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
|
|
(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
|
1
|
Item 1. Business
|
1
|
Item 1A. Risk Factors
|
12
|
Item 1B. Unresolved Staff Comments
|
17
|
Item 2. Properties
|
17
|
Item 3. Legal Proceedings
|
18
|
Item 4. [Removed and Reserved.]
|
18
|
PART II
|
19
|
Item 5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
|
19
|
Item 6. Selected Financial Data
|
20
|
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
|
20
|
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
|
26
|
Item 8. Financial Statements and Supplementary Data
|
28
|
Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
|
54
|
Item 9A. Controls and Procedures
|
55
|
Item 9B. Other Information
|
55
|
PART III
|
56
|
Item 10. Directors, Executive Officers, and Corporate Governance
|
56
|
Item 11. Executive Compensation
|
58
|
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
59
|
Item 13. Certain Relationships and Related Transactions, and Director Independence
|
60
|
Item 14. Principal Accountant Fees and Services
|
62
|
Item 15. Exhibits and Financial Statement Schedules
|
62
|
Block
|
Province
|
Status
|
Delta %
|
Partner(s)
|
||||
Jollin
|
Salta
|
Testing
|
10% CO
|
JHP (China), Maxi
|
||||
Tonono
|
Salta
|
testing
|
10% CO
|
JHP (China), Maxi
|
||||
Tartagal
|
Salta
|
Seismic
|
9% CO
|
New Energy (HK), Maxi
|
||||
Morillo
|
Salta
|
Seismic
|
9% CO
|
New Energy (HK), Maxi
|
||||
Guemes
|
Salta
|
Drill Complete
|
20%
|
Ketsal
|
|
·
|
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.
|
|
.
|
the exploitation of our oil and gas concessions as governed by the terms of the concession agreements;
|
|
.
|
royalties, canons and landlord fees;
|
|
.
|
production permits;
|
|
·
|
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
|
Province
|
Status
|
Delta %
|
Partner(s)
|
||||
Jollin
|
Salta
|
Testing
|
10% CO
|
JHP (China), Maxi
|
||||
Tonono
|
Salta
|
testing
|
10% CO
|
JHP (China), Maxi
|
||||
Tartagal
|
Salta
|
Seismic
|
9% CO
|
New Energy (HK), Maxi
|
||||
Morillo
|
Salta
|
Seismic
|
9% CO
|
New Energy (HK), Maxi
|
||||
Guemes
|
Salta
|
Drill Complete
|
20%
|
Ketsal
|
High
|
Low
|
||||||||
2009:
|
1
st
Quarter
|
0.60 | 0.30 | ||||||
2
nd
Quarter
|
0.90 | 0.21 | |||||||
3rd Quarter
|
0.39 | 0.05 | |||||||
4th Quarter
|
0.52 | 0.06 | |||||||
2010:
|
1
st
Quarter
|
0.49 | 0.15 | ||||||
2
nd
Quarter
|
0.49 | 0.23 | |||||||
3
rd
Quarter
|
0.43 | 0.23 | |||||||
4
th
Quarter
|
0.70 | 0.43 | |||||||
2011
|
1
st
Quarter
|
0.67 | 0.30 |
Date
|
Title and Amount
(1)
|
Purchaser
|
Principal
Underwriter
|
Total
Offering Price/
Underwriting
Discounts
|
||||
October 13, 2010
|
51,283 shares of common stock.
|
Private Investor.
|
NA
|
$0.389 per share/NA
|
||||
October 13, 2010
|
38,462 shares of common stock.
|
Private Investor.
|
NA
|
$0.389 per share/NA
|
||||
December 7, 2010
|
6,674 shares of common stock.
|
Consultant
|
NA
|
$0.4615 per share/NA
|
||||
December 7, 2010
|
80,000 shares of common stock.
|
Private Investor.
|
NA
|
$0.4615 per share/NA
|
||||
December 29, 2010
|
138,888 shares of common stock issued in exercise of warrant.
|
Private Investor.
|
NA
|
$0.18 per share/NA
|
|
·
|
Proved oil and gas reserves;
|
|
·
|
Expected future cash flow from proved oil and gas properties;
|
|
·
|
Future exploration and development costs; and
|
|
·
|
Future dismantlement and restoration costs.
|
Page
|
|
Reports of Independent Registered Public Accounting Firms
|
30 |
Consolidated balance sheets as of December 31, 2010 and 2009
|
34 |
Consolidated statements of operations for the years ended December 31, 2010 and 2009 and for the period from inception of development stage (January 1, 2009) to December 31, 2009
|
35 |
Consolidated statement of stockholders’ equity from inception of development stage (January 1, 2009) to December 31, 2010
|
36 |
Consolidated statements of cash flows for the years ended December 31, 2010 and 2009, and for the period from inception of development stage (January 1, 2009) to December 31, 2009
|
37 |
Notes to consolidated financial statements
|
38 |
December 31,
|
||||||||
2010
|
2009
|
|||||||
(As Restated)
|
||||||||
ASSETS
|
||||||||
Current Assets:
|
||||||||
Cash
|
$ | 209,004 | $ | 102,008 | ||||
Advances and other receivables
|
7,753 | 137,776 | ||||||
Total current assets
|
216,757 | 239,784 | ||||||
Investment in mineral properties
|
98,269 | - | ||||||
Investments in unproved oil and gas properties
|
1,972,050 | 1,470,713 | ||||||
Other assets
|
6,368 | 39,508 | ||||||
TOTAL ASSETS
|
$ | 2,293,444 | $ | 1,750,005 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
Current Liabilities:
|
||||||||
Accounts payable
|
$ | 109,960 | $ | 134,192 | ||||
Accrued expenses
|
414,548 | 364,770 | ||||||
Notes payable
|
808,365 | 805,605 | ||||||
Total current liabilities
|
1,332,873 | 1,304,567 | ||||||
Commitments and Contingencies
|
||||||||
Stockholders' Equity:
|
||||||||
Preferred stock $0.0001 par value-authorized 10,000,000 shares; no shares issued and outstanding at December 31, 2010 and 2009, respectively
|
- | - | ||||||
Common stock $0.0001 par value - authorized 250,000,000 shares; 28,647,687 and 24,211,475 shares issued and outstanding at December 31, 2010 and 2009, respectively
|
2,864 | 2,421 | ||||||
Additional paid-in capital
|
5,560,099 | 4,137,095 | ||||||
Earnings (deficit) accumulated during the development stage
|
(136,631 | ) | 736,850 | |||||
Accumulated Deficit
|
(4,430,928 | ) | (4,430,928 | ) | ||||
Accumulated other comprehensive loss
|
(34,833 | ) | - | |||||
Total stockholders' equity
|
960,571 | 445,438 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
$ | 2,293,444 | $ | 1,750,005 |
For the period
|
||||||||||||
from January 1,
|
||||||||||||
2009 (inception of
|
||||||||||||
the development
|
||||||||||||
Years Ending December 31,
|
stage) to
|
|||||||||||
2010
|
2009
|
December 31, 2010
|
||||||||||
(As Restated)
|
||||||||||||
Costs and expenses:
|
||||||||||||
General, and administrative
|
$ | 824,570 | $ | 493,904 | $ | 1,318,474 | ||||||
Loss on sale of investments
|
- | 157,939 | 157,939 | |||||||||
824,570 | 651,843 | 1,476,413 | ||||||||||
Loss from operations
|
(824,570 | ) | (651,843 | ) | (1,476,413 | ) | ||||||
Foreign exchange loss
|
(5,445 | ) | - | (5,445 | ) | |||||||
Interest income
|
37,696 | 37,696 | ||||||||||
Interest expense
|
(43,466 | ) | (113,712 | ) | (157,178 | ) | ||||||
Other income
|
582,441 | 582,441 | ||||||||||
Gain on deconsolidation of variable interest entity
|
882,268 | 882,268 | ||||||||||
Net other income (expense)
|
(48,911 | ) | 1,388,693 | 1,339,782 | ||||||||
Income (loss) before income taxes
|
(873,481 | ) | 736,850 | (136,631 | ) | |||||||
Provision for income taxes
|
- | - | ||||||||||
Net earnings (loss)
|
$ | (873,481 | ) | $ | 736,850 | $ | (136,631 | ) | ||||
Net earnings (loss) per common share:
|
||||||||||||
Basic and Diluted
|
$ | (0.03 | ) | $ | 0.03 | |||||||
Weighted average common shares - basic and diluted
|
27,124,031 | 22,779,263 |
Accumulated
|
Accumulated
|
|||||||||||||||||||||||||||
Number of
|
Earnings (Deficit)
|
Other
|
||||||||||||||||||||||||||
Common
|
Common
|
Paid in
|
During the
|
Accumulated
|
Comprehensive
|
|||||||||||||||||||||||
Shares
|
Stock
|
Capital
|
Development Stage
|
Deficit
|
Income
|
Total
|
||||||||||||||||||||||
Balance as of inception date of development stage, January 1, 2009, as restated (See Note 2)
|
22,493,955 | $ | 2,249 | $ | 3,782,767 | $ | - | $ | (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 debt conversion (valued at $0.58 per share)
|
60,000 | 6 | 34,994 | 35,000 | ||||||||||||||||||||||||
Issuance of common stock for services (valued at $0.40 per share)
|
28,572 | 3 | 9,997 | 10,000 | ||||||||||||||||||||||||
Issuance of common stock for services (valued at $0.15 per share)
|
130,000 | 13 | 19,487 | 19,500 | ||||||||||||||||||||||||
Sales of common stock (valued at $0.06 to $0.23 per share)
|
1,298,748 | 130 | 169,870 | 170,000 | ||||||||||||||||||||||||
Net income
|
736,850 | - | 736,850 | |||||||||||||||||||||||||
Comprehensive income (loss)
|
||||||||||||||||||||||||||||
Balance December 31, 2009, as restated
|
24,211,275 | 2,421 | 4,137,095 | 736,850 | (4,430,928 | ) | - | 445,438 | ||||||||||||||||||||
Issuance of common stock for services valued at $0.28 to $0.42 per share
|
667,355 | 67 | 234,713 | 234,780 | ||||||||||||||||||||||||
Sales of common stock valued at $0.15 to $0.50 per share
|
3,769,057 | 376 | 1,188,291 | 1,188,667 | ||||||||||||||||||||||||
Net loss
|
(873,481 | ) | (873,481 | ) | ||||||||||||||||||||||||
Foreign currency adjustment - comprehensive loss
|
(34,833 | ) | (34,833 | ) | ||||||||||||||||||||||||
Balance December 31, 2010
|
28,647,687 | $ | 2,864 | $ | 5,560,099 | $ | (136,631 | ) | $ | (4,430,928 | ) | $ | (34,833 | ) | $ | 960,571 |
For the period from
|
||||||||||||
January 1, 2009
|
||||||||||||
(inception of the
|
||||||||||||
Years ending December 31,
|
development stage) to
|
|||||||||||
2010
|
2009
|
December 31, 2010
|
||||||||||
(As Restated)
|
||||||||||||
Cash flows from Operating Activities:
|
||||||||||||
Net earnings (loss)
|
$ | (873,481 | ) | $ | 736,850 | $ | (136,631 | ) | ||||
Adjustments to reconcile net earnings (loss) to net cash used in operating activities:
|
||||||||||||
Depreciation, depletion and amortization
|
- | 804 | 804 | |||||||||
Issuance of common stock for services
|
179,004 | 149,500 | 328,504 | |||||||||
Loss on sale of investments
|
- | 157,939 | 157,939 | |||||||||
Changes in operating assets and liabilities
|
190,978 | (1,404,071 | ) | (1,213,093 | ) | |||||||
Net cash used in operating activities
|
(503,499 | ) | (358,978 | ) | (862,477 | ) | ||||||
Cash flows from investing activities:
|
||||||||||||
Oil and gas properties exploration and development costs
|
(536,934 | ) | (55,460 | ) | (592,394 | ) | ||||||
Proceeds from sales of investments
|
- | 206,832 | 206,832 | |||||||||
Investment in mineral properties
|
(42,050 | ) | - | (42,050 | ) | |||||||
Net cash provided by (used in) investing activities
|
(578,984 | ) | 151,372 | (427,612 | ) | |||||||
Cash flows from financing activities:
|
||||||||||||
Proceeds from loans
|
- | 90,657 | 90,657 | |||||||||
Proceeds from sales of common stock
|
1,188,667 | 205,000 | 1,393,667 | |||||||||
Net cash provided by financing activities
|
1,188,667 | 295,657 | 1,484,324 | |||||||||
Effect of Exchange Rates on Cash
|
811 | 811 | ||||||||||
Net increase in cash
|
$ | 106,996 | $ | 88,051 | $ | 195,047 | ||||||
Cash - Beginning of period
|
102,008 | 13,957 | 13,957 | |||||||||
Cash - End of period
|
$ | 209,004 | $ | 102,008 | $ | 209,004 |
For the period from
|
||||||||||||
January 1, 2009
|
||||||||||||
(inception of the
|
||||||||||||
Years ending December 31,
|
development
stage) to
|
|||||||||||
2010
|
2009
|
December 31, 2010
|
||||||||||
Changes in operating assets and liabilities consists of:
|
||||||||||||
(Increase) decrease in advances and other receivables
|
$ | 129,850 | $ | - | $ | 129,850 | ||||||
(Increase) decrease in other assets
|
33,140 | (176,634 | ) | (143,494 | ) | |||||||
Increase (decrease) in accounts payable and accrued expenses
|
25,228 | (1,227,437 | ) | (1,202,209 | ) | |||||||
Increase (decrease) in notes payable
|
2,760 | 2,760 | ||||||||||
Changes in assets and liabilities
|
$ | 190,978 | $ | (1,404,071 | ) | $ | (1,213,093 | ) | ||||
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 mineral property
|
$ | 55,776 | $ | - | $ | 55,776 | ||||||
Issuance of common stock for services
|
$ | 179,004 | $ | 149,500 | $ | 328,504 | ||||||
Issuance of common stock for debt
|
$ | - | $ | 35,000 | $ | 35,000 |
For the period
|
||||||||||||
from January 1,
|
||||||||||||
2009 (inception of
|
||||||||||||
Years Ending December 31,
|
the development
|
|||||||||||
2009
|
stage) to
|
|||||||||||
2010
|
(As Restated)
|
December 31, 2010
|
||||||||||
Net earnings (loss)
|
$ | (873,481 | ) | $ | 736,850 | $ | (136,631 | ) | ||||
Other comprehensive income (loss):
|
||||||||||||
Foreign currency translation adjustment
|
(34,833 | ) | - | (34,833 | ) | |||||||
Net change in other comprehensive income (loss)
|
(34,833 | ) | - | (34,833 | ) | |||||||
Comprehensive income (loss)
|
$ | (908,315 | ) | $ | 736,850 | $ | (171,465 | ) |
December 31,
|
December 31,
|
|||||||||||
2009
|
Adjustment
|
2009
|
||||||||||
(As Reported)
|
(As Restated)
|
|||||||||||
ASSETS
|
||||||||||||
Current Assets:
|
||||||||||||
Cash
|
$ | 102,008 | $ | 102,008 | ||||||||
Advances and other receivables
|
137,776 | 137,776 | ||||||||||
Total current assets
|
239,784 | 239,784 | ||||||||||
Investment in mineral properties
|
- | - | ||||||||||
Investments in unproved oil and gas properties
|
1,470,713 | 1,470,713 | ||||||||||
Other assets
|
39,508 | 39,508 | ||||||||||
TOTAL ASSETS
|
$ | 1,750,005 | $ | - | $ | 1,750,005 | ||||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||||||
Current Liabilities:
|
||||||||||||
Accounts payable
|
$ | 134,192 | $ | 134,192 | ||||||||
Accrued expenses
|
267,029 | 97,741 | 364,770 | |||||||||
Notes payable
|
805,605 | 805,605 | ||||||||||
Total current liabilities
|
1,206,826 | 97,741 | 1,304,567 | |||||||||
Commitments and Contingencies
|
||||||||||||
Stockholders' Equity:
|
||||||||||||
Preferred stock $0.0001 par value
|
- | - | ||||||||||
Common stock $0.0001 par value
|
2,421 | - | 2,421 | |||||||||
Additional paid-in capital
|
4,137,095 | - | 4,137,095 | |||||||||
Earnings (deficit) accumulated during the development stage
|
- | 736,850 | 736,850 | |||||||||
Accumulated Deficit
|
(3,596,337 | ) | (834,591 | ) | (4,430,928 | ) | ||||||
Accumulated other comprehensive loss
|
- | - | ||||||||||
Total stockholders' equity
|
543,179 | (97,741 | ) | 445,438 | ||||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
$ | 1,750,005 | $ | - | $ | 1,750,005 |
Years Ending December 31,
|
||||||||||||
2009
|
Adjustments
|
2009
|
||||||||||
(As Reported)
|
(As Restated)
|
|||||||||||
Costs and expenses:
|
||||||||||||
General, and administrative
|
$ | 493,904 | $ | - | $ | 493,904 | ||||||
Loss on sale of investments
|
157,939 | - | 157,939 | |||||||||
651,843 | - | 651,843 | ||||||||||
Loss from operations
|
(651,843 | ) | (651,843 | ) | ||||||||
Foreign exchange loss
|
||||||||||||
Interest income
|
37,696 | 37,696 | ||||||||||
Interest expense
|
(15,971 | ) | (97,741 | ) | (113,712 | ) | ||||||
Other income
|
582,441 | 582,441 | ||||||||||
Gain on deconsolidation of variable interest entity
|
882,268 | 882,268 | ||||||||||
Net other income (expense)
|
1,486,434 | (97,741 | ) | 1,388,693 | ||||||||
Income (loss) before income taxes
|
834,591 | (97,741 | ) | 736,850 | ||||||||
Provision for income taxes
|
- | - | ||||||||||
Net earnings (loss)
|
$ | 834,591 | $ | (97,741 | ) | $ | 736,850 | |||||
Net earnings (loss) per common share:
|
||||||||||||
Basic and Diluted
|
$ | 0.04 | $ | (0.00 | ) | $ | 0.03 | |||||
Weighted average common shares - basic and diluted
|
22,779,263 | - | 22,779,263 |
Years ending December 31,
|
||||||||||||
2009
|
Adjustments
|
2009
|
||||||||||
(As Reported)
|
|
(As Restated)
|
||||||||||
Cash flows from Operating Activities:
|
||||||||||||
Net earnings (loss)
|
$ | 834,591 | $ | (97,741 | ) | $ | 736,850 | |||||
Adjustments to reconcile net earnings (loss) to net cash used in operating activities:
|
||||||||||||
Depreciation, depletion and amortization
|
804 | - | 804 | |||||||||
Issuance of common stock for services
|
184,500 | (35,000 | ) | 149,500 | ||||||||
Loss on sale of investments
|
157,939 | - | 157,939 | |||||||||
Changes in operating assets and liabilities
|
(1,501,812 | ) | 97,741 | (1,404,071 | ) | |||||||
Net cash used in operating activities
|
(323,978 | ) | (35,000 | ) | (358,978 | ) | ||||||
Cash flows from investing activities:
|
||||||||||||
Oil and gas properties exploration and development costs
|
(55,460 | ) | - | (55,460 | ) | |||||||
Proceeds from sales of investments
|
206,832 | - | 206,832 | |||||||||
Net cash provided by (used in) investing activities
|
151,372 | - | 151,372 | |||||||||
Cash flows from financing activities:
|
||||||||||||
Proceeds from loans
|
90,657 | - | 90,657 | |||||||||
Proceeds from sales of common stock
|
170,000 | 35,000 | 205,000 | |||||||||
Net cash provided by financing activities
|
260,657 | 35,000 | 295,657 | |||||||||
Net increase in cash
|
$ | 88,051 | $ | 88,051 | ||||||||
Cash - Beginning of period
|
13,957 | 13,957 | ||||||||||
Cash - End of period
|
$ | 102,008 | $ | 102,008 | ||||||||
Changes in operating assets and liabilities consists of:
|
||||||||||||
(Increase) decrease in other assets
|
(176,634 | ) | - | (176,634 | ) | |||||||
Increase (decrease) in accounts payable and accrued expenses
|
(1,325,178 | ) | 97,741 | (1,227,437 | ) | |||||||
Changes in assets and liabilities
|
$ | (1,501,812 | ) | $ | 97,741 | $ | (1,404,071 | ) | ||||
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 mineral property
|
$ | - | ||||||||||
Issuance of common stock for debt
|
$ | - | $ | 35,000 | $ | 35,000 |
|
·
|
Consortium Ketsal Kilwa – 60% (managing partner)
|
|
·
|
Ambika S.A. – 20%
|
|
·
|
SAHF – 20%
|
Concession
|
Exploration
|
|||||||||||
Investments
|
Rights
|
Total
|
||||||||||
At January 1, 2009
|
1,083,024
|
697,000
|
1,780,024
|
|||||||||
Additional investments in 2009 for well overhaul costs, canons and insurance
|
349,000
|
—
|
349,000
|
|||||||||
Adjustment of additional investment made during 2009 and 2008
|
(293,540
|
)
|
—
|
(293,540
|
)
|
|||||||
Disposition of investment, net
|
(364,771
|
)
|
—
|
(364,771
|
)
|
|||||||
At December 31, 2009
|
773,713
|
697,000
|
1,470,713
|
|||||||||
Additional investments in canons
|
139,762
|
-
|
139,762
|
|||||||||
Drilling and development costs
|
-
|
397,172
|
397,172
|
|||||||||
Translation gain (loss)
|
(19,955
|
) |
(15,642
|
) |
(35,597
|
) | ||||||
At December 31, 2010
|
$
|
893,520
|
$
|
1,078,530
|
$
|
1,972,050
|
Level 3 -
|
Unobservable inputs about which little or no market data exists, therefore requiring an entity to develop its own assumptions.
|
Total
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
Significant Other
Observable Inputs
(Level 2)
|
Significant
Unobservable
Inputs (Level 3)
|
|||||||||||||
December 31, 2010
|
||||||||||||||||
Cash and cash equivalents
|
$ | 209,004 | $ | 209,004 | $ | - | $ | - | ||||||||
Unproved Oil and Gas Properties
|
1,972,050 | - | - | 1,972,050 | ||||||||||||
Investment in mineral properties
|
98,269 | 98,269 | ||||||||||||||
Total
|
$ | 2,279,323 | $ | 209,004 | $ | - | $ | 2,070,319 | ||||||||
December 31, 2009
|
||||||||||||||||
Cash and cash equivalents
|
$ | 102,008 | $ | 102,008 | $ | - | $ | - | ||||||||
Unproved Oil and Gas Properties
|
1,470,713 | - | - | 1,470,713 | ||||||||||||
Total
|
$ | 1,572,712 | $ | 102,008 | $ | - | $ | 1,470,713 |
December 31,
|
||||||||
2010
|
2009
|
|||||||
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 August 10, 2011
|
15,000 | 15,000 | ||||||
Note payable to third party interest at 6%, due September 20, 2007
|
60,000 | 60,000 | ||||||
Notes payable to stockholders and related parties, interest at 6%, due June 20, 2012
|
388,970 | 401,210 | ||||||
Notes payable to third party, interest at 6%, due August 10, 2011
|
193,740 | 178,740 | ||||||
$ | 808,365 | $ | 805,605 |
December
31, 2010
|
||||||||
2010
|
2009
|
|||||||
Accrued compensation
|
$
|
141,806
|
$
|
131,806
|
||||
Accrued interest
|
141,207
|
97,741
|
||||||
Accrued expenses
|
131,534
|
135,223
|
||||||
Accrued Expenses
|
$
|
414,548-
|
$
|
364,770-
|
December
31, 2010
|
December
31, 2009
|
|||||||
Net operating loss carry-forwards
|
$
|
1,772,000
|
$
|
1,440,700
|
||||
Less valuation allowance
|
(1,772,000
|
) |
(1,440,700
|
)
|
||||
Deferred income tax assets, net
|
$
|
-
|
$
|
-
|
NAME
|
AGE
|
TITLE(S)
|
||
Daniel R. Peralta
|
57
|
President, CEO and Director
|
||
Malcolm W. Sherman
|
75
|
Executive Vice President and Director
|
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- | ||||||||||||||||||||||||||
2010
|
$ | 138,461 | $ | 138,461 | |||||||||||||||||||||||||||
Peter F. Russo,
President and CEO (2) |
2008
|
$ | 8,125 | $ | 8,125 | ||||||||||||||||||||||||||
Martin G. Chilek,
Chief Financial Officer |
2008
|
$ | 39,704 | $ | 39,704 | ||||||||||||||||||||||||||
2009
|
|||||||||||||||||||||||||||||||
Malcolm W. Sherman,
Executive Vice President (4) |
2008
|
$ | -0- | $ | -0- | ||||||||||||||||||||||||||
2009
|
$ | -0- | $ | -0- | |||||||||||||||||||||||||||
2010
|
$ | 103,845 | $ | 103,845 | |||||||||||||||||||||||||||
Michael Gilburd,
Interim Chief Financial Officer (5) |
2009
|
$10,000
|
$ | 10,000 | |||||||||||||||||||||||||||
2010
|
$20,000
|
$ | 20,000 |
(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, in which position he served until April 30, 2010.
|
Name and Address of Beneficial Owner
|
Number of Shares Owned
Beneficially
|
Percentage
**
|
||||||
Daniel R. Peralta (1)
|
13,000,001 | 43.58 | % | |||||
|
||||||||
Malcolm W. Sherman (2)
|
1,000,000 | 3.35 | % | |||||
All Officers and Directors as a Group (2 persons)
|
14,000,000 | 46.93 | % |
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
|
|||||
October 9, 2009
|
30,950 | 6 | % |
June 20, 2012
|
|||||
Total
|
$ | 74,850 |
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 |
|
||||||||
2009
|
2010
|
|||||||
|
||||||||
$ | 24,000 | $ | 20,000 | |||||
|
||||||||
(2) Audit related fees:
|
2009 | 2010 | ||||||
|
||||||||
$ | 24,000 | $ | 20,000 | |||||
|
||||||||
(3) Tax fees:
|
||||||||
2008 | 2007 | |||||||
$ | -0- | $ | -0- |
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 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. Incorporated herein by reference to Exhibit 10.58 to the Company’s Annual Report on Form 10-K, filed with the Commission on April 15, 2010.
|
|
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. Incorporated herein by reference to Exhibit 10.59 to the Company’s Annual Report on Form 10-K, filed with the Commission on April 15, 2010.
|
|
10.60
|
Partnership Agreement on Kaia Mining Properties, dated March 12, 2010, by and among Southamerican Hedge Fund, Oscar Daniel Chedrese and Servicios Mineros SA, 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
|
Certification of Chief Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
|
|
32
|
|
Certification of Chief Executive Officer and Principal 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: May 16, 2011
|
|
By:/s/ Daniel R. Peralta
|
|
Daniel R. Peralta
|
|
President, Chief Executive Officer
|
|
and Principal Financial and
|
|
Accounting Officer
|
/s/ Daniel R. Peralta
|
|
Daniel R. Peralta, President, Chief Executive Officer and Director
|
|
/s/ Malcolm W. Sherman
|
|
Malcolm W. Sherman
|
|
Executive Vice President and Director
|
1. SAHF 51%
|
(fifty-one percent).
|
2. CHEDRESE 38%
|
(thirty-eight percent)
|
3. MINING 11%
|
(eleven percent)
|
[ - Signature of - ]
|
[ - Signature of - ]
|
[ - Signature of - ]
|
Mr. Oscar Chedrese
|
Mr. Horacio Garkus
|
Mr. Daniel Peralta
|
SERVICIOSMINEROS
|
DELTA MUTUAL
|
|
By SAHF
|
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:
May 16, 2011
|
/s/ Daniel R. Peralta
|
Daniel R. Peralta, Chief Executive Officer and Principal Financial Officer
|
/s/ Daniel R. Peralta
|
||
Daniel R. Peralta
|
||
Chief Executive Officer and
|
||
Principal Financial Officer
|
||
May 16, 2011
|