UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
May
26, 2010
DELTRON, INC.
(Exact name of registrant as
specified in its charter)
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Nevada
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333-130197
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86-1147933
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(State of Incorporation)
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(Commission File No.)
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(Tax ID No.)
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1377
Markon Drive
Garden Grove, 92841
(Address of principal executive
offices)
Registrant’s
Telephone Number, including area code: (714) 891-1795
(Former
name or former address, if changed since last report)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligations of the registrant under any of the following provisions (see
General Instruction A.2. below).
[ ] Written
Communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR240.13e-4(c)).
S
ECTION
1 – REGISTRANT’S BUSINESS AND OPERATIONS
Item 1.01 Entry
into a Material Definitive Agreement.
On
May 26, 2010, the Company entered into an Asset Purchase Agreement (the
“Agreement”) with Blu Vu Deep Oil & Gas Exploration, Inc., a Nevada
corporation (Blue Vu”). Under the terms of the Agreement, the Company
purchased substantially all of the assets of Blue Vu, consisting of, but not
limited to, all stock of Blu Vu’s subsidiary, Elasco, Inc., certain intellectual
properties, computer programs and software, contracts, claims and accounts
receivables associated with the operation of Blue Vu’s business of developing
underwater deep breathing apparatus. In consideration of the sale of the
assets of Blue Vu, the shareholders of Blue Vu, as listed in the Agreement, will
receive restricted common shares of the Company totaling
123,978,980
. No other consideration will be
exchanged in the transaction.
SECTION 2 –
FINANCIAL INFORMATION
Item 2.01
Completion of Acquisition or Disposition of Assets
On
May 26, 2010, the Agreement, as described in Item 1.01 above, closed.
123,978,980
shares of restricted
common stock were issued to the shareholders designated in the Agreement, and
all assets of Blu Vu were transferred to the Company.
SECTION 5- CORPORATE GOVERNANCE AND MANAGEMENT
Item
5.01 Changes in Control of Registrant
As described in
Item 1.01 above, the Company entered into an Asset Purchase Agreement on May 26,
2010. Under the terms of the Agreement, the Company agreed to purchase all
of the assets of Blu Vu in exchange for
123,978,980
restricted shares of the Company’s
common stock.
Item
5.06 Change in Shell Company Status
Immediately prior to the closing of the Agreement, as described in
Items 1.01 and 2.01 of the Report, the Company was defined as a shell company,
as that term is defined in Rule 12b-2 under the Exchange Act, and is therefore
providing herein information that would be required if the Company were filing a
general form for registration of securities on Form 10 under the Exchange Act.
This information reflects all classes of the Company’s securities subject
to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act
upon consummation of this transaction.
Item
1. Business
BUSINESS
Business Development
Deltron, Inc. (“Deltron”) was incorporated in the State of Nevada
on September 14, 2005. Deltron is a public developmental stage holding
company currently listed on the over-the-counter (OTC) exchange under the symbol
DTRO. It was formed as a land development company that intended to
construct rental housing units in Costa Rica. It decided prior to the end
of the fiscal year ended September 30, 2009, to redirect their business focus
towards identifying and pursuing options regarding the development of a new
business plan and direction.
On October 22, 2009, the Company entered into a Letter of Intent
with Blu Vu Deep Oil & Gas Exploration (“Blu Vu”). As of this filing,
the companies entered into an Asset Purchase Agreement under which Deltron has
acquired all of the assets of Blu Vu, including, but not limited to, all of the
stock of Blu Vu’s subsidiary, Elasco, Inc., in exchange for
123,978,980
shares of restricted common stock of
Deltron.
Blu Vu,
originally formed in June of 2008, is a technology company focused on the
development of deep-sea exploration breathing technology for the oil and gas
industries; as well as for use in fire and rescue, mining, hazardous materials
industries, and recreational diving. Under the technical guidance of
internationally renowned deep-sea diver, Dr. Jeffrey Bozanic, the Company
expects to manufacture and mass market proprietary breathing equipment developed
specifically for the oil & gas, mining, military, and safety industries, as
well as the emerging market of recreational divers. Under the terms of the
Agreement, Deltron acquired all of the assets associated with the operation of
Blu Vu’s business.
Additionally, Deltron intends to seek complementary businesses to
enhance its growth by acquiring companies with historically profitable results,
strong balance sheets, high profit margins, and solid management teams in place.
Under the assumption of finding appropriate target companies, Deltron
expects to fulfill its strategic growth plan with additional acquisitions during
each of the next several years.
On
March 24, 2009, Blu Vu acquired Elasco Inc., an engineered plastics and
polyurethane molding company with a production facility in Southern California.
Elasco is a leader in polyurethane and plastics technologies. Elasco
has been in business since 1979 producing a variety of recreational and
industrial products used in dynamic applications made mainly from polyurethane.
The company also has injection molding capability of reinforced and non
reinforced plastics and produces many parts for its internal use as component
parts in various assemblies. In what is currently a fragmented market,
Elasco and Deltron expect to fill the need for improved, safer and more
efficient breathing technology. This acquisition of Elasco is intended to
allow Deltron to manufacture its proprietary Rebreather technologies, as well as
provide new synergies among future acquired companies that may develop, allowing
for greater cost effectiveness, thus further enhancing each individual company’s
strengths.
The
molded polyurethane products segment that Elasco operates in is an industry that
is extremely fragmented. Most companies operate in niche markets providing
very specific products to their customer base. The majority of these
companies use a lesser amount of automation than Elasco does. They also
have significantly higher raw material costs because they typically purchase
premixed packages through sources that significantly mark up the price of the
base materials. Elasco has a “vertically integrated” production facility
that enables it to purchase raw materials at a significant discount from the
typical price of premixed products. We expect to target companies for
acquisition that have synergies that will benefit from advantages in
productivity and raw material costs that Elasco can provide in order to maximize
the profit potential of those companies.
PRODUCTS
Rebreather Systems
“Normal” scuba is an open circuit system. Combining a
high-pressure cylinder and a demand regulator, a diver inhales gas at ambient
pressure, uses a little of the oxygen in the gas, and then exhales. When
the diver exhales the gas, it bubbles to the surface, carrying as much as 98% of
the original oxygen it contained. The “open circuit” comes from the fact
that the exhaled gas is released on every breath.
The
advantage that a rebreather has over “normal” scuba system is that it
recirculates the gas a diver is breathing, allowing the diver to breath from the
same gas over and over again after removing the carbon dioxide generated by
human metabolism. Rebreathers provide gas to the diver in an optimal mix
for the
depth at which they are diving. The system adds oxygen and
other gases to make up what is consumed. Because the gas is reused,
instead of being “thrown away” with every breath, a diver can remain underwater
far longer on much less gas. In fact, for some dives, rebreathers can be
as much as fifty times more efficient on gas consumption than standard scuba
tanks. This minimizes decompression obligations, or in some cases eliminates it
for shallower working dives. Less decompression time means more working
time, and greater cost efficiency for the project.
A
significant expense item for working divers is the availability and cost of the
breathing gas. At the depths in which oil production is occurring, the bulk of
the gas being breathed by the divers is helium. Since helium is a scarce
commodity (compared to air typically used by divers), it is much more expensive.
Closed circuit rebreathers of the type Deltron intends to sell, allows
divers to minimize gas use, in some cases using less than 0.5% of the gas
consumed during a 3-hour dive using comparable open circuit breathing
technology.
One of
the most significant factors in working at great depths is the breathing
resistance experienced by the diver. Merely inhaling and exhaling literally
exhausts the diver, rendering them incapable of accomplishing any useful work in
some situations. This resistance comes from two factors: the resistance
from the equipment, and the resistance of the divers’ lungs. The
technology being developed by Blu Vu circumvents these issues by providing what
can essentially be thought of as a “power-assisted” breathing function.
Benefits of Blu Vu Rebreather technology
•Maximizes No-Decompression Time
•Extended diving depth capability
•Stealth - No bubbles
•Negligible limits to Air Travel after Diving
•Ship
bottom inspections
•Size
& weight of equipment package reduced
•Helium
cost and consumption minimized
Products - Polyurethane
Elasco
makes products for the recreational roller skate and skateboarding markets.
They are of the high performance type used by dedicated enthusiasts in
those sports. These products are sold to O.E.M. customers, who market and
distribute them through channels specific to their individual retail outlets, as
well as by direct marketing through their internet sales sites. Most are
sold through distribution channels of specialty stores and roller rinks. They
are differentiated from the typical product found in larger retail stores in
that they are not considered a toy category, but rather a sporting good.
Elasco
also produces a variety of industrial products that are used on assemblies and
machinery where a long life cycle is needed. Some typical products are
exercise equipment rollers, bowling pin setter pads and liners, and fire hydrant
seals. Elasco’s polyurethane polymers excel in the gap between rubber and
plastics, but can mimic many rubbers and plastics with specific formulations
that optimize those characteristics. A recent formula developed
exclusively by Elasco uses a natural soy-based resin as an ingredient to make an
elastomer that performs like other hydrocarbon derived polyurethanes. This
reduces related carbon emissions from the manufacturing process for that resin
by 36%. This product is marketed as a green alternative to oil based
products, and is finding favor in the youth market that many of Elasco’s
products service. The versatility of its compounding provides Elasco with
a wide range of performance characteristics outperforming other materials
with:
•Excellent abrasion resistance
•High
tensile and tear strengths
•Flexibility over a wide range of temperatures
•Increased elasticity over the entire hardness range
•High
impact resistance and vibration dampening
•Excellent resistance to oils, greases, and many solvents
•Good
weatherability
•Resistance to fungal and microbial attack
•Ability to bond to metals, other rubbers, plastics, and polymer
compounds
•High
load bearing capabilities
MARKETS
Rebreather Systems
Deltron
has a strategy of growth through targeted industry marketing of proprietary
Rebreather technology solutions that will increase productivity in commercial
diving applications as well as improve the diving experience for the
recreational diver.
Rebreather products of the type Deltron anticipates producing
provide many benefits over conventional open circuit breathing equipment.
Those benefits are even more significant when extended time and greater
depth are desired or required.
Mining
Rebreathers were originally developed in the 1700s as safety
equipment for the mining industry. Mine collapses, underground fires, and
toxic gas accumulations experienced by miners all demanded a supply of safe
breathing gas. However, it is impossible for a miner to carry an adequate
supply in open circuit cylinders, due to the weight and bulk of the equipment.
Rebreathers provide superior performance, as the efficiency of this
equipment far surpasses open circuit options.
Fire
& Rescue
Fire
fighters generally use rebreathers in fires where more than thirty minutes of
air is needed. Existing air tanks last about one half hour, while
rebreathers can last several hours without a substantial weight penalty.
High rises and large building fires require gas supplies with extended
durations for fire fighters.
Hazardous Materials
Rebreathers also play a part in industrial safety applications,
where people work in hazardous environments. Industrial settings, such as
sewage treatment plants and underground work locations, often accumulate toxic
gases. When these environments need to be accessed, either the entire
volume must be ventilated, an expensive and time-consuming job, or workers must
wear self-contained breathing apparatus.
Military & Special Ops
For
decades the military has used rebreathers for a wide range of activities.
Typical operational uses include covert access, defusing explosive munitions,
and specialized under cover operations. An historical example of when
mixed gas CCRs were used for espionage purposes was when divers tapped telephone
cables used by the Soviet Union during the cold war. Locked out of
submarines at depths of up to 400 fsw / 120 msw, divers using rebreathers placed
instrument packages on these cables, allowing United States intelligence units
to gather information gleaned from supposedly secure communication sources.
Deltron equipment will be capable of this type of work, with the same
advantages of increased depth capability and reduced package size.
The
post-9/11 environment has seen the use of rebreathers extend from traditional
military users to other paramilitary groups focused on anti-terrorism and drug
interdiction activities, such as county SWAT teams, Coast Guard, and other
harbor monitoring groups. It is likely in the years ahead that both the
quantity and scope of activities requiring rebreather use by armed forces will
increase.
The
U.S. Navy has been actively seeking to upgrade and replace the rebreathers in
fleet use. While many commercially available units have been tested, none
have met the criteria being sought. The U.S. Navy is considering
replacement of the units used by both their Special Forces teams, like the
SEALs, as well as their Explosive Ordinance Demolition (EOD) units.
Special
Forces teams routinely utilize oxygen CCRs when making covert insertions into
enemy occupied territory. They also use oxygen rebreathers when planting
devices on enemy ship hulls, such as listening or tracking devices, or mines or
other explosives. Oxygen rebreathers are used because they are small,
light and compact. The problem with these devices is that any time spent
below 20 fsw / 6 msw is hazardous, subjecting the user to high risk of seizures
from oxygen toxicity. On the other hand, with a mixed gas rebreather with
similar physical properties, it would significantly increase the safety of some
operations.
Mixed
gas CCRs are often used by military EOD teams to defuse or explode mines.
Rebreathers can be manufactured to have low noise and magnetic signatures,
and also allow divers to spend hours at depths up to 60 fsw / 18 msw with no
decompression penalties, ideal for this type of work. The rebreathers
under development by Blu Vu provide these same capabilities, in a much smaller,
lighter, and more reliable package.
Since
the terrorist attacks on the World Trade Center in New York on September 11,
2001, many agencies sharing responsibility for protecting the country’s harbors,
oil production facilities, and strategic infrastructure such as bridges are now
considering using rebreathers to advance their aims in these endeavors. Some of
the agencies include the United States Coast Guard, county Sheriff dive teams,
county and local Special Weapons and Tactics (SWAT) teams, and other law
enforcement groups.
Deltron
intends to capitalize on the continuing drive to upgrade and modernize the
equipment being used by today’s military and public safety dive teams.
Recreational Diving
Rebreather technology represents one of the fastest growing
segments of the civilian diving market. About two dozen private makers of
rebreather systems and components constitute what is a fragmented market.
Importantly, no single manufacturer is currently capable of mass
commercialization. Deltron expects it will fill the market void.
There
are approximately five million active recreational scuba users globally, and a
quarter of a million newly trained recreational divers added per year. Even if
the growth rate remains flat or moderates, gross sales for new scuba users are
nearly $600 million.
POLYURETHANE MARKETS
High
load-bearing capacity (two to four times that of conventional rubber), long wear
(three to six times that of conventional rubber, cut resistance, low rolling
resistance and non-marking of concrete floors are principal reasons why
urethanes are preferred.
Urethanes are currently used in the manufacture of everything from
skate and roller-coaster wheels to conveyor drive rollers. Weatherability,
shock absorption and abrasion resistance are the principal
reasons, but high load-bearing properties, resilience, non-marking
characteristics, and strong bonding to metal hubs are also important.
Sanitary waste facilities create harsh environments, but urethanes
outperform other elastomers in these guide wheels. The mining separator
screens are another example in which superior abrasion, impact and cut
resistance combine with resilience to provide long service life.
The
high compression forces required to deflect urethanes are used in metal-forming
operations. Forming costs are reduced because the need for matched punches
and dies is eliminated. Urethanes do not scratch metal.
Snowplow blades prevent road damage while resisting abrasion and
providing impact resistance at very low temperatures.
The
castable nature of urethanes permits precision cast locators and fixtures to be
used in automated assembly operations. While holding dimensional
tolerances, urethanes resist wear and impact.
Resistance to wear and flex fatigue under extreme weather
conditions makes urethane tracks reliable in snowmobiles.
Mining
applications such as paddle wheels provide long life in abrasive slurries.
Snowblower manufacturers have used a urethane elastomer auger for
a new lightweight unit. The urethane elastomer provided abrasion
resistance and eliminated the corrosion problems of the steel augers it
replaced.
Many
types of cogs, star wheels, sprockets and gears can employ the high-modulus
urethanes to reduce noise while transmitting power.
Today’s
top-of-the-line bowling balls are cast urethane. They offer a more
consistent level of performance, long life, and less deflection when hitting
pins, which translates into higher scores. Good bowlers find the balls can
be made to “hook” more for higher scores.
Silk-screening applications require durability for the straight
edges, flexibility, and solvent resistance without damaging the screen itself.
The castable nature of urethanes – which do not require high pressure like
typical rubber and plastic – permits quick, low-cost molds and fast response
time in many cases.
Urethanes are currently used in the manufacture of everything from
skate and roller-coaster wheels to conveyor drive rollers. Weatherability,
shock absorption and abrasion resistance are the principal reasons, but high
load-bearing properties, resilience, non-marking characteristics, and strong
bonding to metal hubs are also important.
Employees
As of
the date of this Report on Form 8K, our only employee is our sole officer and
director, Henry Larrucea. As the Company pursues its new business plan as
described herein, additional employees will be added.
Bankruptcy or
Similar Proceedings
The Company has not
been involved in any bankruptcy, receivership or similar proceedings.
Item 2. Financial Information
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, and $123,944 for the period ended March 31,
2010.
The
following table provides selected financial data about our company for the year
ended September 30, 2009 and 2008, and the quarter ended March 31, 2010.
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Balance
Sheet Data
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March 31,
2010
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September
30, 2009
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September
30, 2008
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Cash and cash
equivalents
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$
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-
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$
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10.985
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$
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23,541
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Total assets
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-
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$
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51,642
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$
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76,712
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Total
liabilities
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8,044
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$
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43,593
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$
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43,165
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Shareholders’
equity (deficit)
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(8,044)
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$
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8,049
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$
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33,547
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Net cash provided by financing activities since inception through
March 31, 2010, was $10,500, consisting of funds advanced from a related
party.
Liquidity and
Capital Resources
Our cash and cash equivalents balance as of March 31, 2010, and
September 30, 2009, were $0 and $10,985, respectively.
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
Since
inception, we received $42,265, in loans from Mr. Phillips, a former director
and officer of the company. This amount owed to Mr. Phillips was cancelled
in exchange for transferring our Costa Rican Subsidiary to him, Deltron Holdings
Corporation SA, on February 19, 2010.
On
March 17, 2010, we received $10,000, in an unsecured convertible promissory note
bearing interest of 5% from a stockholder. The note is due on September 1,
2010, and is automatically convertible on September 17, 2010, in lieu of payment
of the indebtedness, for a number of shares of our common stock
equal to the indebtedness at the amount of 30% of the bid price on
an average of the closing of the previous three days of trading.
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.
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 and loans
from a director. We must raise cash to stay in business.
We were
a development stage company that had 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.
We
previously did not engage in any product research and development, but expect to
do so in the foreseeable future. We expect to add employees as our
business develops.
Item 3.
Properties
Deltron’s principal place of business and corporate offices is
located at 11377 Markon Drive, Garden Grove, CA 92841. 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.
Item
4. Security Ownership of Certain Beneficial Owners and Management
The
following table sets forth information with respect to the beneficial ownership
of our common stock known by us as of the date of closing of the Asset Purchase
Agreement:
·
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 May 26, 2010. 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.
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Name and Address
of Beneficial Owner
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Title of Class (1)
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Shares of
Common Stock Beneficially Owned
(1)
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Percentage
Ownership
(2)
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Acadia LLC
131 E. Oakland Drive
Saint Rose, LA 7008
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Common
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45,000,000
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6.63%
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Amber Sunset Ventures, LLC
172 E. Bullion
Marysvale, UT 84750
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Common
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45,000,000
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6.63%
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Bayou Business
4041 Williams Blvd. Ste A9 #192
Kenner, LA 70065
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Common
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50,000,000
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7.37%
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Capital Formula
PO Box 3923
Carson City, NV 89072
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Common
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45,000,000
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6.63%
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Star IR, Inc.
1802 N Carson St. 240E
Carson City, NV 89702
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Common
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35,000,000
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5.16%
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Henry Larrucca, President, CEO, CFO, Treasurer,
Director
56-141 Maika Way
Kaleiwa, HI 96712
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Common
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82,021,000
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12.09%
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All officers and directors
as a group (1 person)
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82,021,000
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12.09%
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(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 678,478,980 shares of common stock issued
and outstanding as of May 17, 2010.
Securities
Authorized for Issuance Under Equity Compensation Plans
We have not adopted
any equity compensation plans since our inception.
Item
5. Directors and Executive Officers
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 May 17, 2010, with respect
to our directors and executive officers.
Henry Larrucea Deltron CEO/President, Blu Vu CEO/President,
Elasco CEO
Henry
Larrucea, currently C.E.O. of Deltron, was one of the original founders of the
Elasco in 1979 and had been its sole shareholder from 2001 thru 2008. Mr.
Larrucea brings over three decades of continuous leadership, management and
executive experience in high volume manufacturing environments for consumer
recreational markets to Deltron. He is responsible for overall management
oversight and strategic long term planning. Mr. Larrucea’s corporate
responsibilities include business development, marketing, and acquisition
prospect development and management.
He also
has expertise in all aspects of product development. Mr. Larrucea is directly
involved in new product design and development including concept validation,
engineering review and tooling design. He also has extensive experience in
production process implementation and maintenance. He has two patents in his
name for roller skate and skateboard related inventions. His experience in
polyurethane chemistry over 30 years with the company has enabled Elasco to
produce many unique polymers for use in such diverse industries as roller skate
and skateboard wheels, exercise equipment, bowling pin setter equipment and fire
hydrant seals.
Item 6. 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 $100,000.
Summary Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name and Principal Position
|
|
Year
|
|
Salary
($)
|
|
Bonus ($)
|
|
Stock Awards ($)
|
|
Option Awards ($)
|
|
Non-
Equity Incentive
Plan Compen-sation ($)
|
|
Non-
qualified
Deferred
Compen-sation
Earnings ($)
|
|
All
Other
Compen-sation ($)
|
|
Total ($)
|
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
(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 7. Certain Relationships and Related Transactions,
and Director Independence
As at September 30, 2009, the Company owed Shawn Phillips, a
former director and former officer of the company $42,265. The Company
transferred ownership of its wholly-owned subsidiary, Deltron Holdings
Corporation S.A., to Shawn Phillips, including all assets, title, interest and
liabilities of the subsidiary, in exchange for the waiver of any claim to the
amount owed by Mr. Phillips.
Item 8. Legal Proceedings
The Company’s subsidiary, Elasco, Inc., is party to a lawsuit
brought against it by a former employee of Elasco, Inc. The former
employee alleges harassment and serious and willful misconduct. The
Company is denying all allegations and is vigorously defending against these
claims.
Item
9. Market Price of and Dividends on the Registrant’s Common Equity and
Related Stockholder Matters
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 May 17, 2010,
we had 52 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.
Item 10.
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
11. Description of Registrant’s Securities
Common
Stock
Our authorized capital stock consists of 10,000,000,000 shares of
common stock, par value $.001 per share. The holders of our common stock (i)
have equal ratable rights to dividends from funds legally available therefore,
when, as and if declared by our Board of Directors; (ii) are entitled to share
in all of our assets available for distribution to holders of common stock upon
liquidation, dissolution or winding up of our affairs; (iii) do not have
preemptive, subscription or conversion rights and there are no redemption or
sinking fund provisions or rights; and (iv) are entitled to one non-cumulative
vote per share on all matters on which stockholders may vote.
Non-cumulative
Voting
Holders of shares of our common stock do not have cumulative
voting rights, which means that the holders of more than 50% of the outstanding
shares, voting for the election of directors, can elect all of the directors to
be elected, if they so choose, and, in such event, the holders of the remaining
shares will not be able to elect any of our directors. After this offering is
completed, the present stockholders will own 20% of our outstanding shares and
the purchasers in this offering will own 80%.
Preferred Shares
The
Company has authorized 10,000,000 preferred shares authorized, with no preferred
shares issued. The Board of Directors has the authority to issue shares of
preferred stock without shareholder approval. Rights of the Preferred
shares have been set as follows:
(1) The
Preferred Shares shall be issued from time to time in one or more series, with
such distinctive serial designations as shall be stated and expressed in the
resolution or resolutions providing for the issue of such shares from time to
time adopted by Board of Directors; and in such resolution or resolutions
providing for the issue of shares of each particular series, the Board of
Directors is expressly authorized to fix the annual rate or rates of dividends
for the particular series; the dividend payment dates for the particular series
and the date from which dividends on all shares of such series issued prior to
the record date for the first dividend payment date shall be cumulative; the
redemption price or prices for the particular series; the voting powers for the
particular series, the rights, if any, of holders of the shares of the
particular series to convert the same into shares of any other series or class
or other securities of the corporation, with any provisions for the subsequent
adjustment of such conversion rights; and to classify or reclassify any unissued
preferred shares by fixing or altering from time to time any of the foregoing
rights, privileges and qualifications.
(2) All
the Preferred shares of any one series shall be identical with each other in all
respects, except that shares of any one series issued at different times may
differ as to the dates from which dividends thereon shall be cumulative.
No
holder of any of the shares of any class of the Corporation shall be entitled as
of right to subscribe for, purchase, or otherwise acquire any shares of any
class of the Corporation which the Corporation proposes to issue, or any
rights or options which the Corporation proposes to grant for the purchase of
shares of any class of the Corporation or for the purchase of any shares, bonds,
securities, or obligations of the Corporations which are convertible into or
exchangeable for, or which carry any rights, to subscribe for, purchase, or
otherwise acquire shares of any class of the Corporation; and any and all of
such shares, bonds, securities, or obligations of the Corporation, whether now
or hereafter authorized or created may be issued, or may be reissued or
transferred if the same have been reacquired and have treasury status, and any
and all of such rights and options may be granted by the Board of Directors to
such persons, firms corporations, and associations, and for such lawful
consideration, and on such terms, as the Board of Directors in its discretion
may determine, without first offering the same, or any thereof, to any said
holder.
The
capital stock of this corporation shall be nonassessable and shall not be
subject to assessment to pay the debts of the corporation. Shares are issued
without cumulative voting rights and without any preemptive rights.
Cash
Dividends
As of the date of this prospectus, we have not paid any cash
dividends to stockholders. The declaration of any future cash dividend will be
at the discretion of our Board of Directors and
will depend upon our earnings, if any, our capital requirements
and financial position, our general economic conditions, and other pertinent
conditions. It is our present intention not to pay any cash dividends in the
foreseeable future, but rather to reinvest earnings, if any, in our business
operations.
Item
12. Indemnification of Directors and Officers
Pursuant to the Articles of Incorporation and By-Laws of the
corporation, we may indemnify an officer or director who is made a party to any
proceeding, including a lawsuit, because of his position, if he acted in good
faith and in a manner he reasonably believed to be in our best interest. In
certain cases, we may advance expenses incurred in defending any such
proceeding. To the extent that the officer or director is successful on the
merits in any such proceeding as to which such person is to be indemnified, we
must indemnify him against all expenses incurred, including attorney's fees.
With respect to a derivative action, indemnity may be made only for expenses
actually and reasonably incurred in defending the proceeding, and if the officer
or director is judged liable, only by a court order. The indemnification is
intended to be to the fullest extent permitted by the laws of the State of
Nevada.
Item
13. Financial Statements and Supplementary Data
Audited
financial statements of Blu Vu, Inc. are included beginning immediately
following the signature page to this report. See Item 15 for a list of the
financial statements included herein.
Item
14. 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
15. Financial Statements and Exhibits
Exhibits:
10.1
Asset
Purchase Agreement
Financial
Statements:
Included
herewith are the audited financial statements of Blu Vu, Inc. as of December 31,
2009.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
/s/
Henry Larrucea
Henry
Larrucea, President
Blu Vu Deep Oil & Gas Exploration, Inc.
Notes to Financial Statements
NOTE
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICES
Business
Description
Blu
Vu Deep Oil & Gas Exploration, Inc. was incorporated in 2008 under the law
of Nevada. Blu Vu is a technology company engaged in manufacture and mass-market
proprietary breathing equipment developed specifically for the oil and gas,
mining and safety industries, military and recreational divers. Production and
manufacture of the equipment (primarily Closed-Circuit Rebreathers “CCRs” and
components used for all types of rebreathers) is been done by Blu Vu’s
fully-owned subsidiaries, while Blu Vu provides financial, operational and
technical expertise.
On
March 24, 2009 the company acquired all of the outstanding stock of a privately
held corporation, Elasco, Inc. for a promissory note payable of $540,000.
Elasco was incorporated on October 25, 1979 in the state of Calfornia.
Its principal business is the manufacturer and sales of open cast molded
polyurethane elastomer products such as skateboard, roller skate, and industrial
wheels.
The
acquisition of Elasco by Blu Vu has been accounted for as a reverse
capitalization . The reverse capitalization was the acquisition of a
private operating company into a non-operating shell corporation with nominal
net assets and is treated as a capital transaction, rather than a business
combination. As a result no goodwill is recorded. In this situation
Blu Vu is the legal acquirer because it acquired all of the equity interest of
Elasco and Elasco is the legal acquiree because its equity interests were
acquired. However, Elasco is the acquirer and Blu Vu Deep is the acquiree
for accounting purposes. The pre-acquisition financial statements of
Elasco are treated as the historical financial statements of the consolidated
companies.
Principles
of consolidations
The
accounting consolidated financial statements are presented in accordance with
U.S generally accepted accounting principles. The consolidated financial
statements include the accounts of the Company and its wholly-owned subsidiaries
after elimination of all significant intercompany transactions and balances. The
financial statements reflect necessary adjustments, all of which were of a
recurring mature and are in the opinion of management necessary for a fair
presentation.
Cash
and cash equivalents
For
purposes of reporting cash flows, the company considers all short term debt
securities purchases with a maturity of three months or less to be cash
equivalents.
Inventory
Inventory
consist of raw material, work in progress, and finished goods. It is
stated at the lower of cost or market on a first in, first out (FIFO) basis.
Property
and Equipment and depreciation policy
Property
and equipment are recorded at cost, less accumulated depreciation. Cost of
repairs and maintenance are expensed as they are incurred. Major repairs that
extend the useful life of equipment are capitalized and depreciated over the
remaining estimated useful life. When property and equipment are sold or
otherwise disposed, the related cost and accumulated depreciation are removed
from the respective accounts and the gains or losses realized on the disposition
are reflected in operations. The Company uses the straight - line method in
computing depreciation for financial reporting purposes.
Long
– lived assets and intangible assets
The
Company accounts for intangible assets in accordance with the provisions of SFAS
No. 142, “Accounting for Goodwill and Other Intangible Assets”. Intangible
assets that have defined lives are subject to amortization over the useful life
of the assets. Intangible assets held having no contractual factors or other
factors limiting the useful life of the asset are not subject to amortization
bur are reviewed at least annually for impairment or when indicators suggest
that impairment be needed. Intangible assets are subject to impairment
review at least annually or when there is an indication that an asset has been
impaired. The company is in the process of patented its technology. As of
December 31, 2009 the Company has the funding and the human resources necessary
to patent its technology.
Income
taxes
The
Company uses the assets and liability method of accounting for income taxes
pursuant to SFAS No. 109 “Accounting for Income Taxes”. Under the assets and
liability method of SFAS No. 109, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to temporary differences
between the financial statements carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled.
In
June 2006, the FASB issued FASB Interpretation No. 48, “ Accounting for
Uncertainty in Income Taxes.” Specifically, the pronouncement prescribes a
recognition threshold and a measurement attribute for the financial statement
recognition and measurement of a tax position taken or expected to be taken in a
tax return. The interpretation also provides guidance on the related
derecognition, classification, interest and penalties, accounting for interim
periods, disclosure and transition of uncertain tax positions. The company
adopted this interpretation effective January 1, 2007. The adoption of FIN 48
did not have a material impact on the Company’s financial position, results of
operations or cash flows.
Revenue
recognition
The
company recognizes revenues through its consolidated fully owed subsidiary.
Revenues are recognized on an accrual basis as it invoices for product.
The company recognizes revenue after the product has been delivered.
Use
of estimates
The
Company’s Consolidated Financial Statements have been prepared in accordance
with accounting principles generally accepted in the United States of America.
The preparation of the Company’s Consolidated Financial Statements requires the
Company to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the related disclosure of contingent assets and
liabilities at the date of the Consolidated Financial Statements and the
reported amounts of revenues and expenses during the reporting period. The
Company bases its estimates on historical experience and on various other
assumptions that are believed to be reasonable under the circumstances.
Accordingly, actual results may differ significantly from these estimates under
different assumptions or conditions.
Advertising
costs
Advertising
costs are charged to operations when incurred.
Variable
interest entities
The
only potential variable interest entity with which the company is associated is
the lessor of the manufacturing plans where Elasco, Inc. operates The
company has reviewed the requirements of FIN46R and has determined that the
related entity is not a VIE and therefore is not required to consolidate the
lessor’s financial statements.
Basic
and Diluted Per Common Share
Under
Statement of Financial Accounting Standards (“SFAS”) No.
128
“Earning Per Share” basic earnings per common share is computed by
dividing income available to common stockholders by the weight average number of
common shares assumed to be outstanding during the period of computation.
Diluted earning per share is computed similar to basic earnings per share except
that the denominator is increased to include the number of additional common
shares that would have been outstanding if the potential common shares had been
issued if the additional shares were dilutive.
Significant
Recent Accounting Pronouncements
In
May 2009, the Financial Accounting Standards Board ("FASB") issued Accounting
Standards Codification Topic No. 855, Subsequent Events. This guidance
establishes general standards of accounting for and, disclosure of, events that
occur after the balance sheet date but before financial statements are issued or
are available to be issued. It sets forth (i) the period after the balance sheet
date during which management of a reporting entity should evaluate events or
transactions that may occur for potential recognition or disclosure in the
financial statements, (ii) the circumstances under which an entity
should
recognize events or transactions occurring after the balance sheet date in its
financial statements and (iii) the disclosures that an entity should make about
events or transactions that occurred after the balance sheet date. The guidance
is effective for interim or annual financial periods ending after June 15, 2009
and was adopted with no material effect on the Company's statement of financial
condition or results of operations.
In
June 2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles a
replacement of FASB Statement No. 162" (“SFAS 168"). Under SFAS 168,
the FASB Accounting Standards Codification (Codification) will become the sole
source of authoritative U.S. GAAP to be applied by non-governmental
entities. SFAS 168 is effective for the financial statements issued
for interim and annual periods ending after September 15, 2009. The
adoption will have no material impact on the Company’s financial statements but
will require that interim and annual filings include references to the
Codification.
In
June 2009, the FASB issued Accounting Standards Codification Topic No. 105-10,
The FASB Accounting Standards Codification and the Hierarchy of Generally
Accepted Accounting Principles ("ASC 105-10"). This guidance establishes the
FASB Accounting Standards Codification (the "Codification") as the source of
authoritative accounting principles recognized by the FASB to be applied
by nongovernmental entities in the preparation of financial statements in
conformity with U.S. GAAP. Rules and interpretive releases of the SEC
under authority of federal securities laws are also sources of
authoritative U.S. GAAP for SEC registrants. All guidance contained in the
Codification carries an equal level of authority. The Codification superseded
all existing non-SEC accounting and
reporting
standards. All other non-grandfathered, non-SEC accounting literature not
included in the Codification is non-authoritative. The FASB will not issue new
standards in the form of Statements, FASB Staff Positions or Emerging Issues
Task Force Abstracts. Instead, it will issue Accounting Standards Updates
("ASUs"). The FASB will not consider ASUs as authoritative in their own right.
ASUs will serve only to update the Codification, provide background information
about the guidance and provide the basis for conclusions on the change(s) in the
Codification. References made to FASB guidance throughout this document have
been updated for the Codification.
In
October 2009, the FASB issued Accounting Standards Codification Topic No. 605,
Multiple-Deliverable Revenue Arrangements. This guidance establishes a selling
price hierarchy for determining the selling price of a deliverable and expands
the disclosures required for multiple-deliverable revenue arrangements. This
guidance is effective for revenue arrangements that are entered into or are
materially modified in fiscal years beginning on or after June 15, 2010, with
early adoption permitted. The adoption will have no material impact on the
Company’s financial statements.
NOTE
2 – GOING CONCERN
The
financial statements have been prepared in accordance with generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and the satisfaction of liabilities and commitments in the
normal course of business. However, the Company has a net deficit in retained
earnings of $2,718,001. The company is able to pay its obligations to
vendors from fund raised from shareholders. The Company intends on financing its
future development activities from the same sources, until such time that funds
provided by operations are sufficient to fund working capital requirements.
NOTE
3 – INVENTORY
Inventory
consisted of the following at December 31, 2009 and 2008.
2009
2008
Raw
material
$219,372
$520,281
Work
in process
101,996
18,915
Finished
goods
8,418
49,496
320,786
268,692
Less
allowance for obsolete inventory
(9,000
)
(9,000
)
$320,786
$259,692
NOTE
4 - PROPERTY AND EQUIPMENT
Property
and equipment consisted of the following at December 31, 2009 and 2008.
2009
2008
Machinery
& equipment
$237,377
$237,377
Tooling
139,138
139,138
Computer
equipment
94,383
94,383
Leasehold
improvements
38,720
38,720
Furniture,
fixtures and office equipment
17,033
17,033
526,651
526,651
Less
accumulated depreciation
476,810
470,810
$
49,841
$
55,841
NOTE
5 – LINE OF CREDIT
The
Company has entered into a line of credit agreement with a bank. The
maximum borrowing is $125,000. Interest is calculated at prime plus 1.5%
(with an interest rate floor of 6.5%) and is paid monthly. The agreement
expires June 1, 2010 at which time the entire principal balance is due.
The line of credit is personally guaranteed by the Trust of the former
owner of Elasco. The balance at December 31, 2009 is $125,000 at 6.5%.
NOTE
6 – NOTES PAYABLE – RELATED PARTY
Concurrent
with the sale of Elasco the previous owner agreed to exchange his outstanding
demand note, with an outstanding balance of $856,750, for a 10 year note at 5%
for $600,000. The difference of $256,750 was recorded as a gain in Other
Income. Total interest paid or accrued for the shareholder in 2009 was
$34,751 and the balance of the note as of December 31, 2009 was $563,862.
The
same party received a promissory note for the stock of Elasco for $540,000.
The note is due in monthly payments of $10,000 and bears interest at
4.23%. The note is secured by the stock of Elasco.
Current
maturities of the notes payable for each of the five years ending December 31
are as follows: 2010 $151,077; 2011 $ 207,637; 2012 $217,401; 2013
$247,383; 2014 $119,894.
.
NOTE
7 – CONCENTRATION OF CREDIT RISK
A
material part of the Company’s account receivables is outstanding with five
customers. The amount owed by these customers at December 31, 2009, was
$172,433. This represents approximately 67% of the Company’s receivables.
Sales to these five customers represented 74% of total sales. The
amount owed by these customers at December 31, 2008, was $298,709. This
represents approximately 69% of the Company’s receivables. Sales to these
five customers represented 51% of total sales.
NOTE
8 – OPERATING LEASE COMMITMENTS – RELATED PARTIES
The
Company leases a manufacturing and office facility from a related partnership as
an operating lease which expires in 2015. This lease currently requires
monthly payments of $5,533 plus related insurance and maintenance and can be
raised at the discretion of the Company’s shareholder. Rental expense
under this lease for the years ended December 31, 2009 was $70,633 all of which
was paid to a related party.
Future
rental payments required under this operating lease are as follows:
Year
Ended
December
31,
2010
$
66,396
2011
66,396
2012
66,396
2013
66,396
2014
66,396
2015
66,396
The
Company currently contracts with Kaleidoscope Real Estate, Inc, a consulting
corporation. Kaleidoscope provides consultation on funding target acquisitions,
assistance with due diligence process and with capital structure and capital
resources such as accredited investors, private equity participants, micro cap
equity funds, broker/dealers and institutional investor relationships. It also
provides guidance in finding available alternative to maximize shareholder
value, development of potential strategic alliances, mergers and acquisitions
and periodic preparation and distribution of research reports and other
information to the broker/dealer and investment banking community. In 2009 the
Company paid Kaleidoscope Real Estate $25,000 in consulting fees.
NOTE
9 – STOCK HOLDER EQUITY
The
company has an agreement with Transfer Online, Inc. to represent the company as
a corporate stock transfer and as a registered agent. In October 2008 the
company initially authorized 100,000,000 shares at a $0.0001 par value. By
December 31, 2008 the company issued 38,790,750 common stock to 22 shareholders.
The Company raises capital through a Regulation S offering. During 2009
the Company raised $570,200.
NOTE
10 – INCOME TAXES
The Company recognizes deferred income tax liabilities and assets
for the expected future tax consequences of events that have been recognized in
the financial statements or tax returns. Under this method, deferred tax
liabilities and assets are determined based on the differences between the
financial statement carrying amounts and the tax basis of assets and liabilities
using enacted tax rates in effect in the years in which the differences are
expected to reverse.
The Company incurred no income taxes for the periods ended
December 31, 2009 and 2008 except for $800 each year for state franchise taxes.
The expected income tax benefit for the period ended December 31, 2009 and
2008 is approximately $170,000 and $120,000, respectively. The difference
between the expected income tax benefit and non-recognition of an income tax
benefit in each period is the result of a valuation allowance applied to
deferred tax assets.
NOTE
11 – SUBSEQUENT EVENT
Pursuant
to a Letter of Intent dated October 8, 2009, Deltron, Inc. a Nevada corporation
seeks to acquire all the issued and outstanding stock of Blu Vu. The
parties intend to structure the transaction as a merger with Blu Vu merging with
and into a newly formed, wholly owned subsidiary of Deltron. Deltron will
issue approximately 37,888,889 shares of its common stock to Blu Vu stockholders