888,295 | 789 | 7,099 | (1,716,087 | ) | (1,708,199 | ) | |||||||||||||
Issuance
of common stock for services (valued at $0.20 - $0.50 per
share)
|
1,055,000 | 106 | 238,394 | - | 238,500 | |||||||||||||||
Issuance
of common stock for debt (valued at $0.50 - $0.70 per
share)
|
230,057 | 23 | 143,577 | - | 143,600 | |||||||||||||||
Issuance
of common stock for interest (valued at $0.50 - $0.70 per
share)
|
11,563 | 1 | 7,047 | - | 7,048 | |||||||||||||||
Contribution
from stockholder
|
- | - | 1,000 | - | 1,000 | |||||||||||||||
Stock
based compensation expense
|
- | - | 786,980 | - | 786,980 | |||||||||||||||
Net
loss
|
- | - | - | (4,584,309 | ) | (4,584,309 | ) | |||||||||||||
Balance,
December 31, 2008
|
22,184,915 | 2,219 | 3,782,797 | (4,430,928 | ) | (645,912 | ) |
Number
of
|
(see
note 12)
|
|||||||||||||||||||
Common
|
Common
|
Paid
in
|
Accumulated
|
|||||||||||||||||
Shares
|
Stock
|
Capital
|
Deficit
|
Total
|
||||||||||||||||
Balance,
January 1, 2009
|
22,184,915 | 2,219 | 3,782,797 | (4,430,928 | ) | (645,912 | ) | |||||||||||||
Issuance
of common stock for services (valued at $0.60 per share)
|
200,000 | 20 | 119,980 | - | 120,000 | |||||||||||||||
Issuance
of common stock toward deft conversion (valued at $0.60 per
share)
|
60,000 | 6 | 34,994 | - | 35,000 | |||||||||||||||
Sale
of common stock (valued at $0.29 - $0.30 per share)
|
33,334 | 3 | 9,997 | - | 10,000 | |||||||||||||||
Sale
of common stock (valued at $0.149 per share)
|
900,002 | 90 | 134,410 | - | 134,500 | |||||||||||||||
Sale
of common stock (valued at $0.16125 per share)
|
161,250 | 16 | 9,984 | - | 10,000 | |||||||||||||||
Issuance
of common stock for services (valued at $0.15 per share)
|
130,000 | 13 | 19,487 | - | 19,500 | |||||||||||||||
Sale
of common stock (valued at $0.06 per share)
|
166,662 | 17 | 9,983 | - | 10,000 | |||||||||||||||
Stock
based compensation expense
|
- | - | 590,235 | - | 590,235 | |||||||||||||||
Stock
based compensation expense reversal
|
- | - | (590,235 | ) | - | (590,235 | ) | |||||||||||||
Net
Income
|
- | - | - | 850,091 | 850,091 | |||||||||||||||
Balance,
December 31, 2009
|
23,836,163 | 2,384 | 4,121,632 | (3,580,837 | ) | 543,179 |
Years
Ended December 31,
|
||||||||
2009
|
2008
|
|||||||
Cash
flows from operating activities:
|
||||||||
Net
income (Loss)
|
$ | 850,091 | $ | (4,584,309 | ) | |||
Adjustments
to reconcile net income (loss) to net cash used in operating
activities:
|
||||||||
Depreciation
and amortization
|
804 | 25,641 | ||||||
Non-cash
compensation
|
- | 238,500 | ||||||
Impairment
charge
|
- | 467,995 | ||||||
Loss
on sale of investments
|
157,939 | 860,000 | ||||||
Gain
on disposal of operations
|
- | (230,057 | ) | |||||
Issuance
of common stock for services and deft
conversion
|
174,500 | 238,500 | ||||||
Stock
based compensation expense
|
- | 786,980 | ||||||
Changes
in operating assets and liabilities
|
(1,501,812 | ) | (62,560 | ) | ||||
Net
cash used in operating activities
|
(318,478 | ) | (2,497,810 | ) | ||||
Cash
flows from investing activities:
|
||||||||
Net
cash acquired upon effect of reverse acquisition
|
- | 57,633 | ||||||
Proceeds
from sale of investments
|
206,832 | 7,263,823 | ||||||
Purchase
of investments
|
(55,460 | ) | (2,618,502 | ) | ||||
Purchase
of exploration rights
|
- | (697,000 | ) | |||||
Purchase
of concession investments
|
- | (1,720,000 | ) | |||||
Net
cash provided by investing activities
|
151,372 | 2,285,954 | ||||||
Cash
flows from financing activities:
|
||||||||
Net
proceeds from notes payable
|
90,657 | 280,553 | ||||||
Proceeds
from issuances of common stock
|
164,500 | - | ||||||
Repayment
of loan
|
- | (60,000 | ) | |||||
Contribution
from stockholder
|
- | 1,000 | ||||||
Other
proceeds
|
- | 4,260 | ||||||
Net
cash provided by financing activities
|
255,157 | 225,813 | ||||||
Net
increase in cash
|
88,051 | 13,957 | ||||||
Cash
- Beginning of period
|
13,957 | - | ||||||
Cash
- End of period
|
$ | 102,008 | $ | 13,957 |
Years Ended December 31,
|
||||||||
2009
|
2008
|
|||||||
Changes
in operating assets and liabilities consists of:
|
||||||||
(Increase)
decrease in advances and other assets
|
$ | (176,634 | ) | $ | 1,914 | |||
Decrease
in accounts payable and accrued expenses
|
(1,325,178 | ) | (64,474 | ) | ||||
$ | (1,501,812 | ) | $ | (62,560 | ) | |||
Supplemental
disclosure of cash flow information:
|
||||||||
Cash paid for interest | $ | - | $ | - | ||||
Cash
paid for income taxes
|
$ | - | $ | - | ||||
Supplementary
information:
|
||||||||
Non-cash
financing and investing activities
|
||||||||
Issuance
of common stock for debt
|
$ | - | $ | 143,600 | ||||
Issuance
of common stock for in lieu of payment of accrued expenses
|
$ | - | $ | 7,048 | ||||
Issuance
of common stock for services and deft
conversion
|
$ | 174,500 | $ | 238,500 | ||||
Adjustment
of purchase price of investments and related debt
|
$ | - | $ | 580,000 |
Year
Ended Dec. 31,
|
||||||||
2009
|
2008
|
|||||||
Net
sales
|
$ | — | $ | (2,077,576 | ) | |||
Impairment
|
— | (467,994 | ) | |||||
Provision
for income taxes
|
— | — | ||||||
Loss
from operations, net of taxes
|
— | — | ||||||
Gain
on disposition of minority interest
|
— | — | ||||||
Provision
for income taxes
|
— | 230,057 | ||||||
Loss
from discontinued operations, net of taxes
|
$ | -0- | $ | (2,310,473 | ) |
Cash
|
$ | 57,623 | ||
Prepaid
expenses
|
1,914 | |||
Property
and equipment
|
462,842 | |||
Accumulated
depreciation
|
(94,719 | ) | ||
Intangible
asset-net
|
126,317 | |||
Other
assets
|
650 | |||
Accounts
payable
|
(173,370 | ) | ||
Accrued
expenses
|
(1,225,674 | ) | ||
Convertible
debt
|
(397,340 | ) | ||
Notes
payable
|
(240,655 | ) | ||
Minority
interests
|
(225,797 | ) | ||
Common
stock
|
(7,888 | ) | ||
Deficit
|
1,716,087 | |||
$ | -0- |
December 31,
|
December 31,
|
|||||||
2009
|
2008
|
|||||||
Equipment
|
$ | 6,277 | $ | 6,277 | ||||
Leasehold
improvements
|
7,807 | 7,807 | ||||||
14,084 | 14,084 | |||||||
Less
accumulated depreciation
|
(14,084 | ) | (13,280 | ) | ||||
$ | 0 | $ | 804 |
Concession
|
Exploration
|
|||||||||||
Investments
|
Rights
|
Total
|
||||||||||
At
December 31, 2007
|
$ | 2,300,000 | $ | — | $ | 2,300,000 | ||||||
Adjustment
of purchase price
|
(580,000 | ) | — | (580,000 | ) | |||||||
Disposition
of investment, net
|
(860,000 | ) | — | (860,000 | ) | |||||||
Additional
investment in 2008
|
223,024 | 697,000 | 920,024 | |||||||||
Equity
in net earnings (loss)
|
— | — | - | |||||||||
At
December 31, 2008
|
1,083,024 | 697,000 | 1,780,024 | |||||||||
Additional
investments in 2009
|
349,000 | — | 349,000 | |||||||||
Adjustment
of additional investment during 2009 and 2008
|
(293,524 | ) | — | (293,524 | ) | |||||||
Disposition
of investment, net
|
(364,787 | ) | — | (364,787 | ) | |||||||
At
December 31, 2009
|
$ | 773,713 | $ | 697,000 | $ | 1,470,713 |
Total
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
Significant Other
Observable Inputs
(Level 2)
|
Significant
Unobservable
Inputs (Level 3)
|
|||||||||||||
Cash
and cash equivalents
|
$
|
102,008
|
$
|
102,008
|
$
|
-
|
$
|
-
|
||||||||
Non-consolidated
affiliates
|
1,470,713
|
-
|
-
|
1,470,713
|
||||||||||||
Total
|
$
|
1,572,721
|
$
|
102,008
|
$
|
-
|
$
|
1,470,713
|
December
31,
|
December 31,
|
|||||||
2009
|
2008
|
|||||||
Notes
payable to three investors, interest at 8%, due August 10,
2011
|
$ | 150,655 | $ | 150,655 | ||||
Note
payable to third party, interest at 6%, due April 2009 (1)
|
- | 30,000 | ||||||
Notes
payable to stockholders and related parties, interest at 6%, due June 20,
2012
|
402,702 | 280,553 | ||||||
Notes
payable to stockholders and related parties, interest at 6%, due August
10, 2011
|
253,740 | - | ||||||
$ | 805,605 | $ | 461,208 |
December
31, 2009
|
December
31, 2008
|
|||||||
Net
operating loss carryforwards
|
$ | 1,397,000 | $ | 1,728,000 | ||||
Less
valuation allowance
|
(1,397,000 | ) | (1,728,000 | ) | ||||
Deferred
income tax assets, net
|
$ | - | $ | - |
NAME
|
AGE
|
TITLE(S)
|
||
Daniel
R. Peralta
|
56
|
President,
CEO and Director
|
||
Malcolm
W. Sherman
|
74
|
Executive
Vice President and Director
|
||
Michael
Gilburd
|
66
|
Interim
Chief Financial
Officer
|
Name and
Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Change in
Pension
Value and
Nonquali-
fied Deferred
Compensation
Earnings
($)
|
All
Other
Compen-
sation
|
Total
($)
|
|||||||||||||
Daniel
Peralta,
Chief
Executive
Officer
(1)
|
2009
|
$ | -0- | $ | -0- | |||||||||||||||||
Peter
F. Russo,
President
and CEO (2)
|
2008
|
$ | 8,125 | $ | 8,125 | |||||||||||||||||
Peter
F. Russo,
President
and CEO
|
2007
|
$ | 97,500 | $ | 97,500 | |||||||||||||||||
Martin
G. Chilek,
Chief
Financial Officer
|
2008
|
$ | 39,704 | $ | 39,704 | |||||||||||||||||
Martin
G. Chilek,
|
2007
|
$ | 91,000 | $ | 91,000 | |||||||||||||||||
Chief
Financial Officer (3)
|
2009
|
$ | 25,938 | $ | 25,938 | |||||||||||||||||
Malcolm
W. Sherman,
|
2008
|
$ | -0- | $ | -0- | |||||||||||||||||
Executive Vice President (4) |
2009
|
$ | -0- | $ | -0- | |||||||||||||||||
Michael
Gilburd,
Interim
Chief Financial Officer (5)
|
2009
|
$ |
10,000
|
$ | 10,000 |
(1)
|
Mr.
Peralta was appointed Chief Executive Officer on January 20,
2009.
|
(2)
|
Mr.
Russo resigned as President and a director effective July 25, 2008.While
he served as a director of the Company he received no additional
compensation for serving in that
capacity.
|
(3)
|
Mr.
Chilek resigned as Chief Financial Officer on August 12,
2009.
|
(4)
|
Mr.
Sherman served without compensation as an executive officer and director
of the Company in 2008.
|
(5)
|
Pursuant
to the Agreement between the Company and Valucorp, Mr. Gilburd was
appointed Interim Chief Financial Officer, effective November 1,
2009.
|
Name and Address of Beneficial Owner
|
Number of Shares Owned
Beneficially
|
Percentage**
|
||||||
Daniel
R. Peralta (1)
|
13,000,000 | 48.55 | % | |||||
Malcolm
W. Sherman (2)
|
1,000,000 | 3.73 | % | |||||
All
Officers and Directors as a Group (3 persons)
|
14,000,000 | 52.29 | % |
Date of Note
|
Principal
Amount
|
Interest
Rate
|
Maturity Date
|
||||||
March
6, 2008
|
$ | 21,000 | 6 | % |
June
20, 2012
|
||||
April
28, 2008
|
9,550 | 6 | % |
June
20, 2012
|
|||||
September
18, 2008
|
13,350 | 6 | % |
June
20, 2012
|
|||||
Total
|
$ | 43,900 |
Date of Note
|
Principal
Amount
|
Interest
Rate
|
Maturity Date
|
||||||
March
6, 2008
|
$ | 100,000 | 6 | % |
June
20, 2012
|
||||
April
15, 2008
|
20,000 | 6 | % |
June
20, 2012
|
|||||
May
14, 2008
|
|
|
16,900 | 6 | % |
June
20, 2012
|
|||
July
7, 2008
|
22,413 | 6 | % |
June
20, 2012
|
|||||
September
19, 2008
|
16,650 | 6 | % |
June
20, 2012
|
|||||
October
22, 2008
|
28,500 | 6 | % |
June
20, 2012
|
|||||
December
15, 2008
|
8,190 | 6 | % |
June
20, 2012
|
|||||
Total
|
$ | 212,653 |
Date of Note
|
Principal
Amount
|
Interest
Rate
|
Maturity Date
|
||||||
January
22, 2009
|
$ | 7,686 | 6 | % |
June
20, 2012
|
||||
15,950 | 6 | % |
June
20, 2012
|
||||||
5,000 | 6 | % |
June
20, 2012
|
||||||
5,000 | 6 | % |
June
20, 2012
|
||||||
8,577 | 6 | % |
June
20, 2012
|
||||||
19,767 | 6 | % |
June
20, 2012
|
||||||
15,487 | 6 | % |
June
20, 2012
|
||||||
Total
|
$ | 77,467 |
2008
|
2009
|
|||||||
$ | 37,240 | $ | 24,000 | |||||
(2)
Audit related fees:
|
2008
|
2009
|
||||||
$ | 37,240 | $ | 24,000 | |||||
(3)
Tax fees:
|
||||||||
2008
|
2007
|
|||||||
|
$
|
-0- | $ |
Exhibit No.
|
Description of Exhibits
|
|
3.1
|
Articles
of Incorporation of the Company, as currently in effect, incorporated
herein by reference to Exhibit 3.1 to Amendment No. 1 to the Company's
Registration Statement on Form 10-SB filed with the Commission on June 15,
2000.
|
|
3.1a
|
Amendment
to Certificate of Incorporation, filed September 1, 2004. Incorporated
herein by reference to Exhibit 3.1a to the Company's Current Report on
Form 8-K, filed with the Commission on September 3,
2004.
|
|
3.1b
|
Form
of Restatement of Certificate of Incorporation of Delta Mutual, Inc., as
amended. Incorporated herein by reference to Exhibit 3.1b to the Company's
Quarterly Report on Form 10-QSB, filed with the Commission on November 15,
2004.
|
|
3.2
|
By-Laws
of the Company. Incorporated herein by reference to Exhibit 3.2 to
Amendment No. 1 to the Company's Registration Statement on Form 10-SB
filed with the Commission on June 15, 2000.
|
|
3.2a
|
Amendment
to Article III, Section I of the By-Laws. Incorporated herein by reference
to the Company's quarterly report on Form 10-QSB, filed with the
Commission on November 21,
2000.
|
3.1c
|
Certificate
of Amendment to Certificate of Incorporation, filed June 26,2007.
Incorporated herein by reference to, Exhibit 3.1c to the Company's
quarterly report on Form 10-QSB, filed with the Commission on August 10,
2007.
|
|
3.1d
|
Form
of Restatement of Certificate of Incorporation of Delta Mutual, Inc., as
amended. Incorporated herein by reference to Exhibit 3.1d to the Company's
quarterly report on Form 10-QSB, filed with the Commission on August 10,
2007.
|
|
3.1e
|
Certificate
of Amendment to Certificate of Incorporation, filed May 13, 2009.
Incorporated herein by reference to Exhibit 3.1e to the Company’s
Quarterly Report on Form 10-Q, filed with the Commission on August 6,
2009.
|
|
3.1f
|
Form
of Restatement of Certificate of Incorporation of the Company, as amended.
Incorporated herein by reference to Exhibit 3.1f to the Company’s
Quarterly Report on Form 10-Q, filed with the Commission on August 6,
2009.
|
|
4.2a
|
Delta
Mutual, Inc. 2004 Stock Option Plan. Incorporated herein by reference to
Exhibit B to the Company's Definitive Proxy Statement, filed with the
Commission on June 16, 2004.
|
|
4.6
|
4%
Convertible Promissory Note of the Company due May 2006 issued in the
principal amount of $193,740 on May 12, 2004. Incorporated herein by
reference to Exhibit 4.6 to the Company's Quarterly Report on Form 10-QSB,
filed with the Commission on November 15, 2004.
|
|
4.6a
|
Amendment,
dated as of May 2, 2006, to 4% Convertible Promissory Note in the
principal amount of $193,740. Incorporated herein by reference to Exhibit
4.6a to the Company’s Annual Report on Form 10-KSB, filed with the
Commission on April 2, 2007.
|
|
4.6b
|
Amendment,
dated as of July 6, 2006, to 4% Convertible Promissory Note in the
principal amount of $193,740. Incorporated herein by reference to Exhibit
4.6b to the Company’s Annual Report on Form 10-KSB, filed with the
Commission on April 2, 2007.
|
|
4.6c
|
Amendment,
dated as of September 8, 2006, to 4% Convertible Promissory Note in the
principal amount of $193,740. Incorporated herein by reference to Exhibit
4.6c to the Company’s Annual Report on Form 10-KSB, filed with the
Commission on April 2, 2007.
|
|
4.6d
|
Amendment,
dated as of November 21, 2006, to 4% Convertible Promissory Note in the
principal amount of $193,740. Incorporated herein by reference to Exhibit
4.6d to the Company’s Annual Report on Form 10-KSB, filed with the
Commission on April 2, 2007.
|
|
4.6e
|
Amendment,
dated April 4, 2007, to 4% Convertible Promissory Note in the Principal
Amount of $193,740. Incorporated herein by reference to Exhibit 4.6e to
the Company's quarterly report on Form 10-QSB, filed with the Commission
on August 10, 2007.
|
|
4.6f
|
Amendment,
dated September 7, 2007 to Convertible Promissory Note in the principal
amount of $193,740. Incorporated herein by reference to Exhibit 4.6f to
the Company's quarterly report on Form 10-QSB, filed with the Commission
on November 9, 2007.
|
|
10.15
|
Strategic
Alliance Agreement, dated September 10, 2003, between Delta-Envirotech,
Inc. and ZAFF International Ltd. Incorporated herein by reference to
Exhibit 99.2 to the Company's current report on Form 8-K, filed with the
Commission on January 22, 2004.
|
|
10.16
|
Agreement,
dated January 14, 2004, by and between Delta Mutual, Inc. and Hi-Tech
Consulting and Construction, Inc. Incorporated herein by reference to
Exhibit 10.16 to the Company's Annual Report on Form 10-KSB, filed with
the Commission on April 6,
2004.
|
10.26
|
Executive Employment
Agreement, dated May 23, 2005, between Delta Mutual, Inc. and Martin G.
Chilek. Incorporated herein by reference to Exhibit 10.26 to the
Company's Current Report on Form 8-K, filed with the Commission on May 25,
2005.
|
|
10.33e
|
Form
of Amended and Restated 8% Term Notes issued March 6, 2008 by Delta
Mutual, Inc. in the aggregate principal amount of $150,655. Incorporated
herein by reference to Exhibit 10.33e to the Company’s Annual Report on
Form 10-KSB, filed with the Commission on April 15,
2008.
|
|
10.35
|
Membership
Interest Purchase Agreement, dated March 4, 2008, between Delta Mutual,
Inc. and Egani, Inc. Incorporated herein by reference to Exhibit 10.35 to
the Company’s Current Report on Form 8-K, filed with the Commission on
March 11, 2008.
|
|
10.36
|
Consulting Services
Agreement, dated September 10, 2007, between Delta Mutual, Inc. and
Security Systems International, Inc. Incorporated herein by
reference to Exhibit 10.36 to the Company’s Current Report on Form 8-K,
filed with the Commission on March 11, 2008.
|
|
10.37
|
Form
of 6% promissory notes issued March 6, 2008 by the Company in the
aggregate principal amount of $121,000. Incorporated herein by reference
to Exhibit 10.37 to the Company’s Current Report on Form 8-K, filed with
the Commission on March 11, 2008.
|
|
10.37a
|
Amendment,
dated as of September 2, 2008, to 6% Promissory Note in the principal
amount of $21,000. Incorporated herein by reference to Exhibit 10.37a to
the Company’s Quarterly Report on Form 10-Q, filed with the Commission on
November 18, 2008.
|
|
10.37b
|
Amendment,
dated as of September 18, 2008, to 6% Promissory Note in the principal
amount of $100,000. Incorporated herein by reference to Exhibit 10.37b to
the Company’s Quarterly Report on Form 10-Q, filed with the Commission on
November 18, 2008.
|
|
10.38
|
6%
Promissory Note of the Company issued in the principal amount of $20,000
on April 15, 2008. Incorporated herein by reference to Exhibit 10.38 to
the Company’s Quarterly Report on Form 10-Q, filed with the Commission on
July 3, 2008.
|
|
10.38a
|
Amendment,
dated as of October 8, 2008, to 6% Promissory Note in the principal amount
of $20,000. Incorporated herein by reference to Exhibit 10.38a to the
Company’s Quarterly Report on Form 10-Q, filed with the Commission on
November 18, 2008.
|
|
10.39
|
6%
Promissory Note of the Company issued in the principal amount of $9,550 on
April 28, 2008. Incorporated herein by reference to Exhibit 10.39 to the
Company’s Quarterly Report on Form 10-Q, filed with the Commission on July
3, 2008.
|
|
10.39a
|
Amendment,
dated as of October 10, 2008, to 6% Promissory Note in the principal
amount of $9,550. Incorporated herein by reference to Exhibit 10.39a to
the Company’s Quarterly Report on Form 10-Q, filed with the Commission on
November 18, 2008.
|
|
10.40
|
6 %
Promissory Note of the Company issued in the principal amount of $16,900
on May 14, 2008. Incorporated herein by reference to Exhibit 10.40 to the
Company’s Quarterly Report on Form 10-Q, filed with the Commission on July
3, 2008.
|
|
10.40a
|
Amendment,
dated as of November 4, 2008, to 6% Promissory Note in the principal
amount of $16,900. Incorporated herein by reference to Exhibit 10.40a to
the Company’s Quarterly Report on Form 10-Q, filed with the Commission on
November 18, 2008.
|
10.42
|
6%
Promissory Note of the Company issued in the principal amount of $22,413
on July 7, 2008. Incorporated herein by reference to Exhibit 10.42 to the
Company’s Quarterly Report on Form 10-Q, filed with the Commission on
November 18, 2008.
|
|
10.43
|
6%
Promissory Note of the Company issued in the principal amount of $13,350
on September 18,2008. Incorporated herein by reference to Exhibit 10.43 to
the Company’s Quarterly Report on Form 10-Q, filed with the Commission on
November 18, 2008.
|
|
10.44
|
6%
Promissory Note of the Company issued in the principal amount of $16,650
on September 19,2008. Incorporated herein by reference to Exhibit 10.44 to
the Company’s Quarterly Report on Form 10-Q, filed with the Commission on
November 18, 2008.
|
|
10.45
|
6%
Promissory Note of the Company issued in the principal amount of $10,000
on October 3, 2008. Incorporated herein by reference to Exhibit 10.45 to
the Company’s Quarterly Report on Form 10-Q, filed with the Commission on
November 18, 2008.
|
|
10.46
|
6%
Promissory Note of the Company issued in the principal amount of $28,500
on October 22, 2008. Incorporated herein by reference to Exhibit 10.46 to
the Company’s Quarterly Report on Form 10-Q, filed with the Commission on
November 18, 2008.
|
|
10.47
|
6%
Promissory Note dated as of November 20, 2008 by Delta Mutual, Inc. to
Santiago Peralta in the principal amount of $14,000. Incorporated herein
by reference to Exhibit 10.47 to the Company’s Annual Report on Form 10-K,
filed with the Commission on April 14, 2009.
|
|
10.48
|
Amendment
dated as of November 24, 2008 to 6% promissory notes issued to Egani, Inc.
in the aggregate principal amount of $43,900. Incorporated herein by
reference to Exhibit 10.48 to the Company’s Annual Report on Form 10-K,
filed with the Commission on April 14, 2009.
|
|
10.48a
|
Second
Amendment, dated as of April 16, 2009, to 6% promissory notes issued to
Egani, Inc. Incorporated herein by reference to Exhibit 10.48a to the
Company’s Quarterly Report on Form 10-Q, filed with the Commission on May
20, 2009.
|
|
10.49
|
Amendment
dated as of December 14, 2008 to 6% promissory notes issued to Security
Systems International, Inc. in the aggregate principal amount of $136,900.
Incorporated herein by reference to Exhibit 10.49 to the Company’s Annual
Report on Form 10-K, filed with the Commission on April 14,
2009.
|
|
10.49a
|
Second
Amendment, dated as of April 16, 2009, to 6% promissory notes issued to
Security Systems International, Inc. Incorporated herein by reference to
Exhibit 10.49a to the Company’s Quarterly Report on Form 10-Q, filed with
the Commission on May 20, 2009.
|
|
10.50
|
6%
Promissory Note dated as of December 15, 2008 to Security Systems
International, Inc. in the principal amount of $8,190. Incorporated herein
by reference to Exhibit 10.50 to the Company’s Annual Report on Form 10-K,
filed with the Commission on April 14, 2009.
|
|
10.51
|
6%
Promissory Note dated as of January 22, 2009 to Security Systems
International, Inc. in the principal amount of $7,686. Incorporated herein
by reference to Exhibit 10.51 to the Company’s Annual Report on Form 10-K,
filed with the Commission on April 14,
2009.
|
10.52
|
6%
Promissory Note dated as of February 10, 2009 to Security Systems
International, Inc. in the principal amount of $15,950. Incorporated
herein by reference to Exhibit 10.52 to the Company’s Annual Report on
Form 10-K, filed with the Commission on April 14, 2009.
|
|
10.53
|
6%
Promissory Note dated as of February 18, 2009 to Security Systems
International, Inc. in the principal amount of $5,000. Incorporated herein
by reference to Exhibit 10.53 to the Company’s Annual Report on Form 10-K,
filed with the Commission on April 14, 2009.
|
|
10.54
|
6%
Promissory Note dated as of February 19, 2009 to Malcolm W. Sherman in the
principal amount of $5,000. Incorporated herein by reference to Exhibit
10.54 to the Company’s Annual Report on Form 10-K, filed with the
Commission on April 14, 2009.
|
|
10.55
|
6%
Promissory Note dated as of March 20, 2009 to Security Systems
International, Inc. in the principal amount of $19,767. Incorporated
herein by reference to Exhibit 10.55 to the Company’s Annual Report on
Form 10-K, filed with the Commission on April 14, 2009.
|
|
10.56
|
6%
Promissory Note dated as of March 25, 2009 to Security Systems
International, LLC in the principal amount of $8,577. Incorporated herein
by reference to Exhibit 10.56 to the Company’s Annual Report on Form 10-K,
filed with the Commission on April 14, 2009.
|
|
10.57
|
6%
Promissory Note dated as of April 2, 2009 to Security Systems
International, LLC in the principal amount of $14,987. Incorporated herein
by reference to Exhibit 10.57 to the Company’s Annual Report on Form 10-K,
filed with the Commission on April 14, 2009.
|
|
10.57a
|
Amended
and Restated 6% Promissory Noted dated as of April 15, 2009 to Security
Systems International LLC. Incorporated herein by reference to Exhibit
10.57a to the Company’s Quarterly Report on Form 10-Q, filed with the
Commission on August 6, 2009.
|
|
10.58
|
Agreement,
dated as of November 1, 2009, between the Company and Valucorp, filed
herewith.
|
|
10.59
|
Note
Extension Agreement, dated December 31, 2009, between the Company and Neil
Berman, the Anthony Panariello Trust, the Danielle Panariello Trust and
the Michaela Panariello Trust, filed herewith.
|
|
14.
|
Delta
Mutual, Inc. Code of Conduct and Business Ethics. Incorporated herein by
reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-KSB,
filed with the Commission on April 14, 2005.
|
|
31.1
|
Certification
of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002, filed herewith.
|
|
31.2
|
Certification
of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002, filed herewith.
|
|
32.1
|
Certification
of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed
herewith.
|
|
32.2
|
Certification
of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed
herewith.
|
DELTA
MUTUAL, INC.
|
||
Dated: April
15, 2010
|
||
By:/s/
Daniel R. Peralta
|
|
|
Dr.
Daniel R. Peralta
|
||
President,
Chief Executive Officer,
|
||
Principal
Financial Officer and Director
|
||
By:
/s/ Michael Gilburd
|
|
|
Michael
Gilburd
|
||
Interim
Chief Financial Officer
|
||
and
Principal Accounting
Officer
|
/s/
Daniel R. Peralta
|
|
Dr.
Daniel R. Peralta, President, Chief Executive Officer and
Director
|
|
/s/
Malcolm W. Sherman
|
|
Malcolm
W. Sherman
Executive
Vice President and
Director
|