- This board is for Delta Mutual discussion purposes only and in no way a recommendation to invest or not in this stock. Any investment decisions should be based on your own due diligence and decision. You are solely responsible for your choices to buy or sell. This is a disclaimer and in no way holds the moderators legally liable for your investments.
111 North Branch Street
Sellersville, PA 18960
Peter F. Russo
President & CEO
Delta Mutual, Inc., through its subsidiaries and joint venture interests, provides environmental and construction technologies and services in the United States, Puerto Rico, the Far East, and the Middle East. The company’s joint venture subsidiary, Delta-Envirotech, Inc., provides environmental technology services for certain business sectors located in the Far East and the Middle East. Delta-Envirotech has a joint venture with PT. Triyudha-Envirotech to process oil sludge for separation and recovery with equipment manufactured in Indonesia. It also has a strategic alliance with ZAFF International, Ltd., a technology company, to jointly pursue projects related to soil and water reclamation in the Middle East. Further, Delta Mutual has majority owned joint ventures to manage the construction and related activities required to build low-income homes in Puerto Rico. The company was founded in 1999 and is based in Sellersville, Pennsylvania.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Effective January 28, 2008, the Registrant’s Board of Directors appointed James L. Weintraub, Esquire as a director to fill a vacancy on the Board.
Mr. Weintraub, 46, is currently a practicing attorney concentrating on corporate and commercial law matters. His offices are located in Ft. Lauderdale, Florida. Since 1998, he has served as General Counsel, Secretary and Board Member of e-lysium Transaction Systems, Inc. and is one of the founders of this software development company.
He served as General Counsel for Flick Mortgage Investors, Inc. from April 2004 to August 2004; General Counsel/Secretary for ITELSA, Inc. from July 1998 through 2003; and consultant and Board Member for Gulfside-Dadeland, Ltd. from September 2002 to April 2003. Mr. Weintraub was a partner in Weintraub, Weintraub, Seiden and Orshan from 1988 to 1998. He was a Florida Supreme Court Certified Mediator from 1996 to 2002.
Mr. Weintraub received a J.D. degree (1988) and a B.B.A. in finance (1985) from the University of Miami, Florida.
The Company does not compensate directors in their capacity as such nor does it compensate directors for attendance at meetings. The Company does reimburse directors for reasonable expenses incurred in the performance of their duties.
Change of control
Item 1.01. Entry into a Material Definitive Agreement.
Effective March 4, 2008, Delta Mutual, Inc. (the “Company”, “we” or “us”) entered into a Membership Interest Purchase Agreement (the “Agreement”) with Egani, Inc., an Arizona corporation, (“Egani”), providing for the acquisition by the Company from Egani 100% of the issued and outstanding membership interests held by it in Altony SA, 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”). In connection with the Agreement, we issued 130,000,000 shares of our common stock to Egani, and also issued 10,000,000 shares to Security Systems International, Inc., pursuant to a Consulting Services Agreement, dated September 10, 2007 (the “Consulting Agreement”), between the Company and Security Systems International, Inc.
FOR THE FULL TERMS OF THE AGREEMENT AND THE CONSULTING AGREEMENT, PLEASE REFER TO THE COPIES THEREOF FILED AS EXHIBITS 10.35 AND 10.36, RESPECTIVELY, TO THIS REPORT.
Item 2.01. Completion of Acquisition or Disposition of Assets.
At a closing held on March 4, 2008, pursuant to the Agreement we acquired from Egani 100% of the issued and outstanding membership interests held by it in Altony which owns 100% of the issued and outstanding membership interests in SAHF, in exchange for our issuance of 130,000,000 shares of our common stock.
Item 5.01 Changes in Control of Registrant.
At the Closing of the purchase of all of the outstanding membership interests in Altony on March 4, 2008 ( the “Transaction”), we issued to Egani 130,000,000 shares of our common stock, which constitutes following such issuance a majority of our outstanding shares of common stock.
The stockholders of Egani, Inc. are Daniel R. Peralta and Monica Laura Gallo, husband and wife, each a beneficial owner of 65,000,000 million shares of our common stock. Based on the number of our outstanding voting securities as of March 4, 2008, each of Mr. Peralta and Ms. Gallo own beneficially approximately 26.7% of our issued and outstanding shares of common stock.
The consideration furnished by Egani, Inc. was comprised of all of the outstanding membership interests of Altony SA and South American Hedge Fund LLC, valued at $2,600,000 based on the market value of 130,000,000 shares of our common stock on March 4, 2008, that we issued to acquire these assets.
The sources of funds used by the beneficial owners of Egani, Inc. to acquire control of the Company were personal funds.
It is the intention of the two controlling stockholders of Egani, Inc. to designate a majority of our directors.
Item 8.01 Other Events.
On March 4, 2008, we acquired all of the outstanding ownership interests in Altony SA, which in turn owns all of the outstanding membership interests in South American Hedge Fund LLC, a Delaware limited liability company. South American Hedge Fund LLC is seeking investments in South America. In addition, following this acquisition, management intends that the Company continue to pursue business opportunities in the Middle East related to environmental remediation.
Vancouver, B.C., Indico Resources Ltd. (“Indico”) has entered into a assignment agreement dated November 1, 2007, (the “Agreement”) for a 18% carried interest in two exploitation concessions located in Argentina (the “Concessions”), with Oxipetrol-Petroleros De Occident S.A. (“Oxipetrol”), an Argentinean company with an address of Cerrito 836, Ste, Buenos Aires, and South American Hedge Fund LLC (“SHF”), a Delaware company with an address in 2711 Centerville Road, Suite 400, Wilmington, New Castle, Delaware, 19808, for the purpose of
exploring and developing hydrocarbons in exchange for the assuance of 7,000,000 Indico common shares in its capital stock payable to SHF as follows:
Indico will issue 1,000,000 common shares by January 1, 2008, subject to TSX Venture Exchange acceptance and
Indico will issue the remaining 6,000,000 common shares to SHF the earlier of:
all 6,000,000 common shares shall be issued in the event of a commercial oil and gas well being completed and within 60 days of notification by Oxipetrol of such commercial well completion; or
2,000,000 shares shall be issued for each $7,000,000 of oil and gas exploration expenditures incurred on the Concessions, to a maximum of 6,000,000 shares, (and if an issuance of shares is made under this subparagraph and thereafter a commercial well is drilled on the Concessions, then Indico shall only issue the balance of the 6,000,000 shares which are not yet issued). For further details on Indico, readers are referred to the Canadian regulatory filing on SEDAR.
2007 Annual Report
As of April 9, 2008
219,807,273 shares of Common Stock outstanding
King Capital Investment Group