U.S.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
10-K
(Mark One)
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ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For
Fiscal Year Ended: September 30, 2009
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the transition period from _______________ to _______________
Commission file number:
333-130197
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DELTRON, INC.
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(Exact name of registrant as specified in its
charter)
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Nevada
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86-1147933
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(State or other jurisdiction of incorporation or
organization)
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(IRS Employer Identification No.)
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Sabana Oeste,
Restaurante Princessa Marina,
200 Metros
Oeste y 100 mts Norte, Portón Verde, Frente SBC Computadoras,
San Jose,
Republica de Costa Rica
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(Address of principal executive
offices)
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Registrant's telephone number:
(702) 987-1847
Securities registered under
Section 12(b) of the Act:
None
Securities registered under
Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
o
No
x
Indicate by
check mark if the registrant is not required to file reports pursuant to Section
13 or 15(d) of the Exchange Act. Yes
x
No
o
Indicate by
check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes
x
No
o
Indicate by
check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). Yes
o
No
o
Indicate by
check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
o
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions
of the “large accelerated filer,” “accelerate filer”, “non-accelerated filer”,
and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
(Check one):
Large
Accelerated Filer
o
Accelerated
Filer
o
Non-Accelerated
Filer
o
Smaller reporting company
x
(Do
not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act).
Yes
x
No
o
As of December 30, 2009, there
were 5,545,000 shares of the registrant's common stock, par value $0.001, issued
and outstanding. Of these, 3,745,000 shares were held by non-affiliates of
the registrant. The market value of securities held by non-affiliates was
$0.00 as our stock did not then and does not presently trade.
DOCUMENTS
INCORPORATED BY REFERENCE
If the following documents are incorporated by reference,
briefly describe them and identify the part of the Form 10-K (e.g., Part I,
Part II, etc.) into which the document is incorporated: (1) any
annual report to security holders; (2) any proxy or information statement;
and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the
Securities Act of 1933, as amended (“Securities Act”).
Not Applicable.
2
PART I
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING
INFORMATION
Except for
historical information, this report contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Such forward-looking statements involve
risks and uncertainties, including, among other things, statements regarding our
business strategy, future revenues and anticipated costs and expenses.
Such forward-looking statements include, among others, those statements
including the words “expects,” “anticipates,” “intends,” “believes” and similar
language. Our actual results may differ significantly from those projected
in the forward-looking statements. Factors that might cause or contribute
to such differences include, but are not limited to, those discussed in the
sections “Business”, “Risk Factors” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations.” You should carefully
review the risks described in this Annual Report and in other documents we file
from time to time with the Securities and Exchange Commission. You are
cautioned not to place undue reliance on the forward-looking statements, which
speak only as of the date of this report. We undertake no obligation to
publicly release any revisions to the forward-looking statements or reflect
events or circumstances after the date of this document.
Although we
believe that the expectations reflected in these forward-looking statements are
based on reasonable assumptions, there are a number of risks and uncertainties
that could cause actual results to differ materially from such forward-looking
statements.
All references in
this Form 10-K to the “Company,” “Deltron,” “we,” “us” or “our” are to Deltron,
Inc.
ITEM
1. BUSINESS
Business
Development
Deltron, Inc. was
incorporated in the State of Nevada on September 14, 2005. We were formed
as a land development company
that intended
to construct rental housing units in Costa Rica. In March of 2006,
Deltron, Inc. purchased a property in San Isidro de Heredia, Costa Rica, which
we intended to develop.
As of the date of
this filing, we have taken the following steps in execution of our original
business plan: We incorporated Deltron Holdings Corporation S.A. (“Deltron
S.A.”) on November 17, 2005 in San Jose, Costa Rica, a company in which Deltron,
Inc. owns 100% of the shares. Deltron S.A. was used to purchase the
property that we had available for our development plans. We intended to
construct a minimum of two (2) three-bedroom apartments with the goal of renting
them to middle-income families in order to generate revenue. We hired the
services of Tropical Design Group S.A., an architectural firm, who has completed
the design and aforementioned plans for two rental units to be built on the site
owned by us. From July 2006 through February 2007, we spent $12,514 on
building plans and permits. The architectural designs have been completed
and were approved by the College of Architects and Engineers of Costa Rica (a
requirement before plans can be submitted to the city engineering department for
approval and issuance of the construction permits) and we have received the
construction permits from the city of San Isidro de Heredia. However,
these construction permits were never used and they expired in December of 2007.
We were required to suspend the construction of the two apartments/housing
units due to lack of funds, as the cost of construction has significantly
increased since our original estimate in 2005. We subsequently have
cancelled our contract with Tropical Design Group S.A.
We decided prior to
the end of our fiscal year ended September 30, 2009, to redirect our business
focus towards identifying and pursuing options regarding the development of a
new business plan and direction. We are currently looking for ventures of
merit for corporate participation as a means of enhancing stockholder value.
This may involve sales of our equity or debt securities in merger or
acquisition transactions.
On October 22, 2009,
the Company entered into a Letter of Intent with Blu Vu Deep Oil & Gas
Exploration (“Blu Vu”). The companies plan to enter into a definitive
agreement under which Deltron will acquire Blu Vu in exchange for stock of
Deltron in the form of a merger.
As of September 30,
2009, we had generated no revenues. We have been issued an opinion by our
auditor that raises substantial doubt about our ability to continue as a going
concern based on our current financial position, please refer to note 7 of our
financial statements.
We have a total of
100,000,000 authorized common shares with a par value of $0.001 per share and
5,545,000 common shares issued and outstanding as of September 30, 2009.
Patents, Trademarks and Licenses, Franchises, Concessions,
Royalty Agreements or Labor Contracts
We
presently utilize no patents, licenses, franchises, concessions, royalty
agreements or labor contracts in connection with our business.
Research and Development
During
the fiscal years ended September 30, 2009 and 2008, we made no expenditures
on research and development.
Employees
As of
December 15, 2009, our only employees are our two executive officers.
Bankruptcy or
Similar Proceedings
The Company has not
been involved in any bankruptcy, receivership or similar proceedings.
ITEM
1A.
RISK
FACTORS
Because
we are a “smaller reporting company” as that term is defined by the SEC, we are
not required to present risk factors at this time.
ITEM
1B.
UNRESOLVED
STAFF COMMENTS
None.
ITEM
2.
PROPERTIES
Deltron’s principal
place of business and corporate offices is located at Sabana Oeste, Restuarante
Princessa Marina, 200 Metros Oeste, 100 Norte, Porton Verde, Frente SBC
Computadoras, San Jose, Republic of Costa Rica, the telephone number is (702)
987-1847. The office space is a 3,000 square foot shared-office building
in which Deltron has use of a 150 square foot office. We have no intention of
finding office space to rent during the development stage of the company and we
will operate from these premises for the time being. Since we have been
given access to office space free of charge, no rental agreement is in place and
we are subject to eviction without notice at any time.
Deltron currently
owns a 592 square meter lot in San Isidro de Heredia, Costa Rica.
This property was purchased for $40,657 on March 29, 2006, from an
un-affiliated third party, through our wholly-owned subsidiary Deltron Holding
Corporation S.A. The funds to purchase the property were loaned to Deltron
Holdings by Shawn Phillips, a director of our company. The balance is
non-interest bearing and there are no specific terms of repayment.
ITEM
3.
LEGAL
PROCEEDINGS
Legal
Proceedings
No legal or
governmental proceedings are presently pending or, to our knowledge, threatened,
to which we are a party.
ITEM
4.
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were
submitted to a vote of security holders, through the solicitation of proxies or
otherwise, during the fourth quarter of the fiscal year covered by this
report.
PART
II
ITEM
5.
MARKET
FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES
OF EQUITY SECURITIES
Market
Information
“Bid” and ”ask”
prices for our common stock have been quoted on the Over-The-Counter Bulletin
Board (the “OTCBB”) under the symbol “DTRO.OB” since December 20, 2006. However,
our stock has never traded.
As of December 15,
2009, we had 34 shareholders of record of our common stock.
Dividends
There are no
restrictions in our articles of incorporation or bylaws that prevent us from
declaring dividends. The Nevada Revised Statutes, however, do prohibit us
from declaring dividends where, after giving effect to the distribution of the
dividend:
1.
we would not be able to pay our debts as they become due in the
usual course of business; or
2
our total assets would be less than the sum of our total
liabilities plus the amount that would be needed to satisfy the rights of
shareholders who have preferential rights superior to those receiving the
distribution.
We have
not declared any dividends, and we do not plan to declare any dividend in the
foreseeable future.
Recent Sales of
Unregistered Securities
During the fiscal
year ended September 30, 2009, we issued no equity securities.
Securities
Authorized For Issuance Under Equity Compensation Plans
We do
not have any equity compensation plans and accordingly we have no securities
authorized for issuance under any such plans.
ITEM
6.
SELECTED
FINANCIAL DATA
Not applicable.
ITEM
7.
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion highlights the principal factors that
have affected our financial condition and results of operations as well as our
liquidity and capital resources for the periods described. This discussion
contains forward-looking statements. Please see “Forward-Looking Statements” for
a discussion of the uncertainties, risks and assumptions associated with these
forward-looking statements.
The following discussion and analysis of the Company’s financial
condition and results of operations are based on the preparation of our
financial statements in accordance with U.S. generally accepted accounting
principles. You should read the discussion and analysis together with such
financial statements and the related notes thereto.
Results of
Operations
We
are a development stage corporation. We have generated no revenues from
our business operations since inception and have incurred $97,851 in expenses
through September 30, 2009.
The
following table provides selected financial data about our company for the year
ended September 30, 2009 and 2008.
Balance Sheet Data
September
30, 2009
September
30, 2008
Cash
and cash equivalents
$
10.985
$
23,541
Total
assets
$
51,642
$
76,712
Total
liabilities
$
43,593
$
43,165
Shareholders’
equity
$
8,049
$
33,547
Net
cash provided by financing activities since inception through September 30, 2009
was $148,165, consisting of $105,900 raised from the sale of our common stock
and $42,265 advanced from a director and former officer of the company.
Plan of
Operation
Our auditors have
issued a going concern opinion on our September 30, 2009, audited financial
statements, refer to note 7. This means that there is substantial doubt that we
can continue as an ongoing business for the next twelve months unless we obtain
additional capital to pay for our expenses. This is because we have not
generated any revenues and there is no assurance we will ever reach this point.
Accordingly, we must raise sufficient capital from other sources. Our only other
source for cash at this time is investments by others. We must raise cash to
stay in business.
We are a development
stage company that has no operations, no revenue, no financial backing and
limited assets. We had originally planned to develop our property in San
Jose, Costa Rica, to rent two three-bedroom apartments to middle income
families. Recently, the Company has decided to redirect its business focus
towards identifying and pursuing options regarding the development of a new
business plan and direction. The Company is currently seeking ventures of
merit for corporate participation as a means of enhancing stockholder value.
This may involve sales of equity or debt securities in merger or
acquisition transactions.
On October 22, 2009,
the Company entered into a Letter of Intent with Blu Vu Deep Oil & Gas
Exploration (Blu Vu). The companies plan to enter into a definitive
agreement under which Deltron will acquire Blu Vu in exchange for stock of
Deltron in the form of a merger.
We do not currently
engage in any product research and development and have no plans to do so in the
foreseeable future. We have no present plans to purchase or sell any plant
or significant equipment. We also have no present plans to add employees
although we may do so in the future if we engage in any merger or acquisition
transactions.
Liquidity and
Capital Resources
Our cash and cash equivalents balance as of September 30, 2009 was
$10,985.
We are
a development stage company and currently have no operations.
We do
not have sufficient funds on hand to pursue our business objectives for the near
future or to commence operations without seeking additional funding. We
currently do not have a specific plan of how we will obtain such funding.
Loans to the Company
We received $42,265
in loans from Mr. Phillips, a director and former officer of the company.
This amount owed to Mr. Phillips is non-interest bearing, unsecured, and
due on demand.
We have
minimal operating costs and expenses at the present time due to our limited
business activities. We will, however, be required to raise additional
capital over the next twelve months to meet our current administrative expenses,
and, additionally, we may do so in connection with or in anticipation of
possible acquisition transactions. This financing may take the form of
additional sales of our equity or debt securities to, or loans from, our
majority stockholder, or from our sole officer and director. There is no
assurance that additional financing will be available from these or other
sources, or, if available, that it will be on terms favorable to us.
Off-Balance
Sheet Arrangements
We have no
off-balance sheet arrangements.
ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
Our
audited financial statements are included beginning immediately following the
signature page to this report. See Item 15 for a list of the financial
statements included herein.
ITEM
9.
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
On
August 6, 2009, the Board of Directors appointed Seale & Beers, CPAs (“Seal
& Beers”) as Deltron, Inc.’s independent auditors for the 2009 fiscal year,
replacing Moore & Associates, Chartered (“Moore”).
On
August 6, 2009, the Company received notice from Moore announcing their
resignation as the Company’s independent auditor effective August 6, 2009.
Furthermore, the Company has been advised that the PCAOB revoked the
registration of Moore on August 27, 2009, because of violations of PCAOB rules
and auditing standards in auditing the financial statements, PCAOB rules and
quality controls standards, and Section 10(b) of the Securities Exchange Act of
1934 and Rule 10b-5 thereunder, and noncooperation with a Board
investigation.
For the years ended
September 30, 2008 and 2007, there were no disagreements with Moore on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreements if not resolved to Moore’s
satisfaction would have caused them to make reference to the subject matter of
the disagreement in connection with their reports. For the years ended September
30, 2008 and 2007, there were no
“reportable events”
as that term is
described in Item 304(a)(1)(v) of Regulation S-K.
ITEM
9A.[T]
CONTROLS
AND PROCEDURES
Evaluation of Our
Disclosure Controls
Under the supervision
and with the participation of our senior management, including our chief
executive officer and chief financial officer, Randall Fernandez, we conducted
an evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end
of
the period covered by
this annual report (the “Evaluation Date”). Based on this evaluation, our
chief executive officer and chief financial officer concluded as of the
Evaluation Date that our disclosure controls and procedures were effective such
that the information relating to us, including our consolidated subsidiaries,
required to be disclosed in our Securities and Exchange Commission (“SEC”)
reports (i) is recorded, processed, summarized and reported within the time
periods specified in SEC rules and forms, and (ii) is accumulated and
communicated to our management, including our chief executive officer and chief
financial officer, as appropriate to allow timely decisions regarding required
disclosure.
Management’s Annual Report on Internal Control Over Financial
Reporting
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting. Our internal control over financial
reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes of accounting principles generally accepted in the United
States. Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Therefore,
even those systems determined to be effective can provide only reasonable
assurance of achieving their control objectives. With the participation of
Randall Fernandez, our Chief Executive and Financial Officer, our management
conducted an evaluation of the effectiveness of our internal control over
financial reporting as of September 30, 2009, based on the criteria set forth by
the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in
Internal Control – Integrated Framework. Based upon such evaluation, our
management concluded that we did maintain effective internal control over
financial reporting as of September 30, 2009, based on the COSO framework
criteria.
This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit us to provide only management’s report in this
annual report.
Changes in Internal Control Over Financial Reporting
There have been no
changes in our internal control over financial reporting that occurred during
the quarter ended September 30, 2009 that have materially affected or are
reasonably likely to materially affect our internal control over financial
reporting.
Officers’ Certifications
Appearing as exhibits
to this Annual Report are “Certifications” of our Chief Executive Officer and
Chief Financial Officer. The Certifications are required pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 (the “Section 302
Certifications”). This section of the Annual Report contains information
concerning the Controls Evaluation referred to in the Section 302 Certification.
This information should be read in conjunction with the Section 302
Certifications for a more complete understanding of the topics presented.
ITEM
9B.
OTHER
INFORMATION
Not
applicable.
PART
III
ITEM
10.
DIRECTORS,
EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
Executive
Officers, Directors and Key Employees
Directors serve until
the next annual meeting of the stockholders; until their successors are elected
or appointed and qualified, or until their prior resignation or removal.
Officers serve for such terms as determined by our board of directors.
Each officer holds office until such officer’s successor is elected or
appointed and qualified or until such officer’s earlier resignation or removal.
No family relationships exist between any of our present directors and
officers.
The following table
sets forth certain information, as of December 15, 2009, with respect to our
directors and executive officers.
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Name and Address
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Age
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Positions
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Randall Fernandez
Sabana Oeste, Restaurante Princessa Marina,
200 Metros Oeste y 100 mts Norte, Portón Verde,
Frente SBC Computadoras,
San José, República de Costa Rica
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President, Chief Financial Officer, Treasurer and
member of the Board of Directors
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Hilda Rivera
Sabana Oeste, Restaurante Princessa Marina,
200 Metros Oeste y 100 mts Norte, Portón Verde,
Frente SBC Computadoras,
San José, República de Costa Rica
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Secretary and Member of the Board of
Directors
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Shawn Phillips
Sabana Oeste, Restaurante Princessa Marina,
200 Metros Oeste y 100 mts Norte, Portón Verde,
Frente SBC Computadoras,
San José, República de Costa Rica
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Member of the Board of
Directors
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Randall Fernandez has
held the positions of President, CFO, Treasurer and a director since September
9, 2008. He is expected to hold said offices/positions until the next
annual meeting of our stockholders.
Hilda Rivera has been
a member of the Board of Directors since inception and was appointed to
Secretary on September 9, 2008. She is expected to hold said
Office/positions until the next annual meeting of our stockholders.
Shawn Phillips, as of
September 9, 2008, has resigned from his positions of President, CEO, CFO, and
Treasurer, positions he has held since inception and the position of Secretary
since February 5, 2007. He has been a member of the Board of Directors
since inception and he is expected to hold said position until the next annual
meeting of our stockholders.
Mr. Fernandez, Mr.
Phillips, and Ms. Rivera are our only officers, directors, promoters and control
persons.
Certain biographical
information of our directors and officers is set forth below.
Randall
Fernandez
Mr. Fernandez
graduated with a degree in Odontology from the Universidad Veritas de Costa Rica
in March of 2005.
From January 2003 to
March 2005, Mr. Fernandez has worked in the capacity as a dental Assistant in
the clinic “Guevara y de la O” in San Jose, Costa Rica. Since being
awarded his doctorate in dentistry in March of 2005, he has been working in the
capacity of Senior Partner of the “Guevara y de la O” dental clinic. He also
owns a business specializing in the refurbishing and renovating of damaged homes
and properties in Costa Rica and then reselling them
Hilda
Rivera
Ms. Rivera is a Land
Developer and convenience store proprietor living in San Jose, Costa Rica.
In the last seven
years Mrs. Rivera has developed six residential properties in Costa Rica which
she currently rents to the public.
Shawn
Phillips
Mr. Phillips has over
19 years experience in the direct marketing industry specializing in both
business-to-business and direct to consumer mail-order sales.
He has sold millions
of dollars worth of informational reports/booklets ranging from how to live a
healthier and more prosperous life, to discount coupon books, financial
services, semi-precious jewelry, travel information, and organic foods.
Mr. Phillips has
spent the last six years as a mail-order consultant for numerous firms that
market various information products. Mr. Phillips was a Director of
Coronado Corp., which is quoted on the OTCBB (www.otcbb.com) under the symbol
CRAO. Mr. Phillips served as a Director from January 9, 2006 until
December 14, 2009.
Employment
Agreements
We have no formal
employment agreements with any of our employees.
Term of
Office
Our directors are
appointed for a period of one year or until such time as their replacements have
been elected by our shareholders. The officers of the Company are
appointed by our board of directors and hold office until their resignation or
removal.
Audit
Committee
We do not have a
standing audit committee, an audit committee financial expert, or any committee
or person performing a similar function. We currently have limited working
capital and no revenues. Management does not believe that it would be in
our best interests at this time to retain independent directors to sit on an
audit committee. If we are able to raise sufficient financing in the
future, then we will likely seek out and retain independent directors and form
an audit, compensation committee and other applicable committees.
Board of Directors
We do not pay our
Directors for attending board meetings. However, they are reimbursed for
expenses, if any, for attendance at meetings of the Board of Directors.
Our Board of Directors may designate from among its members an executive
committee and one or more other committees but has not done so to date. We
do not have a nominating committee or a nominating committee charter.
Further, we do not have a policy with regard to the consideration of any
director candidates recommended by security
holders. To
date this has not been a problem as no security holders have made any such
recommendations. Members of the Board of Directors perform all functions
that would otherwise be performed by committees. Given the present size of
our board it is not practical for us to have committees. If we are able to
grow our business and increase our operations we intend to expand the size of
our board and allocate responsibilities accordingly.
Compliance with
Section 16(a) of the Exchange Act
Our common stock is
not registered pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). Accordingly, our officers, directors and
principal shareholders are not subject to the beneficial ownership reporting
requirements of Section 16(a) of the Exchange Act.
Code of Ethics
In 2006 we adopted a
Code of Ethics that applies to all of our employees. A copy of our Code of
Ethics will be provided to any person requesting same without charge. To
request a copy of our Code of Ethics, please make written request to our
President c/o Deltron, Inc. at Sabana Oeste, Restaurante Princessa Marina, 200
Metros Oeste y 100 mts Norte, Portón Verde, Frente SBC Computadoras, San José,
República de Costa Rica.
ITEM
11.
EXECUTIVE
COMPENSATION
The following table
sets forth information concerning the total compensation paid or accrued by us
during the two fiscal years ended September 30, 2009 and 2008 to (i) all
individuals that served as our principal executive officer or acted in a similar
capacity for us at any time during the fiscal year ended September 30, 2009;
(ii) all individuals that served as our principal financial officer or acted in
a similar capacity for us at any time during the fiscal year ended September 30,
2009; and (iii) all individuals that served as executive officers of ours at any
time during the fiscal year ended September 30, 2009 that received annual
compensation during the fiscal year ended September 30, 2009 in excess of
$100,000.
Summary Compensation Table
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Name and Principal Position
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Year
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Salary
($)
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Bonus ($)
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Stock Awards ($)
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Option Awards ($)
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Non-
Equity Incentive
Plan Compen-sation ($)
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Non-
qualified
Deferred
Compen-sation
Earnings ($)
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All
Other
Compen-sation ($)
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Total ($)
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(a)
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(b)
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(c)
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(d)
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(e)
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(f)
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(g)
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(h)
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(i)
|
|
(j)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Randall
Fernandez,
(2)
Chief Executive
and Financial Officer
|
|
2009
2008
|
|
0
0
|
|
0
0
|
|
0
0
|
|
0
0
|
|
0
0
|
|
0
0
|
|
0
0
|
|
0
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hilda
Rivera,
(3)
Secretary
|
|
2009
2008
|
|
0
1,000
|
|
0
0
|
|
0
0
|
|
0
0
|
|
0
0
|
|
0
0
|
|
0
0
|
|
0
1,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shawn
Phillips,
(1)
Chief Executive and Financial Officer
|
|
2008
|
|
0
|
|
0
|
|
0
|
|
0
|
|
0
|
|
0
|
|
0
|
|
0
|
(1)
Shawn
Phillips served as our President, Chief Executive Officer from inception until
June 9, 2008 and served as our Chief Financial Officer, Secretary and Treasurer
from October 18, 2007 to September 9, 2008.
(2)
Randall
Fernandez has served as our President, Chief Executive Officer, Chief Financial
Officer, Treasurer and as a Director from September 9, 2008, through the
present.
(3)
Hilda
Rivera has served as our Secretary from September 9, 2008, and as a Director
from inception through the present.
We have not issued
any stock options or maintained any stock option or other incentive plans since
our inception. We have no plans in place and have never maintained any plans
that provide for the payment of retirement benefits or benefits that will be
paid primarily following retirement including, but not limited to, tax qualified
deferred benefit plans, supplemental executive retirement plans, tax-qualified
deferred contribution plans and nonqualified deferred contribution plans.
Similarly, we have no contracts, agreements, plans or arrangements, whether
written or unwritten, that provide for payments to the named executive officers
or any other persons following, or in connection with the resignation,
retirement or other termination of a named executive officer, or a change in
control of us or a change in a named executive officer’s responsibilities
following a change in control.
Compensation of
Directors
During the fiscal years ended September 30, 2009 and 2008, there
were no arrangements between us and our directors that resulted in our making
any payments to our directors for any services provided to us by them as
directors.
ITEM
12.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
The following table
sets forth information with respect to the beneficial ownership of our common
stock known by us as of December 15, 2009 by:
·
each
person or entity known by us to be the beneficial owner of more than 5% of our
common stock;
·
each
of our directors;
·
each
of our executive officers; and
·
all
of our directors and executive officers as a group.
The percentages in
the table have been calculated on the basis of treating as outstanding for a
particular person, all shares of our common stock outstanding on such date and
all shares of our common stock issuable to such holder in the event of exercise
of outstanding options, warrants, rights or conversion privileges owned by such
person at said date which are exercisable within 60 days of December 15, 2009.
Except as otherwise indicated, the persons listed below have sole voting
and investment power with respect to all shares of our common stock owned by
them, except to the extent such power may be shared with a spouse.
|
|
|
|
|
|
Name and Address
of Beneficial Owner
|
Title of Class (1)
|
Shares of
Common Stock Beneficially Owned
(1)
|
Percentage
Ownership
(2)
|
|
Randall Fernandez
Sabana Oeste, Restaurante Princessa Marina, 200
Metros Oeste y 100 mts Norte, Portón
|
|
|
|
|
|
|
|
|
|
Verde, Frente SBC Computadoras, San José,
República de Costa Rica
|
Common Stock, par value
$0.001 per share
|
0
|
0%
|
|
Hilda Rivera
Sabana Oeste, Restaurante Princessa Marina, 200
Metros Oeste y 100 mts Norte, Portón Verde, Frente SBC Computadoras, San
José,
República de Costa Rica
|
Common Stock, par value
$0.001 per share
|
400,000
|
7.2%
|
|
Shawn Phillips
Sabana Oeste, Restaurante Princessa Marina, 200
Metros Oeste y 100 mts Norte, Portón Verde, Frente SBC Computadoras, San
José,
República de Costa Rica
|
Common Stock, par value
$0.001 per share
|
0
|
0%
|
|
All officers and directors
as a group (3 people)
|
|
400,000
|
7.2%
|
|
|
|
|
|
|
Yoenia Proenza Sanfiel
(3)
Sabana Oeste, Restaurante Princessa Marina, 200
Metros Oeste y 100 mts Norte, Portón Verde, Frente SBC Computadoras, San
José,
República de Costa Rica
|
Common Stock, par value
$0.001 per share
|
1,000,000
|
18%
|
(1)
As
used herein, the term beneficial ownership with respect to a security is defined
by Rule 13d-3 under the Securities Exchange Act of 1934 as consisting of sole or
shared voting power (including the power to vote or direct the vote) and/or sole
or shared investment power (including the power to dispose or direct the
disposition of) with respect to the security through any contract, arrangement,
understanding, relationship or otherwise, including a right to acquire such
power(s) during the next 60 days.
(2)
Percentage
based upon 5,545,000 shares of common stock issued and outstanding as of
December 15, 2009.
(3)
Ms.
Yoenia Proenza Sanfiel is the wife of our Director, Shawn Phillips.
Securities
Authorized for Issuance Under Equity Compensation Plans
We have not adopted
any equity compensation plans since our inception.
ITEM
13.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR
INDEPENDENCE
As at September 30,
2009, the Company owed Shawn Phillips, a director and former officer of the
company $42,265. This balance is non-interest bearing and is due on
demand.
Director
Independence
We are
not currently subject to listing requirements of any national securities
exchange or inter-dealer quotation system which has requirements that a majority
of the board of directors be “independent” and, as a result, we are not at this
time required to (and we do not) have our Board of Directors comprised of a
majority of “Independent Directors.”
ITEM
14.
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
Audit
Fees
.
The aggregate fees
billed to us by our principal accountant for services rendered during the fiscal
years ended September 30, 2009 and 2008, are set forth in the table below:
|
|
|
|
|
Fee Category
|
Fiscal year ended
September 30, 2009
|
Fiscal year ended
September 30, 2008
|
|
|
|
|
|
Audit fees (1)
|
$ 6,500
|
$ 6,250
|
|
Audit-related fees (2)
|
0
|
0
|
|
Tax fees (3)
|
0
|
500
|
|
All other fees (4)
|
0
|
0
|
|
Total fees
|
$ 6,500
|
$ 6,750
|
(1)
Audit
fees consist of fees incurred for professional services rendered for the audit
of consolidated financial statements, for reviews of our interim consolidated
financial statements included in our quarterly reports on Form 10-Q and for
services that are normally provided in connection with statutory or regulatory
filings or engagements.
(2)
Audit-related
fees consist of fees billed for professional services that are reasonably
related to the performance of the audit or review of our consolidated financial
statements, but are not reported under “Audit fees.”
(3)
Tax
fees consist of fees billed for professional services relating to tax
compliance, tax planning, and tax advice.
(4)
All
other fees consist of fees billed for all other services.
Audit Committee’s
Pre-Approval Practice
.
We do
not have an audit committee. Our board of directors performs the function
of an audit committee. Section 10A(i) of the Securities Exchange Act of
1934, as amended, prohibits our auditors from performing audit services for us
as well as any services not considered to be audit services unless such services
are pre-approved by our audit committee or, in cases where no such committee
exists, by our board of directors (in lieu of an audit committee) or unless the
services meet certain de minimis standards.
PART
IV
ITEM
15.
EXHIBITS,
FINANCIAL STATEMENT SCHEDULES
The following
exhibits are included as part of this report:
|
|
|
|
|
Exhibit
No.
|
|
Description
|
|
|
|
|
|
3.1
|
|
Articles
of Incorporation of Registrant
(1)
|
|
|
|
|
|
3.2
|
|
By-Laws
of Registrant
(1)
|
|
|
|
|
|
14.1
|
|
Code
of Ethics
(2)
|
|
|
|
|
|
21
|
|
List
of Subsidiaries
(*)
|
|
|
|
|
|
31.1/31.2
|
|
Certification
of Principal Executive and Financial Officer, pursuant to SEC
Rules 13a-14(a) and 15d-14(a), adopted pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
(*)
|
|
|
|
|
|
32.1/32.2
|
|
Certification
of Chief Executive and Financial Officer, pursuant to 18 U.S.C.
Section 1350, adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
(*)
|
(1)
Filed
with the Securities and Exchange Commission on December 8, 2005, as an exhibit,
numbered as indicated above, to the Registrant’s registration statement on the
Registrant’s Registration Statement on Form SB-2 (file no. 333-130197), which
exhibit is incorporated herein by reference.
(2)
Filed
with the Securities and Exchange Commission on December 28, 2006, as an exhibit,
numbered as indicated above, to the Registrant’s Annual Report on Form 10-KSB
for the year ended September 30, 2006, which exhibit is incorporated herein by
reference.
* Filed herewith.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
Date:
January 4, 2010
DELTRON,
INC.
By:
/s/ Randall Fernandez
Name:
Randall
Fernandez
Title:
President
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
|
|
|
|
|
Signature
|
Title
|
Date
|
|
/s/
Randall Fernandez
Randall
Fernandez
|
President
(principal executive officer), Chief Financial Officer (principal
financial officer), Treasurer, and member of the Board of Directors
|
January
4, 2010
|
|
/s/
Hilda Rivera
Hilda
Rivera
|
Secretary
and member of the Board of Directors
|
January
4, 2010
|
|
/s/
Shawn Phillips
Shawn
Phillips
|
Member
of the Board of Directors
|
January
4, 2010
|
PART IV – FINANCIAL INFORMATION
ITEM
15.
FINANCIAL
STATEMENTS
Page
Report
of Independent Registered Public Accounting Firm
F-2
Consolidated
Balance Sheets as of September 30, 2009 and 2008
F-3
Consolidated
Statements of Operations for the years ended September 30, 2009 and 2008 and for
the period from September 14, 2005 (inception) through September 30, 2009
F-4
Consolidated
Statement of Stockholders’ Equity (Deficit) for the period from September 14,
2005 (inception) to September 30, 2009 F-5
Consolidated
Statements of Cash Flows for the years ended September 30, 2009 and 2008 and for
the period from September 14, 2005 (inception) through September 30, 2009
F-6
Notes
to Consolidated Financial
Statements F-7
– F-12
F-1
SEALE
AND BEERS, CPAs
PCAOB
& CPAB REGISTERED AUDITORS
www.sealebeers.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the Board of Directors
Deltron, Inc.
(A Development Stage Company)
We have audited the accompanying consolidated balance sheets of
Deltron, Inc. (A Development Stage Company) as of September 30, 2009 and 2008,
and the related consolidated statements of operations, stockholders’ equity
(deficit) and cash flows for the years ended September 30, 2009, 2008 and since
inception on September 14, 2005 through September 30, 2009. These consolidated
financial statements are the responsibility of the Company’s management.
Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conduct our audits in accordance with standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position of
Deltron, Inc. (A Development Stage Company) as of September 30, 2009 and 2008,
and the related consolidated statements of operations, stockholders’ equity
(deficit) and cash flows for the years ended September 30, 2009, 2008 and since
inception on September 14, 2005 through September 30, 2009, in conformity with
accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going concern. As
discussed in Note 7 to the consolidated financial statements, the Company has
had a working capital deficiency of $32,608, and an accumulated deficit of
$97,851, which raises substantial doubt about its ability to continue as a going
concern. Management’s plans concerning these matters are also described in
Note 7. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/ Seale and Beers, CPAs
Seale and Beers, CPAs
Las Vegas, Nevada
December
30, 2009
50 S. Jones Blvd. Suite 202 Las Vegas, NV 89107 Phone:
(888)727-8251 Fax: (888)782-2351
F-2
Deltron, Inc.
(A Development Stage
Company)
Consolidated Balance Sheets
As of
September 30,
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
2008
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
Cash and cash
equivalents
|
$
|
10,985
|
$
|
23,541
|
|
|
|
Total current assets
|
|
10,985
|
|
23,541
|
|
|
|
|
|
|
|
|
|
Property
Development
(Note 4)
|
|
|
|
|
|
|
Land
|
|
40,657
|
|
40,657
|
|
|
Development costs
|
|
-
|
|
12,514
|
|
|
|
|
|
40,657
|
|
53,171
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
$
|
51,642
|
$
|
76,712
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES
|
|
|
|
|
|
|
Accounts payable and accrued
liabilities
|
$
|
1,328
|
$
|
900
|
|
|
Due to
related party
(Note 5)
|
|
42,265
|
|
42,265
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES
|
|
43,593
|
|
43,165
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS'
EQUITY
|
|
|
|
|
|
Capital
Stock
(Note 3)
|
|
|
|
|
|
|
Authorized:
|
|
|
|
|
|
|
100,000,000 common
shares, $0.001 par value
|
|
|
|
|
|
|
Issued and outstanding:
|
|
|
|
|
|
|
5,545,000 common
shares
|
|
5,545
|
|
5,545
|
|
|
Additional paid-in capital
|
|
100,355
|
|
100,355
|
|
|
Deficit accumulated during the
development stage
|
|
(97,851)
|
|
(72,353)
|
|
Total Stockholders'
Equity
|
|
8,049
|
|
33,547
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY
|
$
|
51,642
|
$
|
76,712
|
- The Accompanying
Notes Are An Integral Part Of These Financial Statements -
F-3
Deltron, Inc.
(A Development Stage
Company)
Consolidated Statements of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative
from
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inception
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(September
14,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005) to
|
|
|
|
|
|
|
|
Year Ended
September 30,
|
|
|
September
30,
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REVENUES
|
|
|
|
|
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Professional fees
|
|
|
|
|
|
|
|
12,984
|
|
|
11,867
|
|
|
73,024
|
|
|
Impairment of development
costs
|
|
|
|
|
|
|
|
12,514
|
|
|
-
|
|
|
12,514
|
|
|
General and
administrative
|
|
|
|
|
|
|
|
-
|
|
|
1,721
|
|
|
12,313
|
|
|
|
Total operating expenses
|
|
|
|
|
|
|
|
25,498
|
|
|
13,588
|
|
|
97,851
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Income
(Expense)
|
|
|
|
|
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss Before Income Taxes
|
|
|
|
|
|
|
|
(25,498)
|
|
|
(13,588)
|
|
|
(97,851)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision
for Income Taxes
(Note
6)
|
|
|
|
|
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss
|
|
|
|
|
|
|
$
|
(25,498)
|
|
$
|
(13,588)
|
|
$
|
(97,851)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PER SHARE DATA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Loss
per
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Share
|
|
|
|
|
|
|
$
|
(0.00)
|
|
$
|
(0.00)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Basic and
Diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Shares
Outstanding
|
|
|
|
|
|
|
|
5,545,000
|
|
|
5,545,000
|
|
|
|
- The Accompanying
Notes Are An Integral Part Of These Financial Statements -
F-4
Deltron, Inc.
(A Development Stage
Company)
Consolidated Statement of Stockholders' Equity (Deficit)
For the Period of Inception (September 14, 2005) to September 30,
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
During the
|
|
|
|
|
|
|
|
Common
Shares
|
|
Paid-in
|
|
Development
|
|
|
|
|
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Stage
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inception - September 14,
2005
|
|
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
Common shares
issued for cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
at
$0.01 per share
|
|
|
500,000
|
|
|
500
|
|
|
4,500
|
|
|
-
|
|
|
5,000
|
|
Loss for the
period
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(5,144)
|
|
|
(5,144)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance - September 30, 2005
|
500,000
|
|
|
500
|
|
|
4,500
|
|
|
(5,144)
|
|
|
(144)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares
issued for cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
at
$0.02 per share
|
|
|
5,045,000
|
|
|
5,045
|
|
|
95,855
|
|
|
-
|
|
|
100,900
|
|
Loss for the
year
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(37,453)
|
|
|
(37,453)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance - September 30, 2006
|
5,545,000
|
|
|
5,545
|
|
|
100,355
|
|
|
(42,597)
|
|
|
63,303
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the
year
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(16,168)
|
|
|
(16,168)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance - September 30, 2007
|
5,545,000
|
|
|
5,545
|
|
|
100,355
|
|
|
(58,765)
|
|
|
47,135
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the
year
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(13,588)
|
|
|
(13,588)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance – September 30,
2008
|
|
5,545,000
|
|
|
5,545
|
|
|
100,355
|
|
|
(72,353)
|
|
|
33,547
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the
year
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(25,498)
|
|
|
(25,498)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance – September 30,
2009
|
|
5,545,000
|
|
$
|
5,545
|
|
$
|
100,355
|
|
$
|
(97,851)
|
|
$
|
8,049
|
- The Accompanying
Notes Are An Integral Part Of These Financial Statements -
Deltron, Inc.
(A Development Stage
Company)
Consolidated Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative
from
|
|
|
|
|
|
|
|
|
|
|
|
Inception
|
|
|
|
|
|
|
|
|
|
|
|
(September
14,
|
|
|
|
|
|
|
|
|
|
|
|
2005) to
|
|
|
|
|
|
|
Year Ended
September 30,
|
|
September
30,
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period
|
|
$
|
(25,498)
|
|
$
|
(13,588)
|
|
$
|
(97,851)
|
|
|
Adjustments to reconcile net
loss to net cash
|
|
|
|
|
|
|
|
|
|
|
|
used in
operations:
|
|
|
|
|
|
|
|
|
|
|
|
Impairment of development
costs
|
|
|
12,514
|
|
|
-
|
|
|
12,514
|
|
|
Changes in Operating Assets
and Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in accounts
payable and
|
|
|
|
|
|
|
|
|
|
|
|
accrued
liabilities
|
|
|
428
|
|
|
(1,687)
|
|
|
1,328
|
|
|
|
Net Cash Used in Operating
Activities
|
|
|
(12,556)
|
|
|
(15,275)
|
|
|
(84,009)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INVESTING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
Development costs
|
|
|
-
|
|
|
-
|
|
|
(12,514)
|
|
|
Property purchased
|
|
|
-
|
|
|
-
|
|
|
(40,657)
|
|
|
|
Net Cash Used in Investing
Activities
|
|
|
-
|
|
|
-
|
|
|
(53,171)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FINANCING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
Advances from (payments to)
related party
|
|
|
-
|
|
|
-
|
|
|
42,265
|
|
|
Common stock issued for
cash
|
|
|
-
|
|
|
-
|
|
|
105,900
|
|
|
|
Net Cash Provided by (used in)
Financing
|
|
|
|
|
|
|
|
|
|
|
|
|
Activities
|
|
|
-
|
|
|
-
|
|
|
148,165
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCREASE (DECREASE) IN CASH
AND CASH
|
|
|
|
|
|
|
|
|
|
|
EQUIVALENTS
|
|
|
(12,556)
|
|
|
(15,275)
|
|
|
10,985
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS AT
BEGINNING
|
|
|
|
|
|
|
|
|
|
|
OF PERIOD
|
|
|
23,541
|
|
|
38,816
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS AT
END OF
|
|
|
|
|
|
|
|
|
|
|
PERIOD
|
|
$
|
10,985
|
|
$
|
23,541
|
|
$
|
10,985
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Cash Flow
Disclosures:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
|
|
Income taxes
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- The Accompanying
Notes Are An Integral Part Of These Financial Statements -
F-6
1.
Organization
and Description of Business
Deltron, Inc. (the “Company”) is a Nevada corporation incorporated
on September 14, 2005. It is based in San Jose, Costa Rica. The
Company incorporated a wholly owned subsidiary, Deltron Holdings Corporation
S.A., in San Jose, Costa Rica on November 17, 2005.
The
Company is a development stage company that intended to engage principally in
the acquisition and development of rental housing properties in the district of
San Isidro de Heredia, Costa Rica. To date, the Company’s activities have
been limited to its formation, the raising of equity capital and the acquisition
and development of property
(Note 4)
.
The
Company recently decided to refocus its business strategy towards identifying
and pursuing options regarding the development of a new business plan and
direction. The Company entered into a Letter of Intent with Blu Vu Deep Oil
& Gas Exploration (Blu Vu). The companies plan to enter into a
definitive agreement under which Deltron will acquire Blu Vu in exchange for
stock of Deltron in the form of a merger.
2.
Significant
Accounting Policies
Basis of Consolidation
These consolidated financial statements presented are those of the
Company and its wholly-owned subsidiary, Deltron Holdings Corporation S.A.
All intercompany balances and transactions have been eliminated.
Basis of Presentation
The accounting
and reporting policies of the Company conform to U.S. generally accepted
accounting principles (US GAAP) applicable to development stage companies.
Use of Estimates
The
preparation of financial statements in conformity with United States generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenues and expenses during the reporting
period. Actual results could differ from those estimates. The
Company’s periodic filings with the Securities and Exchange Commission include,
where applicable, disclosures of estimates, assumptions, uncertainties and
markets that could affect the financial statements and future operations of the
Company.
Cash and Cash Equivalents
Cash and cash equivalents include cash in banks, money market
funds, and certificates of term deposits with maturities of less than three
months from date of purchase, which are readily convertible to known amounts of
cash and which, in the opinion of management, are subject to an insignificant
risk of loss in value. The Company had $10,985 and $23,541 in cash and cash
equivalents at September 30, 2009 and 2008, respectively.
2.
Significant
Accounting Policies
– Continued
Start-Up
Costs
In accordance
with FASC 720-15-20 “
Start-up Activities,
” the Company expenses all costs
incurred in connection with the start-up and organization of the Company.
Risks and Uncertainties
The
Company operates in the real estate development and property rental industry
that is subject to significant risks and uncertainties, including financial,
operational, technological and other risks associated with operating a real
estate development and property rental business, including the potential risk of
business failure.
Earning (Loss) Per Share of Common Stock
The
Company has adopted FASC 260-10-20,
“Earnings per Share,”
(“EPS”) which
requires presentation of basic and diluted EPS on the face of the income
statement for all entities with complex capital structures and requires a
reconciliation of the numerator and denominator of the basic EPS computation to
the numerator and denominator of the diluted EPS computation. In the
accompanying financial statements, basic loss per common share is computed by
dividing net loss by the weighted average number of shares of common stock
outstanding during the period.
The
Company has no potentially dilutive securities, such as options or warrants,
currently issued and outstanding.
Comprehensive Income (Loss)
FASC Topic No. 220,
“Comprehensive Income”,
establishes
standards for reporting and display of comprehensive income and its components
in a full set of general-purpose financial statements. From inception
(September 14, 2005) to September 30, 2009, the Company had no items of other
comprehensive income. Therefore, net loss equals comprehensive loss from
inception (September 14, 2005) to September 30, 2009.
Concentrations of Credit Risk
The
Company’s financial instruments that are exposed to concentrations of credit
risk primarily consist of its cash and cash equivalents and related party
payables. The Company places its cash and cash equivalents with financial
institutions of high credit worthiness. At times, its cash and cash
equivalents with a particular financial institution may exceed any applicable
government insurance limits. The Company’s management plans to assess the
financial strength and credit worthiness of any parties to which it extends
funds, and as such, it believes that any associated credit risk exposures are
limited.
Foreign Currency Translations
The
Company’s functional currency is the Costa Rican Colon. The Company’s reporting
currency is the U.S. dollar. All transactions initiated in Costa Rican
Colones are translated into U.S. dollars in accordance with FASC 830-10-20,
"Foreign Currency Translation" as follows:
i)
Monetary assets and liabilities at the rate of exchange in effect
at the balance sheet date;
ii)
Equity at historical rates; and
iii)
Revenue and expense items at the average rate of exchange
prevailing during the period.
2.
Significant
Accounting Policies
- Continued
Foreign Currency Translations
- Continued
Adjustments arising from such translations are deferred until
realization and are included as a separate component of stockholders’ equity
(deficit) as a component of comprehensive income or (loss). Therefore,
translation adjustments are not included in determining net income (loss) but
reported as other comprehensive income (loss).
For foreign currency transactions, the Company translates these
amounts to the Company’s functional currency at the exchange rate effective on
the invoice date. If the exchange rate changes between the time of
purchase and the time actual payment is made, a foreign exchange transaction
gain or loss results which is included in determining net income (loss) for the
period. No significant realized exchange gains or losses were recorded since
September 14, 2005 (inception) to September 30, 2009
Revenue Recognition
The
Company recognizes revenue from the sale of products and services in accordance
with the Securities and Exchange Commission Staff Accounting Bulletin No. 104
(“SAB 104”),
“Revenue Recognition in Financial Statements.”
Revenue
will consist of rental income and will be recognized only when all of the
following criteria have been met:
i)
Persuasive evidence for an agreement exists;
ii)
Delivery has occurred;
iii)
The
fee is fixed or determinable; and
iv)
Revenue is reasonably assured.
Recent Accounting Pronouncements
In
June 2009 the FASB established the Accounting Standards Codification
("Codification" or "ASC") as the source of authoritative accounting principles
recognized by the FASB to be applied by nongovernmental entities in the
preparation of financial statements in accordance with generally accepted
accounting principles in the United States ("GAAP"). Rules and interpretive
releases of the Securities and Exchange Commission ("SEC") issued under
authority of federal securities laws are also sources of GAAP for SEC
registrants. Existing GAAP was not intended to be changed as a result of the
Codification, and accordingly the change did not impact our financial
statements. The ASC does change the way the guidance is organized and
presented.
Statement of Financial Accounting Standards ("SFAS") SFAS No. 165
(ASC Topic 855),
"Subsequent Events"
, SFAS No. 166 (ASC Topic 810),
"Accounting for Transfers of Financial Assets-an Amendment of FASB Statement
No. 140"
, SFAS No. 167 (ASC Topic 810),
"Amendments to FASB
Interpretation No. 46(R)"
, and SFAS No. 168 (ASC Topic
105),
"The FASB Accounting Standards Codification and the Hierarchy of
Generally Accepted Accounting Principles-a replacement of FASB Statement No.
162"
were recently issued. SFAS No. 165, 166, 167, and 168 have no current
applicability to the Company or their effect on the financial statements would
not have been significant.
2.
Significant
Accounting Policies
– Continued
Recent
Accounting Pronouncements
- Continued
Accounting Standards Update ("ASU") ASU No. 2009-05 (ASC Topic
820), which amends Fair Value Measurements and Disclosures - Overall, ASU No.
2009-13 (ASC Topic 605), Multiple-Deliverable Revenue Arrangements, ASU No.
2009-14 (ASC Topic 985), Certain Revenue Arrangements that include Software
Elements, and various other ASU's No. 2009-2 through ASU No. 2009-15 which
contain technical corrections to existing guidance or affect guidance to
specialized industries or entities were recently issued. These updates have no
current applicability to the Company or their effect on the financial statements
would not have been significant.
3.
Capital Stock
Authorized Stock
The
Company has authorized 100,000,000 common shares with a par value of $0.001 per
share. Each common share entitles the holder to one vote, in person or
proxy, on any matter on which action of the stockholder of the corporation is
sought.
Share Issuances
From inception of the Company (September 14, 2005) to September
30, 2009, the Company has issued 500,000 common shares at $0.01 per share and
5,045,000 common shares at $0.02 per share, resulting in total proceeds of
$105,900 and 5,545,000 common shares issued and outstanding at September 30,
2009 and 2008. Of these shares, 400,000 were issued to a director of the
Company, 400,000 were issued to a former director and officer, 1,000,000 were
issued to the spouse of a director of the Company, and 3,745,000 were issued to
independent investors.
4.
Property Development
On
March 29, 2006, through our wholly-owned subsidiary Deltron Holdings Corporation
S.A., a property was purchased for $40,657. The funds to purchase the property
were loaned to Deltron Holdings Corporation S.A., by a director of the Company.
As at September 30, 2008, the Company had incurred development costs of
$12,514, relating primarily to architecture and construction permit fees.
During the quarter ended September 30, 2009, the Company wrote-off the
development costs, due to management’s plans to pursue other business
ventures.
5.
Related Party Balances and Transactions
As
of September 30, 2009 and 2008, the Company was obligated to a director of the
Company, for a non-interest bearing demand loan with a balance of $42,265.
The Company plans to pay the loan back as cash flows become available.
6.
Provision for Income Taxes
The Company recognizes the tax effects of transactions in the year
in which such transactions enter into the determination of net income,
regardless of when reported for tax purposes. Deferred taxes are provided in the
financial statements under FASC 718-740-20 to give effect to the resulting
temporary differences which may arise from differences in the bases of fixed
assets, depreciation methods, allowances, and start-up costs based on the income
taxes expected to be payable in future years.
Development stage deferred tax assets arising as a result of net
operating loss carryforwards have been offset completely by a valuation
allowance due to the uncertainty of their utilization in future periods.
Operating loss carryforwards generated during the period from September 14, 2005
(date of inception) through September 30, 2009 of approximately $97,851 will
begin to expire in 2025. Accordingly, deferred tax assets of approximately
$33,800 were offset by the valuation allowance that increased by approximately
$8,500 and $4,700 during the year ended September 30, 2009 and 2008,
respectively.
The Company follows the provisions of uncertain tax positions as
addressed in FASC 740-10-65-1. The Company recognized approximately no increase
in the liability for unrecognized tax benefits.
The Company has no tax position at September 30, 2009 for which
the ultimate deductibility is highly certain but for which there is uncertainty
about the timing of such deductibility. The Company recognizes interest accrued
related to unrecognized tax benefits in interest expense and penalties in
operating expenses. No such interest or penalties were recognized during the
periods presented. The Company had no accruals for interest and penalties at
September 30, 2009. The Company’s utilization of any net operating loss carry
forward may be unlikely as a result of its intended development stage
activities.
7.
Going Concern and Liquidity Considerations
The
accompanying audited consolidated financial statements have been prepared
assuming that the Company will continue as a going concern, which contemplates,
among other things, the realization of assets and satisfaction of liabilities in
the normal course of business. As at September 30, 2009, the Company had a
working capital deficiency of $32,608 and an accumulated deficit of $97,851.
The Company intends to fund operations through equity financing
arrangements, which may be insufficient to fund its capital expenditures,
working capital and other cash requirements for the year ending September 30,
2010.
The
ability of the Company to emerge from the development stage is dependent upon,
among other things, obtaining additional financing to continue operations, and
development of its business plan.
In
response to these problems, management intends to raise additional funds through
public or private placement offerings.
These factors, among others, raise substantial doubt about the
Company’s ability to continue as a going concern. The accompanying audited
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
8.
Subsequent Events
On October 22,
2009, the Company entered into a Letter of Intent with Blu Vu Deep Oil & Gas
Exploration (Blu Vu). The companies plan to enter into a definitive
agreement under which Deltron will acquire Blu Vu in exchange for stock of
Deltron in the form of a merger. Additional details will be provided as
negotiations are completed.
The
Company has evaluated subsequent events from the balance sheet date through
December 30, 2009 and determined there are no other items to disclose.
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