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
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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 M
M
|
|
·
|
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:
|
1
st
Quarter
|
0.07 | 0.01 | ||||||
2
nd
Quarter
|
0.07 | 0.04 | |||||||
3
rd
Quarter
|
0.08 | 0.04 | |||||||
4 th Quarter | 0.08 | 0.03 | |||||||
2009:
|
1
st
Quarter
|
0.60 | 0.30 | ||||||
2
nd
Quarter
|
0.90 | 0.21 | |||||||
3
rd
Quarter
|
0.39 | 0.05 | |||||||
4
th
Quarter
|
0.52 | 0.06 | |||||||
|
|||||||||
2010:
|
1
st
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 E
arn
ings
|
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
|
1.
|
ValuCorp
agrees to provide the services of Mr Michael Gilburd, ASA, MST, as acting
Intim Chief Finacial Officer of Delta Mutual, Inc. The parties acknowledge
that ValuCorp whose services are engaged is an independent contractor and
is not an employee of Delta Mutual, Inc. and is not subject to any
employee benefits or insurance.
|
2.
|
Said
Services shall begin starting with the month of November
2009.
|
3.
|
ValuCorp
shall be paid a monthy fee of US$5,000.00 per month on or about the
25
th
.
Of each month for that current month. If out of town travel isrmi4ed by
the 1
st
company, to the 2
nd
.
company, then an additional $1,500, per day expenses shall be added to the
monthly charge. Further, ValuCorp acknowledges that it has received
payment covering the months of November and December 2009 as well as
prepayment for the months of January and February 2010. ValuCorp's
services shall include (but not limited to) those items, project and
responsibilities as listed in the attached schedule, marked "Schedule A"
and sub headed "CFO". The parties acknowledge that upon determination by
either party that effective March 1
st
2010, either party may provide a 10 notice to either party of its
determination to cease said agreement without further compensation to
ValuCorp. It is further stated that during the contracted period, ValuCorp
(via Michael Gilburd) shall be permitted to "hold himself out to the
public" as the intrim CFO of Delta Mutual, Inc. ValuCorp has acknowledged
that weekly scheduled meetings with the Management of Delta Mutual, Inc.
are incorporated into the responsibility of this
agreement.
|
4.
|
This
Agreement is sets forth the entire agreement between the parties relating
to the subject matter hereof and stands in the place of any previous
agreement, whether oral or in writing. The parties agree that no amendment
to this Agreement shall be binding upon the parties unless it is in
writing and executed by both
parties.
|
5.
|
This
Agreement shall enure to the benefit of and be binding upon the respective
heirs, executors, administrators and assigns of each of the parties
hereto.
|
6.
|
This
Agreement may be executed in one or more counterparts, each of which when
so executed shall be deemed to be an original and such counterparts
together shall constitute one and the same
instrument.
|
7.
|
The
parties acknowledge that this Agreement may be negotiated and transmitted
between the parties by means of a facsimile machine and that the terms and
conditions agreed to are binding upon the parties. Upon the Agreement
being accepted, copies of the facsimile will be validated by both parties
forthwith.
|
IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as of the date first above written. | |
1.
|
Create,
coordinate, and evaluate the financial programs and supporting information
systems of the company to include budgeting, tax planning, real estate,
and conservation of assets.
|
2.
|
Evaluate
joint venture agreements and monetary
value.
|
3.
|
Approve
and coordinate changes and improvements in automated financial and
management information systems for the
company.
|
4.
|
Ensure
compliance with local, state, and federal reporting
requirements.
|
5.
|
Oversee
the approval and processing of revenue, expenditure, and position control
documents, budgets, salary updates, ledger, and account maintenance and
data entry.
|
6.
|
Coordinate
the preparation of financial statements, financial reports, special
analyses, and information reports.
|
7.
|
Develop
and implement finance, accounting, billing, and auditing
procedures.
|
8.
|
Establish
and maintain appropriate internal control
safeguards.
|
9.
|
Interact
with others in management to provide consultative support to planning
initiatives through financial and management analyses, reports, and
recommendations.
|
10.
|
Ensure
records systems are maintained in accordance with generally accepted
auditing standards.
|
11.
|
Develop
and direct the implementation of strategic business and/or operational
plans, projects, programs, and
systems.
|
12.
|
Assist
in obtaining the necessary licenses and insurance
required.
|
13.
|
Analyze
cash flow, cost controls, and expenses to guide business leaders. Analyze
financial statements to pinpoint potential weak
areas.
|
14.
|
Establish
and implement short- and long-range goals, objectives, policies, and
operating procedures.
|
15.
|
Serve
on planning and policy-making
committees.
|
16.
|
Other
duties as assigned.
|
17.
|
Represent
the company externally to media, government agencies, funding agencies,
and the general public.
|
18.
|
Recruit,
train, supervise, and evaluate additions to
staff.
|
Neil
Berman
|
|
Robyn
J Berman Trustee
|
|
11050
Seaport Lane
|
|
Boca
Raton, FL 33428
|
|
Delta
Mutual, Inc.
|
|
14362
N. Frank Lloyd Wright Blvd.
|
|
Suite
2105
|
|
Scottsdale,
AZ 85260
|
|
a.
|
designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
|
b.
|
designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
|
c.
|
evaluated
the effectiveness of the registrant's disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
|
d.
|
disclosed
in this report any change in the registrant's internal control over
financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth quarter in the case of an annual
report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting; and
|
|
a.
|
all
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information;
and
|
|
b.
|
any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting;
|
DATE: |
April
15, 2010
|
|
/s/
Daniel R. Peralta
|
|
Dr.
Daniel R. Peralta, Chief Executive
Officer
|
|
a.
|
designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
|
b.
|
designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
|
c.
|
evaluated
the effectiveness of the registrant's disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
|
e.
|
disclosed
in this report any change in the registrant's internal control over
financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth quarter in the case of an annual
report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting; and
|
|
a.
|
all
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information;
and
|
|
b.
|
any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting;
|
DATE: |
April
15, 2010
|
|
/s/
Michael Gilburd
|
|
Michael
Gilburd, Interim Chief Financial
Officer
|
/s/ Daniel R. Peralta
|
|
Dr.
Daniel R. Peralta
|
|
Chief
Executive Officer
|
/s/ Michael Gilburd
|
|
Michael
Gilburd
|
|
Interim
Chief Financial
Officer
|