DELTA MUTUAL INC (Form: 10-Q, Received: 11/18/2008 15:23:07)

SECURITIES AND EXCHANGE COMMISSION

______________________________________

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2008

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to _________________

Commission File Number 000-30563

(Exact name of registrant as specified in its charter)

DELAWARE		14-1818394

(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

111 North Branch Street, Sellersville, PA		18960
(Address of Principal Executive Offices)		(Zip Code)

(Registrant’s Telephone Number, Including Area Code)

(Former Name, Former Address and Former Fiscal Year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was

required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a smaller reporting company. (Check One):

Large accelerated filer	o	Accelerated filer o

Non-accelerated filer	o	Smaller reporting company x

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No

The number of shares outstanding the issuer's common stock, par value $.0001 per share, was 221,849,158 as of November 14, 2008.

	Page

Part I. Financial Information	1

Item 1. Financial Statements	1

Consolidated Balance Sheet as of September 30, 2008 and as of December 31, 2007 (unaudited)	2

Consolidated Statements of Operations for the Nine and Three Months Ended September 30, 2008 and 2007 (unaudited)	3

Consolidated Statements of Stockholders’ Equity (unaudited)	4-5

Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2008 and 2007 (unaudited)	6-7

Notes to Unaudited Consolidated Financial Statements	8

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	24

Item 3. Quantitative and Qualitative Disclosures About Market Risk	27

Item 4T.Controls and Procedures.	28

Part II. Other Information	28

Item 1A. Risk Factors.	28

Item 5. Other Information.	29

Item 6. Exhibits.	29

Signatures	30

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Certain information and footnote disclosures required under accounting principles generally accepted in the United States of America have been condensed or omitted from the following consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission. It is suggested that the following consolidated financial statements be read in conjunction with the year-end consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-KSB for the year ended December 31, 2007.

The results of operations for the three and nine months ended September 30, 2008 and 2007 are not necessarily indicative of the results for the entire fiscal year or for any other period.

DELTA MUTUAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(UNAUDITED)

	September 30,			December 31,
	2008			2007
ASSETS
Current Assets:
Cash	$	706,082		$	-
Investments		1,720,235			5,879,020
Total Current Assets		2,426,317			5,879,020

Property and equipment - net		208,194			-
Investments		-			1,130,000
Other assets		650			-

TOTAL ASSETS	$	2,635,161		$	7,009,020

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Accounts payable	$	147,978		$	239,552
Accrued expenses		1,287,461			-
Convertible debt		253,740			-
Notes payable		400,518			-
Total current liabilities		2,089,697			239,552

Long Term Liabilities
Concessions		-			2,300,000

TOTAL LIABILITIES		2,089,697			2,539,552

Minority interest in consolidated subsidiaries		226,528			-

Stockholders' Equity:
Common stock $0.0001 par value - authorized 250,000,000 shares; 221,849,158 and 130,000,000 shares issued and outstanding at September 30, 2008 and December 31, 2007 respectively		22,185			13,000
Additional paid-in-capital		12,932,853			2,587,000
Retained earnings (deficit)		(12,636,102	)		1,869,468
Total Stockholders' Equity		318,936			4,469,468

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY	$	2,635,161		$	7,009,020

See Notes to Unaudited Consolidated Financial Statements

DELTA MUTUAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Nine Months Ended September 30,						Three Months Ended September 30,
	2008			2007			2008			2007

Investment results	$	(2,051,672	)	$	(313,859	)	$	1,339		$	653,186
Operating income		22,008			-			22,008			-
Revenue		(2,029,664	)		(313,859	)		23,347			653,186

General and administrative expenses		1,153,228			-			155,096			(399	)
Impairment of fixed asset		138,127			-			138,127			-
Loss on intellectual property		122,742			-			-			-
Valuation results		22			(4,263	)		-			(640	)
		1,414,119			(4,263	)		293,223			(1,039	)

Loss from operations		(3,443,783	)		(309,596	)		(291,884	)		654,225

Interest expense		15,935			-			(8,325	)		-

Loss before minority interest		(3,427,848	)		(309,596	)		(300,209	)		654,225

Minority interest share of (income) loss of consolidated subsidiaries		5,131			-			(13,684	)		-

Loss before benefit from income taxes		(3,422,717	)		(309,596	)		(313,893	)		654,225

Benefit from income taxes		-			-			-			-

Net income (loss)	$	(3,422,717	)	$	(309,596	)	$	(313,893	)	$	654,225

Loss per common share- basic and diluted	$	(0.02	)	$	(0.00	)	$	(0.00	)	$	0.01

Weighted average number of common shares outstanding- basic and diluted		220,693,757			130,000,000			221,849,158			130,000,000

See Notes to Unaudited Consolidated Financial Statements

DELTA MUTUAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

	Number of
	Common		Common		Paid in		Retained
	Shares		Stock		Capital		Earnings		Total

Balance, January 1, 2007		130,000,000	$	13,000	$	2,587,000	$	1,527,912	$	4,127,912

Net income		-		-		-		341,556		341,556

Balance, December 31, 2007		130,000,000	$	13,000	$	2,587,000	$	1,869,468	$	4,469,468

See Notes to Unaudited Consolidated Financial Statements

DELTA MUTUAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

	Number of
	Common		Common		Paid in		Retained
	Shares		Stock		Capital		Earnings (Deficit)			Total

Balance, January 1, 2008		130,000,000	$	13,000	$	2,587,000	$	1,869,468		$	4,469,468

Effect of reverse acquisition		78,882,953		7,888		9,366,766		(11,082,853	)		(1,708,199	)

Issuance of common stock for services (valued at $0.02 per share)		10,550,000		1,055		237,445		-			238,500

Issuance of common stock for debt (valued at $0.02 per share)		2,300,571		230		143,370		-			143,600

Issuance of common stock for interest (valued at $0.02 per share)		115,634		12		7,036		-			7,048

Contribution from stockholder		-		-		1,000		-			1,000

Stock based compensation expense		-		-		590,236		-			590,236

Net (loss)		-		-		-		(3,422,717	)		(3,422,717	)

Balance, September 30, 2008		221,849,158	$	22,185	$	12,932,853	$	(12,636,102	)	$	318,936

See Notes to Unaudited Consolidated Financial Statements

DELTA MUTUAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended September 30,
	2008			2007
Cash flows from operating activities:

Net loss	$	(3,422,717	)	$	(309,596	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		25,377			-
Non-cash compensation		245,548			-
Impairment of fixed asset		138,127
Loss on intellectual property		122,742
Compensatory element of option issuance		590,236			-
Minority interest in income (losses) of
consolidated subsidiaries		(5,131	)		-
Changes in operating assets
and liabilities		(200,243	)		-
Net cash used in operating activities		(2,506,061	)		(309,596	)

Cash flows from investing activities:
Decrease in investments		2,988,785			309,596
Cash received upon acquisition		57,633			-
Net cash provided by investing activities		3,046,418			309,596

Cash flows from financing activities:
Proceeds from loans		219,863			-
Repayment of loan		(60,000	)		-
Proceeds from minority interest		5,862			-

Net cash provided by financing activities		165,725			-

Net increase in cash		706,082			-
Cash - Beginning of period		-			-
Cash - End of period	$	706,082		$	-

See Notes to Unaudited Consolidated Financial Statements

DELTA MUTUAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Continued)

(UNAUDITED)

	Nine Months Ended September 30,
	2008			2007
Supplementary information:
Changes in operating assets and liabilities consists of:
(Increase) decrease in prepaid expenses	$	1,914		$	-
Increase in accounts payable and accrued expenses		(202,157	)		-
	$	(200,243	)	$	-
Non-cash financing activities:

Issuance of common stock for debt	$	143,600		$	-

Issuance of common stock in lieu of payment of accrued expenses	$	7,048		$	-

Issuance of common stock for services	$	238,500		$	-

See Notes to Unaudited Consolidated Financial Statements

DELTA MUTUAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

For the Nine Months Ended September 30, 2008 and 2007

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Delta Mutual, Inc. and subsidiaries (“Delta” or the “Company”) was incorporated in Delaware on November 17, 1999. Since 2003, the principal business activities of the Company were focused on providing environmental and construction technologies and services to certain geographic reporting segments in the Far East, Middle East and the United States.

On March 4, 2008, the Company entered into a Membership Interest Purchase Agreement (the “Agreement”) with Egani, Inc., an Arizona corporation (“Egani”). Pursuant to the Agreement, the Company acquired from Egani 100% of the issued and outstanding membership interests held by Egani in Altony S.A., an Uruguay Sociedad Anonima (“Altony”), which owns 100% of the issued and outstanding membership interests in South American Hedge Fund LLC, a Delaware limited liability company (“SAHF”). At the closing of the Agreement, the Company issued 130,000,000 shares of its common stock to Egani, for the purchase of all of the outstanding membership interests in Altony which constituted, following such issuance, a majority of the outstanding shares of the Company’s common stock.

Immediately following the closing of the Agreement, Altony became a wholly owned subsidiary of the Company. For accounting purposes only, the transaction was treated as a recapitalization of the Company with Altony as the acquirer. The financial statements prior to March 4, 2008 are those of Altony and reflect the assets and liabilities of Altony at historical carrying amounts. The financial statements show a retroactive restatement of Altony’s historical stockholders’ equity to reflect the equivalent number of shares issued to the subsidiary.

The principal business activity of Altony is the ownership and management of its SAHF subsidiary. SAHF has initially focused on oil and gas investments in Argentina and intends to continue its focus on the energy sector, including the development and supply of energy and alternate energy sources in Latin America and North America.

In August 2007, SAHF signed a purchase option for a partial interest in oil and gas concessions in Argentina. SAHF is in the process of obtaining the necessary government and environmental permits to operate these concessions. In the third quarter of 2008, SAHF agreed to exchange certain development rights it held in these concessions for ownership interests in the oil and gas production from these concession ranging from nine to 23.5 percent.

The Company intends to continue its environmental technology and other activities in the Middle East that are conducted by its joint venture subsidiary Delta-Envirotech, Inc. (“Envirotech”), headquartered in Virginia. The construction technology activities that were conducted by the Company’s wholly owned subsidiary Delta Technologies, Inc. (“Technologies”) are being phased out because the Company has elected not to pursue its patent for the insulating concrete wall forming (ICF) system known as Delta Wall .

BASIS OF PRESENTATION

The consolidated balance sheet as of September 30, 2008, and the consolidated statements of operations and cash flows for the periods presented herein have been prepared by the Company and are unaudited. In the opinion of management, all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly, the financial position, results of operations and cash flows for all periods presented have been made. The information for the consolidated balance sheet as of December 31, 2007 was derived from audited financial statements.

The consolidated financial statements for the period ended September 30, 2008 have been prepared on a going concern basis which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. Management recognizes that the Company's continued existence is dependent upon its ability to obtain needed working capital through additional equity and/or debt financing and revenue to cover expenses as the Company continues to incur losses.

The Company's business is subject to most of the risks inherent in the establishment of a new business enterprise. The likelihood of success of the Company must be considered in light of the expenses, difficulties, delays and unanticipated challenges encountered in connection with the formation of a new business, raising operating and development capital, and the marketing of a new product. There is no assurance the Company will ultimately achieve a profitable level of operations.

The Company presently does not have sufficient liquid assets to finance its anticipated funding needs and obligations. The Company's continued existence is dependent upon its ability to obtain needed working capital through additional equity and/or debt financing and achieve a level of sales adequate to support its cost structure. Management is actively seeking additional capital to ensure the continuation of its current activities and complete its proposed activities. However, there is no assurance that additional capital will be obtained or that the Company’s subsidiaries will be profitable. These uncertainties raise substantial doubt about the ability of the Company to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties should the Company be unable to continue as a going concern.

SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The Company's financial statements include the accounts of all majority-owned subsidiaries where its ownership is more than 50 percent of common stock. The consolidated financial statements also include the accounts of any Variable Interest Entities ("VIEs") where the Company is deemed to be the primary beneficiary, regardless of its ownership percentage. All significant intercompany balances and transactions with consolidated subsidiaries are eliminated in the consolidated financial statements. Where the Company's ownership interest is less than 100 percent, the minority ownership interests are reported in the consolidated balance sheet as a liability. The minority ownership interest of the Company's earnings or loss, net of tax, is classified as "Minority interest share of earnings (loss) of consolidated subsidiaries" in the consolidated statements of operations.

USE OF ESTIMATES

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

LOSS PER SHARE

Basic and diluted loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the year. Potential common shares are excluded from the loss per share calculation because the effect would be antidilutive. Potential common shares relate to the convertible debt, stock options and common stock purchase warrants. As of September 30, 2008, there were 2,749,920 potential common shares related to convertible debt and 3,500,000 potential common shares related to stock options.

REVENUE RECOGNITION

The Company recognizes revenue from the results of its investment portfolio as the difference between proceeds from the sale of securities and their acquisition cost, less commissions paid to the firm that conducts the securities transactions.

EVALUATION OF LONG-LIVED ASSETS

The Company reviews property and equipment and finite-lived intangible assets for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable in accordance with guidance in Statement of Financial Accounting Standards (SFAS) No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets." If the carrying value of the long-lived asset exceeds the present value of the related estimated future cash flows, the asset would be adjusted to its fair value and an impairment loss would be charged to operations in the period identified.

DEPRECIATION AND AMORTIZATION

Property and equipment are stated at cost. Depreciation is provided for by the straight-line method over the estimated useful lives of the related assets.

STOCK-BASED COMPENSATION

The Company has a stock-based compensation plan under which stock options are granted to employees. Effective January 1, 2006, the Company accounts for stock based compensation under Statement of Financial Accounting Standards ("SFAS") No. 123(R), "Share-Based Payment." The Company adopted SFAS 123(R) using the modified prospective method. Under modified prospective application, this SFAS applies to new awards and to awards for which the requisite service has not been rendered that are outstanding as of the required effective date shall be recognized as the requisite service is rendered on or

after the required effective date. The compensation cost for the portion of awards shall be based on the grant-date fair value of those awards as calculated for either recognition or pro forma disclosures under SFAS 123. Changes to the grant-date fair value of equity awards granted before the required effective date of this Statement are precluded. The compensation cost for those earlier awards shall be attributed to periods beginning on or after the required effective date of this SFAS using the attribution method that was used under SFAS 123, except that the method of recognizing forfeitures only as they occur shall not be continued.

INCOME TAXES

The Company accounts for income taxes using an asset and liability approach under which deferred taxes are recognized by applying enacted tax rates applicable to future years to the differences between financial statement carrying amounts and the tax basis of reported assets and liabilities. The principal item giving rise to deferred taxes are future tax benefits of certain net operating loss carryforwards.

FOREIGN CURRENCY TRANSLATION

The functional currency for some foreign operations is the local currency. Assets and liabilities of foreign operations are translated at balance sheet date rates of exchange and income, expense and cash flow items are translated at the average exchange rate for the period. Translation adjustments in future periods will be recorded in Cumulative Other Comprehensive Income. The translation gains or losses were not material for the nine and three months ended September 30, 2008 and 2007.

INTANGIBLES

SFAS No. 142, "Goodwill and Other Intangible Assets," specifies the financial accounting and reporting for acquired goodwill and other intangible assets. Goodwill and intangible assets deemed to have indefinite useful lives are not amortized but are subject to, at a minimum, an annual impairment test. If the carrying value of goodwill or intangible assets exceeds its fair market value, an impairment loss would be recorded.

FAIR VALUE OF FINANCIAL INSTRUMENTS

For financial instruments including cash, investments, accounts payable, accrued expenses, notes payable and convertible debt, it was assumed that the carrying amount approximated fair value because of the short maturities of such instruments.

NEW FINANCIAL ACCOUNTING STANDARDS

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities,” an amendment of FASB Statement No. 133 (“SFAS No. 161”). The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance and cash flows. It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company does not believe that SFAS No. 161 will have a material impact on its financial statements.

In May 2008, t he FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS No. 162”). SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States. This Statement is effective sixty days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.” The Company is currently evaluating the potential impact, if any, of the adoption of SFAS No. 162 on its financial statements.

In February 2008, the FASB issued FASB Staff Position SFAS 157-1, “Application of SFAS No. 157 to SFAS No. 13 and Its Related Interpretative Accounting Pronouncements that Address Leasing Transactions” (“FSP SFAS 157-1”) and FASB Staff Position SFAS 157-2, “Effective Date of SFAS No. 157” (“FSP SFAS 157-2”). FSP SFAS 157-1 excludes SFAS No. 13 and its related interpretive accounting pronouncements that address leasing transactions from the requirements of SFAS No. 157, with the exception of fair value measurements of assets and liabilities recorded as a result of a lease transaction but measured pursuant to other pronouncements within the scope of SFAS No. 157. FSP SFAS 157-2 delays the effective date of SFAS No. 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). FSP SFAS 157-1 and FSP SFAS 157-2 became effective for the Company upon adoption of SFAS No. 157 on January 1, 2008. The Company will provide the additional disclosures required relating to the fair value measurement of nonfinancial assets and nonfinancial liabilities when it fully implements SFAS No. 157 on January 1, 2009, as required, and does not believe they will have a significant impact on its financial statements.

2. INVESTMENTS

The Company invests in public and private securities of the United States and Latin American countries as well as long-term investments in oil and gas concessions. The fair market value of these investments at September 30, 2008 and December 31, 2007 is indicated below.

	September 30,		December 31,
	2008		2007

Public securities	$	—	$	322,300
Private securities		—		5,556,720
Current investments		—		5,879,020

Oil and gas concessions		1,720,235		1,130,000

	$	1,720,235	$	7,009,020

3. PROPERTY AND EQUIPMENT

	September 30,		December 31,
	2008		2007

Equipment	$	316,908	$	—
Leasehold improvements		7,807		—
		324,715		—
Less accumulated depreciation		116,256		—

	$	208,194	$	—

During the quarter ended September 30, 2008, the Company wrote off $138,127 of the value of its equipment that was used in its Indonesian operations. Depreciation expense for the nine and three months ended September 30, 2008, amounted to $21,802 and $265, respectively.

4. INTANGIBLE ASSETS

Intangible assets consisted of intellectual property included in a patent application. The Company elected not to pursue the patent application and wrote-off $122,742 of the unamortized amounts during the quarter ended June 30, 2008. Amortization expense was $3,575 and $-0- for the nine and three months ended September 30, 2008, respectively. Other intangible assets consisted of the following:

	September 30,		December 31,
	2008		2007

Gross Carrying Amount	$	143,000	$	—

Accumulated Amortization		143,000		—
Intellectual property costs	$	—	$	—

5.	INVESTMENT IN JOINT VENTURES

In December 2003, the Company formed a joint venture to develop Section 124, low income housing in the Commonwealth of Puerto Rico. The Company became the general partner and 75% majority owner of a limited partnership, Delta Development Partners, LP that owns the 85% majority share of Delta Developers Corp., a Puerto Rico corporation, formed to manage the construction and related activities required to build approximately 270 homes under Section 124. During the year ended December 31, 2006, the activities associated with this joint venture were discontinued.

In October 2004, the Company formed a second joint venture to develop Section 124 low income housing in Puerto Rico. The Company became the general partner and majority owner of a limited partnership, Delta Development Partners II, LP that owns the 85% majority share of Delta Developers Guayanilla Corp., a Puerto Rico corporation formed to manage the construction and related activities required to build approximately 300 homes under Section 124. During the first quarter of 2007, the activities associated with this joint venture were discontinued and the land deposit was returned to the joint venture.

In November 2006, the Company entered into a new joint venture to develop Section 124 housing in Puerto Rico. The Company became the general partner and 35% minority owner of limited partnership, Delta TA, LP formed to manage the construction and related activities to build approximately 338 residential units under the Section 124 program. As of the quarter ended September 30, 2007, the Puerto Rico housing development activities associated with this partnership were discontinued.

On January 14, 2004, the Company entered into a joint venture agreement with Hi tech Consulting and Construction, Inc. (“Hi Tech”) forming Delta-Envirotech, Inc. for the purpose of providing environmental technologies and services to markets in the Middle East. The joint venture company is based in Virginia and focuses on participating in foreign government sponsored pollution remediation and other projects.

In July 2004, the Company and Hi-Tech, pursuant to an agreement to purchase stock dated January 14, 2004, each sold 75 shares of the joint venture to a third party, representing a ten percent (10%) interest for $2. The Company and Hi-Tech each own forty-five percent (45%) of the joint venture.

Delta-Envirotech, Inc. meets the definition of a Variable Interest Entity as defined in Financial Accounting Standards Board Interpretation No. 46 (FIN 46),"Consolidation of Variable Interest Entities" requiring the primary beneficiaries of a variable interest entity to consolidate that entity. The primary beneficiary of a variable interest entity is the party that absorbs the majority of the expected losses of the entity or receives a majority of the entity's expected residual return, or both, as a result of ownership, contractual or other financial interest in the entity.

c.	Minority interests primarily consist of outside investors ownership interest in Delta Development Partners, L.P.; Delta Development Partners II, L.P.; Delta TA, LP; Delta Developers Corp.; Delta Developers Guayanilla Corp.; Delta-Envirotech, Inc. and PT Triyudha– Envirotech.

The income and losses from operations of these entities and their respective minority interests have been reflected in the Company's statement of operations for the nine and three months ended September 30, 2008. There are excess losses not absorbed by the minority interests due to limitations of their capital contributions. In future periods, the profits first attributable to the minority interests will be first absorbed against any unused losses until the losses are fully absorbed. The amount on the Company's consolidated balance sheet represents the minority interests as of September 30, 2008 and December 31, 2007.

The following represents a schedule of minority interests as of:

	September 30,		December 31,
	2008		2007
Delta Development Partners L.P.	$	83,790	$	—
Delta Development Partners II, L.P.		37,718		—
Delta TA L.P.		105,020		—
Delta Developers Corp.		—		—
Delta Developers Guayanilla Corp.		—		—
Delta-Envirotech, Inc.		—		—
PT Triyudha - Envirotech		—		—
	$	226,528	$	—

6. NOTES PAYABLE

In April 2005, the Company issued three 8% term notes to private investors in the amount of $210,655, with the principal and interest due at maturity on October 2, 2005. Pursuant to note modification agreements, the maturity dates of these notes were extended and in June 2006 these notes became payable on written demand by the lenders. In March 2008, the Company paid $60,000 of the principal amount of the original notes and each of the three notes was amended and restated. By amendment, the noteholders waived all of the accrued and unpaid interest on the original notes and the aggregate principal amount was reduced to $150,655. The amended and restated notes bear interest of 8% and matured on November 6, 2008. The Company did not repay the notes on the maturity date. The Company is currently negotiating amended terms with the noteholders. If the Company and the noteholders can not agree upon an amendment to the note, including an extension of the maturity date, the Company may receive a notice of default. Interest expense for the nine and three months ended September 30, 2008 amounted to $(30,830) and $3,913, respectively. As of September 30, 2008, accrued interest of $7,031 is included in accrued expenses on the Company's consolidated balance sheet.

In May 2006, the Company borrowed $30,000 from an investor (formerly a related party) at interest of 6% per annum with the principal and interest due on May 17, 2008. In May 2008, the note was amended extending the maturity date to August 15, 2008. The Company did not repay the note on the maturity date but the noteholder has verbally agreed not to make written demand for payment. The Company is currently negotiating amended terms with the noteholder. If the Company and the noteholder can not agree upon an amendment to the note, including an extension of the maturity date, the Company may receive a notice of default. Interest expense for the nine and three months ended September 30, 2008 amounted to $1,350 and $450, respectively. As of September 30, 2008 accrued interest of $4,272 is included in accrued expenses on the Company's consolidated balance sheet.

In August 2007, the SAHF borrowed $2,300,000 from Oxipetrol-Petroleros de Ocidente, S.A. in conjunction with its investment in oil and gas concessions. This non interest-bearing loan had a maturity date of July 15, 2008. During the second quarter of 2008, $580,000 of the principal amount was repaid. The remaining principal amount of this note was repaid in July 2008.The principal amount of $-0- and $2,300,000, respectively, is included in long term liabilities on the Company’s consolidated balance sheet at September 30, 2008 and December 31, 2007.

7. CONVERTIBLE DEBT

During the year ended December 31, 2004, the Company issued convertible notes in the principal amounts of $961,400. The convertible notes had interest rates from 4% to 6% and matured at various dates between May 12, 2006 and January 16, 2007. These notes are convertible into common stock at a conversion price of $0.05 to $0.125 per share. One note, in the original principal amount of $129,160 that originally matured in May 2006 was amended during 2006 and 2007 extending the maturity date until June 2008. After partial conversion of the principal amount of this note in July 2006, and the payment of accrued interest in March 2007, the remaining principal amount and all accrued interest was converted into 1,491,886 shares of common stock in April 2008. Another note, in the principal amount of $193,740 that originally matured in May 2006 was amended during 2006 and 2007 extending the maturity date to December 1, 2007. The Company did not repay the note on the maturity date but the holder of this note has verbally agreed not to make written demand for payment. The Company is currently negotiating amended terms with the noteholder. If the Company and the noteholder can not agree upon an amendment to the note, including an extension of the maturity date, the Company may receive a notice of default. One note issued by the Company in the principal amount of $60,000, became payable upon written demand by the lender in September 2006. The balance of the convertible notes issued in 2004 was converted into 12,923,280 shares of common stock through September 30, 2008.

In connection with the issuance of the convertible notes, the Company issued 8,880,000 common stock purchase warrants at an exercise price of $0.10 per share. The warrants expired March 31, 2006.

The Company accounted for the warrants and the convertible debt with detachable warrants in accordance with Emerging Issues Task Force 00-27 and 00-19 and SFAS No. 33. The Company performed calculations allocating the proceeds of convertible debt with detachable warrants to each respective security at their fair values. The Company used the conversion value of the convertible debt and calculated fair value of the warrants using the Black-Scholes valuation model for its estimate of fair value. The Company compared the allocated proceeds of the convertible debt to the difference between its conversion value and face amount. The calculated fair value of the convertible debt of $722,855 was recorded as the value of the Beneficial Conversion Feature and accordingly credited to Additional Paid-in Capital. The value of the warrants of $235,545 was recorded as a reduction of the convertible debt. The convertible debt was recorded at zero. The convertible debt was accreted to its face value after 2004, 2005 and 2006 conversions, under the interest method per APB 21, until it either converted or matured.

In May 2006, the Company issued a convertible note to a related party in the principal amount of $16,000, bearing interest at 6% per annum. The note was convertible into common stock at a conversion price of $0.06 per share, the fair value at the date of issuance. The note matured on November 3, 2007 and upon maturity the Company issued 266,667 shares of common stock in payment of the principal amount and 24,000 shares of common stock in payment of $1,440 of accrued interest.

During the first quarter of 2007, the Company issued a convertible note to a related party in the principal amount of $17,000, and a convertible note to an investor in the principal amount of $266,000. Both notes had interest of 6% per annum and were convertible into common stock at a conversion price of $0.05 per share, the fair value at the date of issuance. Both notes matured in April 2008. In conjunction with the issuance of these two notes, the Company reclassified $266,000 recorded as deferred stock purchase, on its consolidated balance sheet as of December 31, 2006, to convertible notes at March 31, 2007. On October 30, 2007, the holder of the $266,000 note converted the principal amount of the note into 5,320,000 shares of common stock and waived all accrued interest. In April 2008, the Company issued 340,000 shares of common stock in payment of the principal amount of the $17,000 note and issued 20,400 shares of common stock in payment of the accrued interest of $1,020.

In April 2007, the Company issued a convertible note to a related party in the principal amount of $26,600 bearing interest of 6% per annum and convertible into common stock at the conversion price of $0.05 per share, the fair value at the date of issuance, with a maturity date of April 9, 2008. On the maturity date, the Company issued 532,000 shares of common stock in payment of the principal amount and 31,920 shares of common stock in payment of the accrued interest of $1,596.

During the second and third quarters of 2007, the Company borrowed $550,000 from an investor pursuant to the terms of a convertible promissory note with a maturity date of May 2008; interest of 10% per annum; and convertible into common stock at the conversion price of $0.05 per share, the fair value at the date of issuance. In September 2007, the investor converted the principal amount of the note into 11,000,000 shares of common stock and waived all accrued interest.

At September 30, 2008, the Company's outstanding convertible notes were convertible into 2,749,920 shares of common stock.

The following table shows the maturities by year of total face amount of the convertible debt obligations at September 30, 2008:

2008		$	253,740
		$	253,740

For the nine and three months ended September 30, 2008, the Company recorded interest expense of $7,728 and $1,937, respectively. As of September 30, 2008, accrued interest of $40,337 is included in accrued expenses on the Company's consolidated balance sheet.

8. ACCRUED EXPENSES

Accrued expenses consists of the following:

	September 30, 2008		December 31, 2007
Professional fees	$	12,500	$	—
Interest expense		57,445		—
Payroll expense		614,507		—
Payroll expense-officers		38,068		—
Payroll tax expense		41,464		—
Accrued consulting fees		144,000		—
Other accrued expenses		379,467		—
	$	1,287,461	$	—

During the nine months ended September 30, 2008, pursuant to a written agreement with the former president of the Company, $117,436 of his accrued payroll expense was eliminated .

9. LOANS FROM RELATED PARTIES

In March 2008, the Company borrowed $121,000, in the aggregate, from two stockholders of the Company, with interest of 6% per annum and the principal and interest due on September 6, 2008. These two notes have been amended extending the maturity dates to November 30, and December 15, 2008, respectively. The balance due to the stockholders is included in Notes Payable on the Company’s consolidated balance sheet at September 30, 2008. Accrued interest of $4,235 is included in accrued expenses on the Company’s consolidated balance sheet at September 30, 2008. The Company recorded interest expense of $4,235 and $1,815 for the nine and three months ended September 20, 2008, respectively.

During the second quarter of 2008, the Company borrowed $20,000, $9,550 and $16,900, respectively, from two stockholders of the Company. Each note bears interest of 6% per annum with the principal and accrued interest due on October 15 through November 14, 2008, the respective maturity dates. These notes have been amended, extending the respective maturity dates to November 30 through December 15, 2008. On June 27, 2008 the Company borrowed $19,500 from a stockholder and issued a 6% promissory note with principal and accrued interest due upon written demand by the lender. The June 27 ^th note was replaced by a note with identical terms, in the principal amount of $22,413 on July 7, 2008. Accrued interest of $1,505 is included in accrued expenses on the Company’s consolidated balance sheet at September 30, 2008. The Company recorded interest expense of $1,505 and $1,033 for the nine and three months ended September 30, 2008, respectively.

During the third quarter of 2008, the Company borrowed $32,913 from stockholders pursuant to two 6% promissory notes with principal and accrued interest due upon written demand by the lenders. Accrued interest of $75 is included in accrued expenses on the Company’s consolidated balance sheet at September 30, 2008. The Company recorded interest expense of $75 for the nine and three months ended September 30, 2008, respectively.

10. OTHER RELATED PARTY TRANSACTION

The Company's subsidiary, Delta-Envirotech, Inc. ("Envirotech") pays monthly office rent to David Razmara, the president of Envirotech and a stockholder of the Company, in the current amount of $2,000. The rent expense for the nine and three months ended September 30, 2008 amounted to $18,000 and $6,000, respectively.

11. STOCKHOLDERS' EQUITY

The Company issues shares of common stock for services and repayment of debt and interest valued at fair market value at time of issue.

a. For the nine months ended September 30, 2008, the Company issued 2,300,571 shares of common stock upon the conversion of convertible notes in the principal amount of $143,600, valued at $0.05 - $0.07 per share; and 115,634 shares of common stock for payment of accrued interest in the amount of $7,048, valued at $0.05 - $0.07 per share.

b. For the nine months ended September 30, 2008, the Company issued 10,550,000 shares of common stock for services valued at $238,500, valued at $0.02 - $0.07 per share.

12. DISCONTINUED OPERATIONS

During the quarter ended June 30, 2008, the Company discontinued all its operations in Indonesia and the activities of PT Triyhuda-Envirotech have been classified as discontinued operations. The assets and liabilities, results of operations, and cash flows of these discontinued operations have been included with the operations of the Company in its consolidated financial statements for the nine and three months ended September 30, 2008 due to the immaterial nature of the transactions.

13. BUSINESS SEGMENT INFORMATION

The Company’s reporting business segments are geographic and include North America (United States), South America, the Middle East and the Far East (Indonesia). The Company discontinued its Indonesian operations as of June 30, 2008. The Company formerly operated in a fifth reporting segment, Puerto Rico. The primary criteria by which financial performance is evaluated and resources allocated are revenue and operating income.

The following is a summary of key financial data:

	Nine Months Ended September 30,						Three Months Ended September 30,
	2008			2007			2008			2007

Total Revenue:
North America	$	—		$	—		$	—		$	—
South America		(2,051,672	)		(313,859	)		1,339			653,186
Indonesia		—			—			—			—
Middle East		22,008			—			22,008			—
Puerto Rico		—			—			—			—
	$	(2,029,664	)	$	(313,859	)	$	23,347		$	653,186

Loss from Operations:

North America	$	(1,161,245	)	$	—		$	(217,131	)	$	—
South America		(2,053,033	)		(309,596	)		(283	)		654,225
Indonesia		28,250			—			—			—
Middle East		(238,960	)		—			(69,881	)		—
Puerto Rico		(18,795	)		—			(4,589	)		—
	$	(3,443,783	)	$	(309,596	)	$	(291,884	)	$	654,225

14. INCOME TAXES

The Company adopted the provisions of Financial Accounting Standards Board Interpretation No. 48 “Accounting for Uncertainties in Income Taxes,” (“FIN 48”) on January 1, 2007. As a result of the implementation of FIN 48, the Company recognized no adjustment in the net liability for unrecognized income tax benefits.

15. SHARE BASED COMPENSATION

On January 1, 2006, the Company adopted SFAS No. 123(R) "Share-Based Payment," requiring the recognition of compensation expense in the Consolidated Statements of Operations related to the fair value of its employee share-based options and awards. SFAS No. 123(R) revises SFAS No. 123 "Accounting for Stock-Based Compensation" and supercedes APB Opinion No. 25 "Accounting for Stock Issued to Employees." SFAS No. 123(R) is supplemented by SEC Staff Accounting Bulletin ("SAB") No.107 "Share-Based Payment." SAB No.107 expresses the SEC staff's views regarding the interaction between SFAS No. 123(R) and certain SEC rules and regulations including the valuation of share-based payment arrangements.

The Company recognizes the cost of all employee stock options on a straight-line attribution basis over their respective contractual terms, net of estimated forfeitures. The Company has selected the modified prospective method of transition; accordingly, prior periods have not been restated. Prior to adopting SFAS No. 123(R), the Company applied APB Opinion No. 25, and related interpretation in accounting for its stock-based compensation plans. All employee stock options were granted at or above the grant date market price. Accordingly, no compensation cost was recognized for fixed stock option grants.

At September 30, 2008, the Company had one share-based compensation plan, which is described below. During the nine and three months ended September 30, 2008, the adoption of SFAS No.123(R) resulted in an aggregate pretax compensation expense recognized in net loss for stock based compensation of $590,235 and $196,745, respectively. For the nine and three months ended September 30, 2008, the aggregate pretax compensation expense caused basic and diluted earnings per common share to decrease by $-0- and $-0- per share, respectively.

The Company also issues shares of its common stock to non-employees as stock-based compensation. The Company accounts for the services using the fair market value of the services rendered. For the nine months ended September 30, 2008, the Company issued 10,550,000 shares, and recorded compensation expense of $238,500 in conjunction with the issuance of these shares.

Stock Option Plan

In December 2001, the Company's stockholders approved the 2001 Employee Stock Option Plan (the "2001 Plan"), pursuant to which 2,000,000 shares of common stock were reserved for issuance. In August 2004, the Company's stockholders approved the 2004 Stock Option Plan (the "2004 Plan"), pursuant to which 10,000,000 shares of common stock were reserved for issuance. As of September 30, 2008, there were 6,500,000 shares of common stock available for issuance under the 2004 Plan.

The Company was also authorized to issue shares of stock to its employees from its 2001 Plan. The Company expensed the issuance of stock awards in accordance with SFAS No. 123. Shares issued from the 2001 Plan were expensed at the time of issuance, as the stock issued had no restrictions to the employees.

The Company did not issue any stock options to its employees during the nine months ended September 30, 2008.

A summary of the option activity under the 2004 Plan as of December 31, 2007 and changes during the nine months ended September 30, 2008, is presented below.

Options	Shares			Weighted-Average Exercise Share Price		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value

Outstanding at January 1, 2008		7,978,000		$	0.11
Options granted		-		$	-
Options exercised		-		$	-
Options cancelled/expired		(4,478,000	)	$	0.11

Outstanding at September 30, 2008		3,500,000		$	0.11		2.6	$	(140,000	)

Exercisable at September 30, 2008		3,500,000		$	0.11		2.6		—

Stock compensation expense applicable to stock options for the nine and three months ended September 30, 2008 was approximately $590,236 and $196,745, respectively. The aggregate intrinsic value of options outstanding as of September 30, 2008 and December 31, 2007 was $(140,000) and $(718,020), respectively.

At September 30, 2008, there was $819,035 of total unrecognized compensation cost related to share-based compensation arrangements granted under the 2004 Plan. The cost is expected to be recognized over a weighted average period of 2.6 years.

16. COMMITMENTS AND CONTINGENCIES

Consulting Agreements

In August 2005, Delta Technologies, Inc. entered into a consulting agreement with Richard F. Straub, Jr. ("Straub") for a period of three years, to provide ongoing technical assistance and support in the production of Technologies' insulating concrete wall forming products.

For the nine and three moths ended September 30, 2008, consulting fees of $35,200 and $8,800, respectively, have been expensed and $100,000 of the stock value associated with the issuance of shares to Straub is included in accrued expenses on the Company's consolidated balance sheet as of September 30, 2008.

17. SUBSEQUENT EVENTS

a. In October and November 2008, the Company borrowed $38,500 from two stockholders of the Company pursuant to 6% promissory notes payable upon written demand by the lenders.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and notes thereto and other financial information included elsewhere in this report.

Certain statements contained in this report, including, without limitation, statements containing the words "believes," "anticipates," "expects" and words of similar import, constitute "forward looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including our ability to create, sustain, manage or forecast our growth; our ability to attract and retain key personnel; changes in our business strategy or development plans; competition; business disruptions; adverse publicity; and international, national and local general economic and market conditions.

We were incorporated in the State of Delaware on November 17, 1999. Since 2003, our principal business activities were focused on providing environmental and construction technologies and services in the Far East, the Middle East, and the United States.

On March 4, 2008, we entered into a Membership Interest Purchase Agreement (the “Agreement”) with Egani, Inc., an Arizona corporation (“Egani”). Pursuant to the Agreement, we acquired from Egani 100% of the issued and outstanding membership interests held by Egani in Altony S.A., an Uruguay Sociedad Anonima, (“Altony”) which owns 100% of the issued and outstanding membership interests in South American Hedge Fund LLC, a Delaware limited liability company (“South American Hedge Fund”). At the closing of the Agreement, we issued 130,000,000 shares of our Common stock to Egani for the purchase of all of its interest in Altony which constituted, following such issuance, a majority of the outstanding shares of our common stock. Immediately following the closing of the Agreement, Altony became a wholly owned subsidiary of the Company. For accounting purposes, the transaction was treated as a recapitalization of the Company with Altony as the acquirer.

The principal business of Altony is the ownership and management of South American Hedge Fund, a hedge fund that maintains its business office in Uruguay and invests in public and private securities of the United States and Latin American countries. South American Hedge Fund also plans to proceed with investments in oil and gas concessions in Argentina and intends to focus its investments in the energy sector, including development of energy producing investments and alternative energy production in Latin America, the United States and Canada.

RESULTS OF OPERATIONS

During the nine months ended September 30, 2008, we incurred a net loss of $3,422,717 primarily attributable to investment results of the South American Hedge Fund and general and administrative expenses. Our ability to continue as a going concern is dependent upon our ability to obtain funds to meet our obligations on a timely basis, obtain additional financing or refinancing as may be required, and ultimately to attain profitability. There are no assurances that we will be able to obtain additional financing or that such financing will be on terms favorable to us. The inability to obtain additional financing when needed would have a material adverse effect on our operating results.

NINE MONTHS ENDED SEPTEMBER 30, 2008 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2007.

During the nine months ended September 30, 2008, we incurred a net loss of approximately $3,423,000 compared to a net loss of approximately $310,000 for the nine months ended September 30, 2007.

The increase in our operating loss for the nine months ended September 30, 2008 over the comparable period of the prior year was due to an decrease of approximately $1,738,000 in investment results, combined with an increase of approximately $1,153,00 in general and administrative expenses and approximately $260,000 in charges against assets.

THREE MONTHS ENDED SEPTEMBER 30, 2008 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2007.

During the three months ended September 30, 2008, we incurred a net loss of approximately $314,000 compared to net income of approximately $654,000 for the three months ended September 30, 2007.

The increase of $946,109 in our loss from operations for the three months ended September 30, 2008 over the comparable period of the prior year was primarily due to a decrease in revenue of approximately $630,000, an increase in general and administrative expenses of approximately $155,000 and an impairment loss on fixed assets of approximately $138,000.

The Company’s newly-acquired South American Hedge Fund subsidiary has oil and gas investments in Argentina and will continue to focus on the energy sector, including the development and supply of energy and alternative energy sources in Latin America, the United States and Canada.

In August 2007, South American Hedge Fund signed a purchase option for four interests in oil and gas concessions in Argentina. We then started the process of obtaining the necessary government and environmental operating permits for our operation of these concessions. Our primary focus was, upon receipt of the governmental approvals relative to our investment in these concessions, to develop two wells per month.

During the third quarter, South American Hedge Fund finalized agreements with JHP International Petroleum Engineering, Ltd. (“JHP Petroleum”) and Maxipetrol Petroleros de Occidental, SA in which, in exchange for certain development rights, South American Hedge Fund acquired a 23.5% ownership interest in two oil and gas concessions known as the Jollin Concession and the Tonono Concession, located in Northern Argentina. These concessions are now producing oil in commercially accepted amounts. Based on first month test production, the wells located on these concessions are expected to produce between 3,700 and 4,600 barrel per month. One producing well in the Jollin Concession also contains natural gas. A test re-entry well at this location is expected to be completed in the fourth quarter of 2008. Natural gas production from this source is expected to reach between 530,00 and 600,000 cubic feet per day. South American Hedge Fund anticipates finalizing an agreement in December 2008 to construct a 37-kilometer gas pipeline from the Jollin Concession to a nearby refinery. It is estimated that the pipeline construction will require a minimum of 45 days before delivery of the natural gas will occur.

Also during the third quarter, South American Hedge Fund agreed to acquire a nine percent interest in concessions known as Tartagal Oriental and Morillo also located in the Salta Province of Northern Argentina, from JHP Petroleum and Oxipetrol-Petroleros de Occident, SA in exchange for the development rights to the Tartagal and Morillo concession held by it. This joint exploration and development venture has applied for government approval of its license to the concession rights for the next 25 years. Additionally, the application for the government operating permits for the Jollin and Tonono concessions have been amended to seek a ten-year renewal period beyond the initial 20-year operating period.

To supplement our growth, we may also consider mergers and acquisitions, although we have no acquisitions contemplated or under discussion at this time.

In addition, we are currently evaluating newly developed alternative energy technologies for possible investment and development.

Environmental and Construction Technologies and Services

Following the acquisition of Altony and South America Hedge Fund, we have continued to pursue environmental and other projects in the Middle East. These activities are conducted by our joint venture subsidiary, Delta-Envirotech, Inc. (“Envirotech”). We have operating control of Envirotech and hold a 45% percent ownership interest. Envirotech has entered into strategic alliance agreements with several United States-based entities with technologies and products in the environmental field to support its activities.

In 2007, we reached a working agreement to provide equipment to manufacture insulating concrete form (ICF) products for the building industry in Saudi Arabia. Because of lengthy and unexpected delays by the potential purchaser, we are evaluating whether or not to continue with this agreement or seek other purchasers of the equipment. Envirotech expanded its product line by securing the master distribution rights for the Middle East for a gas-imaging product used in oilfield and refining operations that has been approved for testing by ARAMCO, the Saudi government oil company. ARAMCO completed the field trials to test this equipment in during the third quarter.

During 2007, Envirotech, as a distributor, introduced an organic supplement designed to increase crop yield to a major Saudi Arabian farming operation, which completed the purchase of an initial order for filed trials during the third quarter. Envirotech received commission revenue of $22,000 associated with this purchase.

We have withdrawn from the Indonesia market. Our decision was based on the additional expenses we would incur to meet the new requirement of Pertamina (the government-owned oil company), that our processing equipment be moved off the refinery property. We are currently evaluating whether to redeploy the processing equipment or sell it to a third party.

Our construction technology activities were conducted by our wholly owned subsidiary, Delta Technologies, Inc. (“Technologies”). In August 2005, Technologies acquired certain intellectual property and filed a patent application for a new insulating concrete wall forming (ICF) system, called Delta Wall . During the second quarter of 2008, we elected not to incur the additional expense required to pursue the Delta Wall patent application and are developing a strategy to exit this business segment.

At September 30, 2008 we had a working capital surplus of $336,620, compared with a surplus of $5,639,468 at December 31, 2007. This decrease at September 30, 2008 is a result of a decrease in current investments of approximately $3,453,000 and an increase in current liabilities of approximately $1,850,000.

At September 30, 2008, we had total assets of $2,635,161, compared to total assets of $7,009,020 at December 31, 2007. The decrease in total assets was primarily due to the decrease in current assets of approximately $3,453,000 and a decrease in investments of $1,130,000.

CRITICAL ACCOUNTING ISSUES

The Company's discussion and analysis of its financial condition and results of operations are based upon the Company's financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of the financial statements requires the Company to make estimates and judgments that affect the reported amount of assets, liabilities, and expenses, and related disclosures of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including those related to intangible assets, income taxes and contingencies and litigation. The Company bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Accounting Pronouncements

In March 2008, the FASB issued SFAS No. 161 “Disclosures about Derivative Instruments and Hedging Activities,” an amendment of FASB Statement No. 133 (“SFAS No. 161”). The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance and cash flows. It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company does not believe that SFAS No. 161 will have a material impact on its financial statements.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS No. 162”). SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernment entities that are presented in conformity with generally accepted accounting principles (GAAP)in the United States. This Statement is effective sixty days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles.” The Company is currently evaluating the potential impact, if any, of the adoption of SFAS No.162 on its financial statements.

FOREIGN CURRENCY TRANSLATION

The functional currency for some foreign operations is the local currency. Assets and liabilities of foreign operations are translated at balance sheet date rates of exchange and income, expense and cash flow items are translated at the average exchange rate for the period. Translation adjustments in future periods will be recorded in Other Comprehensive Income. The translation gains or losses were not material for the periods ended September 30, 2008 and 2007.

GOODWILL AND OTHER INTANGIBLES

SFAS No. 142, "Goodwill and Other Intangible Assets,” specifies the financial accounting and reporting for acquired goodwill and other intangible assets. Goodwill and intangible assets that have indefinite useful lives are not amortized but rather they are tested at least annually for impairment unless certain impairment indications are identified.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are primarily exposed to foreign currency risk, interest rate risk and commodity price risk.

Foreign Currency Risk - Our financial results could be affected by factors such as changes in foreign currency exchange rates or, weak economic conditions in foreign markets. Because our revenue is reported in U.S. dollars, fluctuating exchange rates of the local currency, when converted into U.S. dollars, may have an adverse impact on our revenue and income. We have not hedged foreign currency exposures related to transactions denominated in currencies other than U.S. dollars. We do not engage in financial transactions for trading or speculative purposes.

Interest Rate Risk - Interest rate risk refers to fluctuations in the value of a security resulting from changes in the general level of interest rates. Investments that are classified as cash and cash equivalents have original maturities of three months or less. Interest income is sensitive to changes in the general level of U.S. interest rates. Although we have significant short-term investments, due to the short-term nature of our investments, we believe that there is not a material risk exposure.

Commodity Price Risk - With operations in the energy sector, our results will be dependent on the pricing of energy commodities.

ITEM 4T. CONTROLS AND PROCEEDURES

a. Disclosure controls and procedures.

As of the end of the Company's most recently completed fiscal quarter (the fourth fiscal quarter in the case of an annual report) covered by this report, the Company carried out an evaluation, with the participation of the Company's management, including the Company's Principal Executive Officer and Chief Financial Officer, of the effectiveness of the Company's disclosure controls and procedures pursuant to Securities Exchange Act Rule 13a-15. Based upon that evaluation, the Company's Principal Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms.

b. Changes in internal controls over financial reporting.

There have been no changes in the Company's internal controls over financial reporting that occurred during the Company's last fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS.

On September 16, 2008, the Company was notified of a complaint filed with the Pennsylvania Department of Labor & Industry by its former President and CEO alleging non-payment of wages in the amount of $53,271. The Company also received notice of a similar complaint filed by a former employee alleging non-payment of wages in the amount of $17,782. In October 2008, the Company entered into repayment agreements with both of the former employees.

ITEM 1A. RISK FACTORS.

There are material changes in the risk factors previously disclosed in our 10-KSB for the year ended December 31, 2007, which additional risk factors are relevant to and should be considered in connection with an evaluation of our energy and alternative energy businesses related to the acquisition of the South American Hedge Fund. These additional risks are as follows.

Governmental actions and political instability in Argentina may affect our results of operations.

We operate oil and gas producing properties in Argentina, which is current experiencing economic, currency and political instability. Our investments in the energy sector in Argentina subject us to the risks of disruptions or delays in shipments and currency risks . As a result, we would face risks of:

Ø	changes in laws and regulations, import, export and use of products, environmental protection, climate change and energy security, all of which may increase costs or reduce the demand for our products;

Ø	currency fluctuations;

Ø	changes in tariffs and taxes;

Ø	political and economic instability;

Ø	expropriation of our assets and properties; and

Ø	refusal to extend or grant, or delay in the extension or grant of, energy production or development contracts.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

ITEM 5. OTHER INFORMATION.

Prior to his resignation as President and CEO in July 2008, Peter Russo waived all of his accrued salary for the period prior to July 2004 in exchange for a cash payment from a stockholder.

In March 2008, the Company issued three 8% term notes to private investors in the aggregate principal amount of $150,655, with the principal and interest due at maturity on November 6, 2008. The Company did not repay the notes on the maturity date and the lenders have not provided the Company with any written notice of default. We are currently negotiating an extension of the maturity date with the lenders. If the Company and the lenders do not agree on a mutually acceptable extension of the maturity date, then the Company may receive a notice of default from the lenders.

ITEM 6. EXHIBITS.

10.37a

Amendment dated as of September 2, 2008 to 6% Promissory Note in the principal amount of $21,000.

10.37b

Amendment dated as of September 18, 2008 to 6% Promissory Note in the principal amount of $100,000.

10.38a

Amendment dated as of October 8, 2008 to 6% Promissory Note in the principal amount of $20,000.

10.39a

Amendment dated as of October 10, 2008 to 6% Promissory Note in the principal amount of $9,550.

10.40a

Amendment dated as of November 4, 2008 to 6% Promissory Note in the principal amount of $16,900.

10.42

6% Promissory Note dated as of July 7, 2008 by Delta Mutual, Inc. to Security Systems International, Inc. in the principal amount of $22,413.

10.43

6% Promissory Note dated as of September 18, 2008 by Delta Mutual, Inc. to Egani, Inc. in the principal amount of $13,350.

10.44

6% Promissory Note dated as of September 19, 2008 by Delta Mutual, Inc. to Security Systems International, Inc. in the principal amount of $16,650.

10.45

6% Promissory Note dated as of October 3, 2008 by Delta Mutual, Inc. to Santiago Peralta in the principal amount of $10,000.

10.46

6% Promissory Note dated as of October 22, 2008 by Delta Mutual, Inc. to Security Systems International, Inc. in the principal amount of $28,500.

31.1	Certification of Principal Executive Officer Pursuant to Section 302 of The Sarbanes Oxley Act of 2002.

31.2	Certification of Chief Financial Officer Pursuant to Section 302 of The Sarbanes Oxley Act of 2002.

32.1	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Oxley Act of 2002.

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 Oxley Act of 2002.

In accordance with the requirements of the Exchange Act, the Company has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

DELTA MUTUAL, INC.

BY:	/s/ Malcolm W. Sherman
	Malcolm W. Sherman
	Executive Vice President and
	Principal Executive Officer

Dated: November 18, 2008

10.37a

Amendment dated as of September 2, 2008 to 6% Promissory Note in the principal amount of $21,000, filed herewith.

10.37b

Amendment dated as of September 18, 2008 to 6% Promissory Note in the principal amount of $100,000, filed herewith.

10.38a

Amendment dated as of October 8, 2008 to 6% Promissory Note in the principal amount of $20,000, filed herewith.

10.39a

Amendment dated as of October 10, 2008 to 6% Promissory Note in the principal amount of $9,550, filed herewith.

10.40a

Amendment dated as of November 4, 2008 to 6% Promissory Note in the principal amount of $16,900, filed herewith.

10.42

6% Promissory Note dated as of July 7, 2008 by Delta Mutual, Inc. to Security Systems International, Inc. in the principal amount of $22,413, filed herewith.

10.43

6% Promissory Note dated as of September 18, 2008 by Delta Mutual, Inc. to Egani, Inc. in the principal amount of $13,350, filed herewith.

10.44

6% Promissory Note dated as of September 19, 2008 by Delta Mutual, Inc. to Security Systems International, Inc. in the principal amount of $16,650, filed herewith.

10.45

6% Promissory Note dated as of October 3, 2008 by Delta Mutual, Inc. to Santiago Peralta in the principal amount of $10,000, filed herewith.

10.46

6% Promissory Note dated as of October 22, 2008 by Delta Mutual, Inc. to Security Systems International, Inc. in the principal amount of $28,500, filed herewith.

31.1	Certification of Principal 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 Principal 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.

Exhibit 10.37a

AMENDMENT TO

6% PROMISSORY NOTE

AMENDMENT TO 6% PROMISSORY NOTE, is dated as of September 2, 2008; made by and between Delta Mutual, Inc., a Delaware corporation, with its principal offices located at 111 North Branch Street, Sellersville, PA 18960 (the “Company”) and Egani, Inc., an Arizona corporation, (the “Lender”) with a mailing address of 8260 East Raintree Drive, Scottsdale, AZ 85260. Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to such term in the Original Note.

WHEREAS, the Company and the Lender are parties to that certain 6% Promissory Note, dated March 6, 2008 (the “Original Note”), pursuant to which the Company has borrowed the amount of $21,000 from the Lender;

WHEREAS, the Original Note provides that the Maturity Date shall be September 6, 2008; and

WHEREAS, the Company and the Lender have agreed to extend the Maturity Date and to amend Section 1.4 of the Original Note; and

WHEREAS, in accordance with the terms and conditions of the Original Note, the Company and the Lender hereby approve the amendment of the Original Note as set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, the parties agree as follows:

1. By their respective execution of this AMENDMENT, the Company and the Lender agree that Section 1.4 of the Original Note is hereby amended to read in its entirety as follows: “Maturity Date” shall mean November 30, 2008; and

2. Except as expressly provided herein, the Original Note shall continue in full force and effect.

3. This AMENDMENT may be executed by facsimile and in counterparts, which, taken together, shall be deemed an original and shall constitute a single AMENDMENT.

IN WITNESS WHEREOF, the Company and the Lender have caused this AMENDMENT to be executed as of the date first written above.

DELTA MUTUAL, INC.		EGANI, INC.
(COMPANY)		(LENDER)

By:	/s/ Malcolm W. Sherman	By:	/s/ Daniel Peralta
	Malcolm W. Sherman		Daniel Peralta
	Executive Vice President		President

6% PROMISSORY NOTE

AMENDMENT TO 6% PROMISSORY NOTE, is dated as of September 18, 2008; made by and between Delta Mutual, Inc., a Delaware corporation, with its principal offices located at 111 North Branch Street, Sellersville, PA 18960 (the “Company”) and Security Systems International, Inc., a Delaware corporation, (the “Lender”) with a mailing address of 9034 East Caribbean Lane, Scottsdale, AZ 85260. Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to such term in the Original Note.

WHEREAS, the Original Note provides that the Maturity Date shall be September 6, 2008; and

WHEREAS, the Company and the Lender have agreed to extend the Maturity Date and to amend Section 1.4 of the Original Note; and

WHEREAS, in accordance with the terms and conditions of the Original Note, the Company and the Lender hereby approve the amendment of the Original Note as set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, the parties agree as follows:

2. Except as expressly provided herein, the Original Note shall continue in full force and effect.

3. This AMENDMENT may be executed by facsimile and in counterparts, which, taken together, shall be deemed an original and shall constitute a single AMENDMENT.

IN WITNESS WHEREOF, the Company and the Lender have caused this AMENDMENT to be executed as of the date first written above.

DELTA MUTUAL, INC.		SECURITY SYSTEMS INTERNATIONAL, INC.
(COMPANY)		(LENDER)

By:	/s/ Martin G. Chilek	By:	/s/ Malcolm W. Sherman
	Martin G. Chilek		Malcolm W. Sherman
	Sr. Vice President		President

6% PROMISSORY NOTE

AMENDMENT TO 6% PROMISSORY NOTE, is dated as of October 8, 2008; made by and between Delta Mutual, Inc., a Delaware corporation, with its principal offices located at 111 North Branch Street, Sellersville, PA 18960 (the “Company”) and Security Systems International, Inc., a Delaware corporation, (the “Lender”) with a mailing address of 9034 East Caribbean Lane, Scottsdale, AZ 85260. Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to such term in the Original Note.

WHEREAS, the Company and the Lender are parties to that certain 6% Promissory Note, dated April 15, 2008 (the “Original Note”), pursuant to which the Company has borrowed the amount of $20,000 from the Lender;

WHEREAS, the Original Note provides that the Maturity Date shall be October 15, 2008; and

WHEREAS, the Company and the Lender have agreed to extend the Maturity Date and to amend Section 1.4 of the Original Note; and

WHEREAS, in accordance with the terms and conditions of the Original Note, the Company and the Lender hereby approve the amendment of the Original Note as set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, the parties agree as follows:

2. Except as expressly provided herein, the Original Note shall continue in full force and effect.

3. This AMENDMENT may be executed by facsimile and in counterparts, which, taken together, shall be deemed an original and shall constitute a single AMENDMENT.

IN WITNESS WHEREOF, the Company and the Lender have caused this AMENDMENT to be executed as of the date first written above.

	DELTA MUTUAL, INC. (COMPANY)	SECURITY SYSTEMS INTERNATIONAL, INC. (LENDER)

By:	/s/ Martin G. Chilek	By:	/s/ Malcolm W. Sherman
	Martin G. Chilek		Malcolm W. Sherman
	Sr. Vice President		President

6% PROMISSORY NOTE

AMENDMENT TO 6% PROMISSORY NOTE, is dated as of October 10, 2008; made by and between Delta Mutual, Inc., a Delaware corporation, with its principal offices located at 111 North Branch Street, Sellersville, PA 18960 (the “Company”) and Egani, Inc., an Arizona corporation, (the “Lender”) with a mailing address of 8260 East Raintree Drive, Scottsdale, AZ 85260. Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to such term in the Original Note.

WHEREAS, the Company and the Lender are parties to that certain 6% Promissory Note, dated April 28, 2008 (the “Original Note”), pursuant to which the Company has borrowed the amount of $9,550 from the Lender;

WHEREAS, the Original Note provides that the Maturity Date shall be October 28, 2008; and

WHEREAS, the Company and the Lender have agreed to extend the Maturity Date and to amend Section 1.4 of the Original Note; and

WHEREAS, in accordance with the terms and conditions of the Original Note, the Company and the Lender hereby approve the amendment of the Original Note as set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, the parties agree as follows:

2. Except as expressly provided herein, the Original Note shall continue in full force and effect.

3. This AMENDMENT may be executed by facsimile and in counterparts, which, taken together, shall be deemed an original and shall constitute a single AMENDMENT.

IN WITNESS WHEREOF, the Company and the Lender have caused this AMENDMENT to be executed as of the date first written above.

DELTA MUTUAL, INC.		EGANI, INC.
(COMPANY)		(LENDER)

By:	/s/ Malcolm W. Sherman	By:	/s/ Daniel Peralta
	Malcolm W. Sherman		Daniel Peralta
	Executive Vice President		President

6% PROMISSORY NOTE

AMENDMENT TO 6% PROMISSORY NOTE, is dated as of November 4, 2008; made by and between Delta Mutual, Inc., a Delaware corporation, with its principal offices located at 111 North Branch Street, Sellersville, PA 18960 (the “Company”) and Security Systems International, Inc., a Delaware corporation, (the “Lender”) with a mailing address of 9034 East Caribbean Lane, Scottsdale, AZ 85260. Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to such term in the Original Note.

WHEREAS, the Company and the Lender are parties to that certain 6% Promissory Note, dated May 14, 2008 (the “Original Note”), pursuant to which the Company has borrowed the amount of $16,900 from the Lender;

WHEREAS, the Original Note provides that the Maturity Date shall be November 14, 2008; and

WHEREAS, the Company and the Lender have agreed to extend the Maturity Date and to amend Section 1.4 of the Original Note; and

WHEREAS, in accordance with the terms and conditions of the Original Note, the Company and the Lender hereby approve the amendment of the Original Note as set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, the parties agree as follows:

2. Except as expressly provided herein, the Original Note shall continue in full force and effect.

3. This AMENDMENT may be executed by facsimile and in counterparts, which, taken together, shall be deemed an original and shall constitute a single AMENDMENT.

4. IN WITNESS WHEREOF, the Company and the Lender have caused this AMENDMENT to be executed as of the date first written above.

DELTA MUTUAL, INC.		SECURITY SYSTEMS INTERNATIONAL, INC.
(COMPANY)		(LENDER)

By:	/s/ Martin G. Chilek	By:	/s/ Malcolm W. Sherman
	Martin G. Chilek		Malcolm W. Sherman
	Sr. Vice President		President

DELTA MUTUAL, INC.

6% PROMISSORY NOTE

$22,413	July 7, 2008
	Sellersville, Pennsylvania

FOR VALUE RECEIVED, DELTA MUTUAL INC., a Delaware corporation (the " Company "), with offices at 111 North Branch Street, Sellersville, PA 18960, promises to pay to Security Systems International, Inc. , a Delaware corporation, (the " Lender "), with a mailing address of 9034 East Caribbean Lane, Scottsdale, AZ 85260, in lawful money of the United States of America, the principal sum of Twenty Two Thousand Four Hundred Thirteen Dollars ($22,413), together with interest from the date of this Note on the unpaid principal balance at a rate equal to six percent (6.0%) per annum, computed on the basis of a year of 360 days. All unpaid principal, together with any then unpaid and accrued interest, shall be due and payable at any time after the earlier of each of (i) the Maturity Date (as defined below), or (ii) when, upon or after the occurrence of an Event of Default (as defined below), such amounts are declared due and payable by the Lender or made automatically due and payable in accordance with the terms hereof.

By acceptance of this Note, the Lender acknowledges and agrees that it replaces and supercedes, in its entirety, that certain 6% promissory note issued by the Company to Security Systems International, Inc., in the principal amount of $19,500, dated June 27, 2008 (the “June 27th Note”) and that Lender releases the Company from any of its obligations including, but not limited to, the payment of accrued interest, under the June 27 ^th Note.

The following is a statement of the rights of the Lender and the conditions to which this Note is subject, and to which the Lender, by the acceptance of this Note, agrees:

5.2 Voluntary Bankruptcy or Insolvency Proceedings . The Company shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) be unable, or admit in writing its inability, to pay its debts generally as they mature, (iii) make a general assignment for the benefit of its or any of its creditors, (iv) be dissolved or liquidated, (v) become insolvent (as such term may be defined or interpreted under any applicable statute), (vi) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it, or (vii) take any action for the purpose of effecting any of the foregoing; or

5.3 Involuntary Bankruptcy or Insolvency Proceedings . Proceedings for the appointment of a receiver, trustee, liquidator or custodian of the Company or of all or a substantial part of the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to the Company or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed or discharged within sixty (60) days of commencement.

6. Rights of The Lender upon Default . Upon the occurrence or existence of any Event of Default (other than an Event of Default referred to in Sections 5.2 and 5.3) and at any time thereafter during the continuance of such Event of Default, the Lender may, by written notice to the Company, declare all outstanding Obligations payable by the Company hereunder to be immediately due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived. Upon the occurrence or existence of any Event of Default described in Sections 5.2 and 5.3, immediately and without notice, all outstanding Obligations payable by the Company hereunder shall automatically become immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived. In addition to the foregoing remedies, upon the occurrence or existence of any Event of Default, the Lender may exercise any other right, power or remedy otherwise permitted to it by law, either by suit in equity or by action at law, or both.

7. Successors and Assigns . Subject to the restrictions on transfer described in Sections 9 and 10 below, the rights and obligations of the Company and the Lender of this Note shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.

8 . Waiver and Amendment . Any provision of this Note may be amended, waived or modified upon the written consent of the Company and the Lender.

9. Transfer of this Note . This Note may not be sold, assigned or transferred by the Lender. The Company shall treat the Lender hereof as the owner and holder of this Note for the purpose of receiving all payments of principal and interest hereon and for all other purposes whatsoever, whether or not this Note shall be overdue, and the Company shall not be affected by notice to the contrary.

10. Assignment by The Company . Neither this Note nor any of the rights, interests or obligations hereunder may be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior written consent of the Lender.

11. Notices . All notices, requests, demands, consents, instructions or other communications required or permitted hereunder shall in writing and faxed, mailed or delivered to each party at the respective addresses or facsimile numbers of the parties. All such notices and communications shall be effective (a) when sent by Federal Express or other overnight service of recognized standing, on the business day following the deposit with such service; (b) when mailed, by registered or certified mail, first class postage prepaid and addressed as aforesaid through the United States Postal Service, upon receipt; (c) when delivered by hand, upon delivery; and (d) when faxed, upon confirmation of receipt.

12. Waivers . The Company hereby waives notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor and all other notices or demands relative to this instrument.

13. Governing Law . This Note and all actions arising out of or in connection with this Note shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to the conflicts of law provisions of the Commonwealth of Pennsylvania, or of any other state.

IN WITNESS WHEREOF, The Company has caused this Note to be issued as of the date first written above.

DELTA MUTUAL, INC.
a Delaware corporation

By:	/s/ Peter F. Russo
Name: Peter F. Russo
Title: President & CEO

DELTA MUTUAL, INC.

6% PROMISSORY NOTE

$13,350	September 18, 2008
	Sellersville, Pennsylvania

FOR VALUE RECEIVED, DELTA MUTUAL INC., a Delaware corporation (the " Company "), with offices at 111 North Branch Street, Sellersville, PA 18960, promises to pay to Egani, Inc. , an Arizona corporation, (the " Lender "), with a mailing address of 8260 East Raintree Drive, Suite No. 3, Scottsdale, AZ 85260, in lawful money of the United States of America, the principal sum of Thirteen Thousand Three Hundred Fifty Dollars ($13,350), together with interest from the date of this Note on the unpaid principal balance at a rate equal to six percent (6.0%) per annum, computed on the basis of a year of 360 days. All unpaid principal, together with any then unpaid and accrued interest, shall be due and payable at any time after the earlier of each of (i) the Maturity Date (as defined below), or (ii) when, upon or after the occurrence of an Event of Default (as defined below), such amounts are declared due and payable by the Lender or made automatically due and payable in accordance with the terms hereof.

The following is a statement of the rights of the Lender and the conditions to which this Note is subject, and to which the Lender, by the acceptance of this Note, agrees:

1. Definitions . As used in this Note, the following capitalized terms have the following meanings:

1.1

"Company" includes the corporation initially executing this Note and any Person which shall succeed to or assume the obligations of the Company under this Note.

1.2

"Event of Default" has the meaning given in Section 5 hereof.

Date: November 18, 2008		/s/ Malcolm W. Sherman
		Malcolm W. Sherman
		Executive Vice President