Each one in plain English, with the numbers worked through for a shareholder.
31 Oct 2006capital raising announcement▼ Bad
This amended report corrects the earlier one: the 1,500,000-share sale reported for August 25, 2006 did not happen and was replaced by a similar sale on October 30, 2006. It also lists further issues: 131,578 consultant shares ($50,000), 1,500,000 shares on Aug 30 ($75,000), two note conversions ($11,500 and $20,000 principal), 45,000 consultant shares, and private sales on Oct 30 of 1,000,000 shares ($50,000) and 3,000,000 shares ($150,000). Share issuance continues at roughly $0.05 a share (inference).
Delta Mutual reported 400,000 shares to a consultant on July 26, 2006 ($40,000) and two private sales on August 25, 2006: 1,200,000 shares for $60,000 and 1,500,000 shares for $75,000. The 1,500,000-share sale was later reported as not having taken place (see the October 2006 amendment). More dilution at about $0.05 a share for the private sales (inference).
Delta Mutual listed more unregistered share issues in July 2006: three private sales of 1,000,000 shares each for $50,000 (July 13 twice, July 20), 30,000 consultant shares ($2,550), and 233,280 shares on conversion of a $29,160 promissory note. This continues the steady issuance of cheap shares (about $0.05 each, inference), diluting existing holders.
Delta Mutual sold 2,000,000 shares on June 30, 2006 for $100,000 and 1,000,000 shares on July 7 for $50,000 to private investors (about $0.05 a share, inference). On July 3 the board cancelled 7,978,000 options held by four employees and one subsidiary employee (exercise prices $0.17-$0.25) and regranted the same number at $0.11, exercisable for five years, which the company says adds about $44,000 a quarter in non-cash charges from Q3 2006. This follows the February 2006 option grants and the July 5 option disposals by the CEO; the filing does not say why the options were repriced.
Delta Mutual issued shares on June 26 and 27, 2006: 560,000 on conversion of a $28,000 note, 2,300,992 on conversion of the remaining $104,000 note (including all accrued interest), and 300,000 sold to private investors for $15,000 total. The large conversion appears to retire that note (inference), which cuts debt but adds shares and dilutes holders.
Delta Mutual sold a new $16,000 6% convertible note on May 3, 2006, due November 3, 2007 and convertible into 266,667 shares (about $0.06 a share, inference). It also issued shares: 550,664 on conversion of a $25,000 note, 1,160,000 shares sold for $58,000 on June 8 and 740,000 shares for $37,000 on June 23, plus 30,000 consultant shares. Share sales are now at about $0.05 each (inference from the figures), well below the $0.30 T&T price of a year earlier.
Delta Mutual listed share issues from February to early May 2006: consultant shares, warrant exercises at $0.10, a settlement issue of 225,000 shares ($42,750), small private sales, and 500,170 shares on conversion of a $22,500 note. The individual issues are small, but the share count keeps rising. One entry is dated February 23, 2004, which looks like a typo for 2006 (inference).
Delta Mutual signed a new three-year employment agreement with CEO Peter F. Russo, effective March 11, 2006, with a base salary of $180,000 but a minimum of $6,500 a month until the board decides the company can pay in full. Six months' salary continues if he is terminated other than for death or cause, and extra pay applies if he is terminated without cause after a change in control.
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.
Delta Mutual listed share issues from December 2005 to January 2006: 45,000 shares to a consultant, 300,000 shares on partial conversion of a $37,500 note, 1,136,364 shares to a consultant valued at $250,000, and 2,000,000 shares sold to a private investor on January 25 for $120,000 (about $0.06 a share, inference from the figures). More shares are being issued, mostly at low prices, which dilutes holders (inference).
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.
Delta Mutual issued 855,498 shares on November 17, 2005 on conversion of a $40,000 note (including interest), and sold 3,125,000 shares to a private investor on November 23 for $250,000 with $36,800 in fees. The price is about $0.08 a share (inference from the figures), so further raises are coming at lower prices and dilute holders more.
Delta Mutual sold 1,666,667 shares to a private investor on October 13, 2005 for $250,000 (with $50,000 in fees) and issued 7,500 shares to a consultant for $3,100. The sale price works out to $0.15 a share, well below the $0.30 T&T placement price (inference from the figures), and the filing does not say what lowered the price.
Delta Mutual listed share issues from August to September 2005. These include 581,395 shares to Pagan, 116,279 to Straub and 100,000 to Latza under the August 26 construction agreements, plus note conversions and a warrant exercise. Four note conversions on August 30 and September 27 turned notes of about $10,000, $40,000, $50,000 and $20,531 into 211,185, 848,806, 1,061,008 and 424,769 shares. A further 200,000 shares came from a warrant exercise at $10,000 and 45,000 shares went to a consultant. This confirms that the construction-deal shares were issued and shows note holders converting, which dilutes existing holders (inference).
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.
Delta Mutual sold 1,616,667 shares to a private investor on August 17, 2005 for $485,000 (with $97,000 in fees) and issued 760,000 shares to T&T Asset Management on August 23 valued at $319,200. The $485,000 sale is the first large raise beyond the initial $150,000 under the T&T arrangement (inference: it falls under that agreement; the filing does not say). It adds shares and dilutes existing holders (inference).
This amends the August 8 filing and discloses an August 3, 2005 addendum to the T&T placement deal: T&T's fee rises to 20% on the next $820,000 raised, plus 1,430,000 restricted shares, then reverts to 12%. The corrected table shows the June 24 sales were $37,500, $37,500 and $75,000 (total $150,000, each with a 12% fee), and the 670,000 August 3 shares ($201,000) went to T&T Asset Management, a financial consultant. It also adds 10,000 shares sold to a financial consultant on June 9 for $6,270. This makes the fundraising costlier than the original 12% terms.
Delta Mutual listed new unregistered share sales: three June 24, 2005 sales of 125,000, 125,000 and 250,000 shares to private investors at $0.38, and 670,000 shares to a consultant on August 3, 2005 at $0.30. The June 24 sales match the date the T&T placement first raised money; the filing does not itself link them. More shares outstanding means existing holders are diluted (inference).
What it means for a shareholder
250,000 new shares at $0.380 to raise about $95,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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.
Delta Mutual signed a three-year employment agreement with CFO Martin G. Chilek, effective June 1, 2005, with a base salary of $132,000 but a minimum of $6,000 per month until the board decides the company can pay the full amount. It also listed share sales at $0.30 (285,000 on April 27, 285,000 on April 28, 166,667 on May 4) plus conversion and consultant issues.
Delta Mutual listed unregistered share issues from January to April 2005: shares issued on conversion of notes (including 252,542, 500,000 and 206,954 shares at $0.05), 300,000 shares on warrant exercise at $0.10, and small consultant issues. This shows note holders converting, which adds shares (inference: dilution).
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.
On March 22, 2005 Delta Mutual issued a 6% promissory note of $71,731.29 to a private investor, repayable in three equal installments with the last due December 20, 2005. The filing does not state the use of the money.
2 Dec 2004capital raising announcement● NeutralMajor
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.
Delta Mutual sold another $37,500 of 6% convertible notes (due November 1 and 4, 2006), convertible into 750,000 shares with 750,000 warrants. The filing says $356,500 had been sold before this, so the series reaches $394,000. It also issued 250,000 shares to a consultant at $0.1415.
Delta Mutual sold a further $25,000 of 6% convertible notes due October 18, 2006 to an institutional investor, convertible into 500,000 shares with 500,000 warrants. The series total sold before this sale was $331,500, so it is now $356,500.
Delta Mutual sold another $30,000 of the same 6% convertible notes (due September 22 and 26, 2006), convertible into 600,000 shares with 600,000 warrants. Total sold in this series is now $331,500. It also issued 750,000 shares to a consultant on October 4, 2004 at $0.05.
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).
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).
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.
