Each one in plain English, with the numbers worked through for a shareholder.
12 May 2011auditor change▲ GoodMajor
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.
This amendment corrects the dates of the February 2011 auditor switch: the board approved RBSM LLP on February 22, 2011 and the engagement is dated that day (not February 23). The other content is unchanged, including the going-concern warning in JSW's 2009 report and no disagreements.
Auditor Jewett, Schwartz, Wolfe resigned on February 16, 2011 because its audit practice was acquired by RBSM LLP, which the company engaged on February 23, 2011. The filing says JSW's 2009 report carried a going-concern warning (substantial doubt about the company's ability to continue). It reports no disagreements or reportable events. This is the third auditor in about 14 months.
This amendment repeats the April 2010 table of unregistered share sales with one correction: the December 4, 2009 note conversion is now $35,000 of principal at $0.58 a share (the original said $36,000 at $0.60). The 60,000 share count and all other entries are unchanged.
On April 20, 2010 the company gave notice ending its November 1, 2009 agreement with ValuCorp, which had supplied Michael Gilburd as Interim CFO. Termination takes effect April 30, 2010. The filing does not say who replaces him or why the agreement was ended.
The company listed 18 unregistered share sales from April 27, 2009 to April 1, 2010, mostly to private investors plus two to consultants. Prices ranged from $0.08 to $0.60 a share; the largest single sale was 1,000,000 shares at $0.20 on April 1, 2010. One sale was a conversion of a $36,000 note into 60,000 shares. This continues the pattern of regular share issuance and dilution.
This amendment clarifies that Wiener, Goodman told the company on December 8, 2009 that it would not stand for re-election, rather than being unable to continue. It states no disagreements and no reportable events in 2007, 2008 or through December 8, 2009. Jewett, Schwartz, Wolfe remains the new auditor.
On December 30, 2009 Delta Mutual hired Jewett, Schwartz, Wolfe & Associates as auditor for fiscal 2009 after Wiener, Goodman & Company (auditor since November 2000) told it in December 2009 that it could not continue. No adverse opinions or disagreements are reported. The company's address is now Scottsdale, Arizona.
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.
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.
