CannAwake Corp

On December 6, 2018, after the auditor MaloneBailey advised it to re-evaluate, the company (now CannAwake Corporation, based in Nipton, CA) said its June 30, 2018 quarterly financials should not be relied on. The error was a 'deemed dividend' charged on the Series A preferred stock held by its controlling stockholder; it will be removed in a restated quarterly report. The filing gives no dollar amount for the error.

financial restatement

The Nipton deal closed (filing cites April 5, 2018): the company issued 160,000 Series A preferred shares, convertible into 160,000,000 common shares, to American Green for all of Nipton, Inc., which owns the real estate in the township of Nipton, California. American Green now holds about 82% of the common stock and will manage the project under a 10-year contract; Santiago Peralta resigned as director and Interim CEO. The company says it is shifting from oil and gas to cannabis-oriented real estate development, says it sold its Argentine oil and gas business (SAHF) while keeping rights to part of some sale proceeds (the filing gives the year as '1917', evidently a typo), and plans to sell its remaining U.S. oil and gas investments. This completes the March agreement, ends the Argentina focus in the earlier history, and dilutes existing holders.

business combination

On March 19, 2018 the company (then named Delta International Oil & Gas) signed an agreement, dated March 14, 2018, to buy all of Nipton, Inc. from American Green, Inc. in exchange for Series A preferred stock convertible into 160,000,000 common shares. If it closes as expected in the next several weeks, American Green would own about 82% of the common stock, so existing shareholders would be heavily diluted and control would change.

material agreement

The board concluded on August 30, 2011 that the 2009 financial statements should no longer be relied on. 2009 interest expense was understated by $97,741, cutting 2009 net earnings from $834,591 to $736,850 and equity from $543,179 to $445,438. The company also says it re-entered the development stage on January 1, 2009 and moved a $35,000 note conversion to financing cash flow. The 2007 and 2008 statements are stated as unaffected. This is a second restatement in the company's history.

financial restatement

On August 10, 2011 the Salta government declared the company's bid for the Valle de Lerma block in Argentina the winner. The bid was made through South American Hedge Fund with partner Grasta SA, and SAHF holds 51% of the license interest and is operator. It follows the April 29, 2011 approval of the proposal. The approved first term is 406 work units over 3 years. Two capped wells drilled in the early 1990s exist; one tested at 20 barrels a day. The company plans an environmental study then reentry and workover once government clearance is given (expected August 15, 2011). This resolves the tender flagged in May.

drilling progress report

The company ended RBSM LLP's engagement on May 6, 2011 and appointed Madsen & Associates to audit 2010. It also reported Argentine government approvals through its subsidiary Southamerican Hedge Fund (the Altony-acquired unit): 18% interests in the Tartagal Oriental and Morillo oil and gas blocks (Salta province) and approval of a proposal for the Valle de Lerma block, with a mandatory tender to follow. A partner, New Times Group Energy, took 60% of rights in the two blocks in May 2009. This gives the Altony hedge fund subsidiary its first oil and gas concession interests.

auditor change

This amendment explains the restatement more fully: the Altony deal was wrongly treated as a reverse acquisition effective as of January 1, 2007, when consolidation should only have begun on March 4, 2008. The prior statements should not be relied on, the changes will most likely be material, and amended filings will follow. The annual report filed April 15, 2008 is stated as unaffected.

financial restatement

On November 3, 2008 the board authorized restating financial statements tied to the Altony acquisition: the 2007 audited statements in the August 2008 8-K amendment and the Q1 and Q2 2008 quarterly reports. The cause is a change in accounting treatment of the December 31, 2007 balance sheet. The 2007 and 2006 statements in the annual report filed April 15, 2008 are not affected. Earlier reports on the Altony deal should not be relied on.

financial restatement

On March 4, 2008 Delta Mutual bought all of Altony SA (Uruguay), which owns South American Hedge Fund LLC, from Egani, Inc. in exchange for 130,000,000 new shares (valued at $2,600,000), and issued another 10,000,000 shares ($200,000) to a consultant. Egani's owners, Daniel Peralta and Monica Gallo, each hold about 26.7% and intend to designate a majority of directors, so control of the company changes. The hedge fund is described as seeking investments in South America, while management says it will keep pursuing Middle East environmental remediation. This is a major shift away from the earlier Indonesian oil sludge and building-materials focus and sharply dilutes existing holders.

asset acquisition disposition

On September 25, 2007 the $550,000 note issued in May 2007 was converted into 11,000,000 shares, matching the stated $0.05 conversion price. This removes that senior debt but adds 11 million shares for existing holders to absorb.

capital raising announcement

On May 1, 2007 Delta Mutual issued a $550,000 10% convertible note due June 2008, convertible at $0.05 into 11,000,000 shares. It ranks senior to the company's other convertible notes and the company may force conversion under certain conditions; the filing lists $50,000 in discounts. Two small 6% convertible notes ($17,000 and $26,600, due April 9, 2008) were also issued on April 9. This is a larger and more senior layer of debt than before.

capital raising announcement

Delta Mutual's Indonesian joint venture partner PT. Triyudha received a contract dated February 6, 2006 from Pertamina, the state oil company, for about 3,000 metric tons of oil sludge at $100 per ton (about $300,000, inference from the figures), to be finished by April 21, 2006. The joint venture's facility began production on December 15, 2005 and can process up to 200 tons a day. This is the first sign the Indonesian project from April 2005 is operating and has a paying customer.

material agreement

On July 21, 2005 the board decided to restate the 2004 annual accounts and the first-quarter 2005 accounts because of a change in how $961,400 of 2004 convertible debt and warrants is accounted for. The restated 2004 net loss is $1,950,399 instead of $3,920,699 (a $0.14 loss per share instead of $0.28), and the stockholders' deficiency is $512,982 instead of $1,262,182. Total assets ($441,444) and cash are unchanged, so the change is accounting only; this filing came six months after the board's decision.

financial restatement

On August 26, 2005 subsidiary Delta Technologies bought intellectual property for an insulated concrete wall forming system from Richard Straub Jr. and John Latza (a Delta Mutual employee), and signed consulting deals with Juan Bautista Rodriguez Pagan (four years) and Straub (three years). Payments include $50,000 cash to Straub, and shares and monthly pay to the consultants, including Pagan's $6,000 a month and commissions of 5% of Delta Technologies' gross sales up to $1,700,000. This is a new construction materials line, separate from the Indonesian oil sludge project, and brings long-running share and cash obligations.

material agreement

On June 17, 2005 Delta Mutual hired T&T Vermoegensverwaltungs AG of Zurich on a best-efforts basis to raise up to $1,500,000 by July 31, 2005 by selling shares at $.30, with an option for up to $2,000,000 more within 120 days. T&T gets a 12% placement fee, and the company received the first $150,000 on June 24, 2005. Only the first $150,000 is confirmed raised.

material agreement

On April 5, 2005 Delta Mutual issued $210,655.04 of 8% term notes to three private investors, due October 2, 2005. The proceeds are to buy equipment for an oil sludge processing facility that its Delta-Envirotech subsidiary will set up as a local joint venture, Tryhuda-Envirotech, in Indramayu, West Java, Indonesia. This is the first mention of an Indonesian project.

debt financing

Delta Mutual settled with Joseph Friedman and Sons International, Inc. effective November 26, 2004, paying with a $50,000 6% convertible note due November 24, 2006 (convertible into 1,000,000 shares), 1,000,000 warrants and 412,000 shares. The filing does not say what the dispute was. It also issued 545,000 shares to consultants in November 2004. The series of notes previously sold totalled $394,000.

capital raising announcement

Delta Mutual sold $301,500 of 6% convertible notes due September 16, 2006 to investors, convertible at $0.05 per share into 6,030,000 shares, with 6,030,000 warrants at $0.10 expiring March 31, 2006. It also issued 625,000 shares to consultants at $.05 to $.12. If the notes convert, existing holders would be diluted (inference).

capital raising announcement

Delta Mutual reported small unregistered sales: a term sheet for a $37,500 convertible note due January 16, 2007 (convertible into 750,000 shares), and 600,000 shares sold to investors and a consultant at $.125 in late August 2004. It raised authorized common stock from 20,000,000 to 100,000,000 shares, approved by stockholders on August 30, 2004. Peter F. Russo was elected sole director and a 2004 Stock Option Plan was approved, but a new preferred stock class was not approved. More shares can now be issued, which could dilute existing holders (inference).

capital raising announcement

This information statement (filed by Delta Mutual, Inc.) says Kelcon sold 450,000 shares (81%) to Gary T. Robinson under a November 8, 2002 agreement for $275,000, and Robinson bought 37,000 more in the market, reaching about 87%. His stake has since fallen to about 41% (2,435,000 shares) after new share issuances and a 5-for-1 forward split on February 20, 2003, with 5,885,000 shares now outstanding. Kenneth A. Martin is to resign as sole director, with Robinson and Peter F. Russo (who would be President) taking the board. This explains the earlier Kelcon/Martin and Robinson holding notices: the filing names Delta Mutual, so the CannAwake link remains an inference. Jerry Kindrachuk is listed with 1,000,000 shares (16.99%), matching the February 11 notice.

business combination

Delta Mutual, Inc. filed a registration statement to issue up to 11,215,144 of its shares (including up to 200,000 for closing expenses) to buy all the assets of Enterprises Solutions, Inc. and assume certain liabilities. Enterprises' stockholders would vote on the asset sale and on dissolving Enterprises. The filing names Kenneth A. Martin as Delta's President and CEO; the earlier Kelcon/Martin 80.78% CannAwake holding notice involves the same name, so a link to CannAwake is likely (inference), but this text does not explain it.

business combination