CannAwake Corp - FORM 10-Q - November 19, 2012

Attached files

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EXCEL - IDEA: XBRL DOCUMENT - CannAwake Corp	Financial_Report.xls
EX-31 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002, FILED HEREWITH. - CannAwake Corp	f10q0912ex31_deltamutual.htm
EX-32 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002, FILED HEREWITH. - CannAwake Corp	f10q0912ex32_deltamutual.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________

Form 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2012

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to _______________

Commission file number 000-30563

DELTA MUTUAL, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delawre		14-1818394
(State or Other Jurisdiction of		(I.R.S. Employer Identification No.)
Incorporation or Organization)

15100 North 78th Place, Suite 200, Scottsdale, AZ		85260
(Address of principal executive offices)		(Zip Code)

__________________(480) 483-0420_______________

(Registrant's Telephone Number, Including Area Code)

_____________________________________________

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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. x Yes o No

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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. (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 o No x

The number of shares outstanding of the issuer's common stock, $0.0001 par value per share, was 32,010,826 as of November 19, 2012.

DELTA MUTUAL, INC.

INDEX

	Page

Part I. Financial Information	1

Item 1. Financial Statements.	1

Consolidated Balance Sheets as of September 30, 2012 (unaudited) and December 31, 2011 (unaudited)	2

Consolidated Statements of Operations for the nine and three months Ended September 30, 2012 and 2011 (unaudited)	3

Consolidated Statements of Cash Flows for the nine months Ended September 30, 2012 and 2011 (unaudited)	4-5

Notes to Unaudited Consolidated Financial Statements	6-14

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	15

Item 3. Quantitative and Qualitative Disclosures About Market Risk.	20

Item 4.Controls and Procedures.	21

Part II. Other Information	22

Item 6. Exhibits.	22

Signatures	23

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Certain information and footnote disclosures required under accounting principles generally accepted in the United States of America have been condensed or omitted from the following consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission. It is suggested that the following consolidated financial statements be read in conjunction with the year-end consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.

The results of operations for the nine and three months ended September 30, 2012 and 2011 are not necessarily indicative of the results for the entire fiscal year or for any other period.

DELTA MUTUAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	September 30,			December 31,
	2012			2011
ASSETS

Current Assets:
Cash	$	2,190,202		$	211,303
Receivable from sale of bidding rights and oil and gas properties		4,000,042			-
Advances and other receivables		2,591			7,155
Total current assets		6,192,835			218,458

Investment in mineral properties		187,061			171,871
Investments in unproved oil and gas properties		1,431,363			2,115,280
Investment in oil refinery		149,400			-
Property and equipment		78,149			47,151
Other assets		6,368			7,060

TOTAL ASSETS	$	8,045,175		$	2,559,820

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Accounts payable	$	118,537		$	107,372
Accrued expenses		340,745			364,109
Notes payable		849,625			1,043,365
Income taxes payable		301,833			-
Total current liabilities		1,610,740			1,514,846

Commitments and Contingencies

Stockholders' Equity:
Preferred stock $0.0001 par value-authorized 10,000,000 shares; no shares issued and outstanding at September 30, 2012 and December 31, 2011, respectively		-			-
Common stock $0.0001 par value - authorized 250,000,000 shares; 32,010,826 and 31,507,026 shares issued and outstanding at September 30, 2012 and December 31, 2011, respectively		3,201			3,151
Additional paid-in capital		6,846,370			6,550,576
Retained earnings (deficit)		319,964			(5,354,385	)
Accumulated other comprehensive loss		(735,101	)		(154,367	)
Total stockholders' equity		6,434,435			1,044,974

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	8,045,175		$	2,559,820

The accompanying notes are an integral part of the unaudited consolidated financial statements

DELTA MUTUAL INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)

	Three months ending September 30,						Nine months ending September 30,
	2012			2011			2012			2011

Sales	$	-		$	-		$	1,789		$	-
Costs and Expenses:
General, and administrative		169,701			161,438			881,809			452,091
		169,701			161,438			881,809			452,091
Loss from operations		(169,701	)		(161,438	)		(880,020	)		(452,091	)

Other Income (Expense):
Foreign exchange gain		222,122			924			443,715			4,360
Interest expense		(12,598	)		(11,010	)		(37,513	)		(33,030	)
Reversal of contested severance		-			-			-			65,786.00
Gain on sale of bidding rights		-			-			6,500,000			-
Net other income (expense)		209,524			(10,086	)		6,906,202			37,116
Income (loss) before income taxes		39,824			(171,524	)		6,026,182			(414,975	)

Provision (benefit) for income taxes		2,525			-			351,833			-

Net earnings (loss)	$	37,299		$	(171,524	)	$	5,674,350		$	(414,975	)

Net earnings (loss) per common share:
Basic	$	0.00		$	(0.01	)	$	0.18		$	(0.01	)
Diluted	$	0.00		$	(0.01	)	$	0.17		$	(0.01	)

Weighted average common shares - Basic		32,010,826			30,843,009			31,875,534			29,995,097
Weighted average common shares - Diluted		32,873,172			30,843,009			32,732,103			29,995,097

The accompanying notes are an integral part of the unaudited consolidated financial statements

DELTA MUTUAL INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine months ending September 30,
	2012			2011

Cash flows from Operating Activities:
Net earnings (loss)	$	5,674,350		$	(414,975	)
Adjustments to reconcile net earnings (loss) to net cash used in operating activities:
Gain on sale of bidding rights		(6,500,000	)		-
Loss on settlement of note payable		9,133			-
Issuance of common stock for services		7,260			3,080
Issuance of warrants to purchase common stock for services		40,748			-
Changes in operating assets and liabilities		302,251			(73,153	)
Net cash used in operating activities		(466,259	)		(485,048	)
Cash flows from investing activities:
Oil and gas properties exploration and development costs		(640,032	)		(176,344	)
Investment in oil refinery		(159,556	)		-
Purchases of furniture and equipment		(36,512	)		(42,972	)
Proceeds from sales of oil and gas properties and bidding rights		3,499,958			-
Investment in mineral properties		(6,820	)		(79,491	)
Net cash provided by (used in) investing activities		2,657,038			(298,807	)

Cash flows from financing activities:
Proceeds from sales of common stock		-			629,988
Net cash provided by financing activities		-			629,988
Effect of Exchange Rates on Cash		(211,881	)		31,299
Net increase in cash		1,978,899			(122,568	)
Cash - Beginning of period		211,303			209,004
Cash - End of period	$	2,190,202		$	86,437

Changes in operating assets and liabilities consists of:
(Increase) decrease in advances and other receivables	$	1,789		$	-
Increase (decrease) in accounts payable and accrued expenses		(1,370	)		(73,153	)
Increase (decrease) in income taxes payable		301,832			-
Changes in assets and liabilities	$	302,251		$	(73,153	)

Supplemental disclosure of cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

Supplementary information:
Non cash financing and investing activities:
Issuance of common stock for mineral property	$	-		$	16,000
Issuance of warrants for mineral property	$	24,092		$	-
Issuance of common stock for unproved oil and gas properties	$	-		$	50,000
Issuance of warrants for unproved oil and gas properties	$	9,995		$	-
Issuance of common stock for services	$	7,260		$	3,080
Issuance of common stock for debt	$	213,750		$	-

The accompanying notes are an integral part of the unaudited consolidated financial statements.

DELTA MUTUAL INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

	Three months ending September 30,						Nine months ending September 30,
	2012			2011			2012			2011

Net earnings (loss)	$	37,299		$	(171,524	)	$	5,674,350		$	(414,975	)
Other comprehensive income (loss):
Foreign currency translation adjustment		(277,127	)		(33,506	)		(580,734	)		(96,476	)
Net change in other comprehensive income (loss)		(277,127	)		(33,506	)		(580,734	)		(96,476	)
Comprehensive income (loss)	$	(239,827	)	$	(205,030	)	$	5,093,616		$	(511,451	)

The accompanying notes are an integral part of the unaudited consolidated financial statements

DELTA MUTUAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

As of and for the Nine Months Ended September 30, 2012 and 2011

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

Delta Mutual, Inc. ("Delta" or "the Company") was incorporated in Delaware on November 17, 1999. Effective March 4, 2008, Delta entered into a Membership Interest Purchase Agreement, pursuant to which Delta acquired, from Egani, Inc. shares of Altony SA, an Uruguayan Sociedad Anonima (“Altony”), which owned 100% of the issued and outstanding membership interests in South American Hedge Fund LLC, a Delaware limited liability company (“SAHF”). At the closing of the Agreement, Delta issued 130,000,000 shares of common stock to Egani, Inc., which constituted, following such issuance, a majority of the outstanding shares of the common stock. Immediately following the closing of the Agreement, Altony became a wholly owned subsidiary of the Company. For accounting purposes, the transaction was treated as a recapitalization of the Company, as of March 4, 2008, with Altony as the acquirer. Altony SA closed its business operations and was subsequently dissolved.

The primary focus of the Company’s business is its SAHF subsidiary, which has investments in oil and gas concessions in Argentina and focuses on the energy sector, including the development and supply of energy and alternative energy sources in Latin America and North America.

Effective January 1, 2009, the Company had ceased all operations other than the investments of its SAHF subsidiary and became a development stage corporation, as defined in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915 “Development Stage Entities”. During the quarter ending March 31, 2012, one of the Company’s properties began producing oil and the Company began recognizing revenue. Accordingly, the Company is no longer in the development stage.

SIGNIFICANT ACCOUNTING POLICIES

The Company’s significant accounting policies are summarized in Note 1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2011. There were no significant changes to these accounting policies during the nine months ended September 30, 2012 and the Company does not expect that the other recent accounting pronouncements will have a material impact on its financial statements.

2. INVESTMENT IN UNPROVED OIL AND GAS PROPERTIES

a) As of September 30, 2012, the Company has a 10% ownership interest in the Jollin and Tonono oil and gas concessions located in Salta Province, Argentina. SAHF originally purchased an 18% carry-over interest in the Jollin and Tonono concessions on May 15, 2007, and subsequently increased its ownership to 23.5%, 9% of which was carry-over and 14.5% of which was working. SAHF in 2009 transferred 13.5% to Maxipetrol, under an arrangement where SAHF’s remaining 10% interest would be in a carry-over mode. SAHF received its foreign registration in Argentina and was admitted as a member of the joint venture on July 2, 2010. The Company will begin receiving revenue from the Jollin and Tonono blocks when the first well is approved for commercial production. The joint venture is currently developing a future plan for continuing the exploration of the concessions.

b) As of September 30, 2012, the Company retains a 9% ownership interest in the Tartagal and Morillo oil and gas concessions located in Salta Province. During 2007, SAHF had originally purchased an 18% ownership of these concessions During 2008, SAHF exchanged 50% of its ownership in this investment with a third party, where the acquirer agreed to assume 50% of SAHF’s obligations with respect to future development expenses.

On March 28, 2011, the third party agreed to the transfer its 9% carried interest in the Tartagal and Morillo concession back to the Company, in exchange for 200,000 shares of the Company’s common stock, with a fair value of $50,000, and a percentage of proceeds in the event of an unexpected sale of the concession in excess of over $6 million, which brought the Company’s total interest in the Tartagal and Morillo concession to 18%. The Company was admitted to the joint venture for these blocks on May 11, 2011.

DELTA MUTUAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

As of and for the Nine Months Ended September 30, 2012 and 2011

As of March 30, 2012, the Company agreed to sell 50% of its ownership interest in this property to Principle Petroleum Limited (“PPL”) for $500,000. The Company follows the full cost method of accounting, and thus, no gain was recognized, in accordance with ASC 932-10-599 ©)(3)(i).

The Company’s share of the development costs for the Tartagal and Morillo concessions will be repaid from 50% of the Company's share of the future production profits from the concessions.

On January 26, 2011 our joint venture partner announced that the Campo Alcoba site well No. CAX-1002 was indicating 15 cubic meters per day which translated to 94 barrels of oil daily. On February 21, 2011 they also announced that the other work over well No. CAX-1 was demonstrating production of 5 cubic meters per day or equal to 10 to 15 barrels per day. The Company began recognizing its share of the production from these two wells in the three months ending March 31, 2012. Production from these test wells has continued into the 2012 second quarter. A work over of one the two reopened wells is planned, and currently an analytic test to drill one more exploratory well is under way.

c) As of September 30, 2012, the Company owns 20% of the oil and gas exploration rights to five blocks in the Salta Province of Northern Argentina. The managing partner holds this interest in escrow until SAHF is officially admitted into the joint venture of the exploration rights concession.

The ownership interests in The Salta Province Exploration Rights Concession ("Salta Joint Venture") are:

●	Consortium Ketsal Kilwa – 60% (managing partner)

●	Ambika S.A. – 20%

●	SAHF – 20%

During the second quarter 2010, the Salta Joint Venture began drilling the first well on the Guemes block of the Salta Province exploration rights concession. SAHF acted as the project manager for this drilling project, but did not charge the Salta Joint Venture a management fee. Production testing to verify the commercial sustainability of the well still needs to be performed.

The 2010 concession payments, totaling approximately $1.1 million, of which SAHF’s share is approximately $220,000, payable for the Salta Province exploration rights concession are past due and are being contested with the Government by the Salta Joint Venture. Prior to the drilling of the Guemes well, the managing partner began negotiating with the government of Argentina to have the concessions' penalties waived and it was agreed that the Government will not draw on the Performance Bond posted by Ketsal, in exchange for opening a well on Guemes and continued development activities in the province. SAHF opened up well in Guemes known as "Dos Morros" and the overdue charges have been waived.

d) On August 10, 2011, the Company’s tender offer, made through its wholly-owned subsidiary, SAHF, for the ownership right to explore, and eventually, produce oil and natural gas in the block known as “Valle de Lerma” was declared the winning bid by the Salta provincial government. SAHF made the offer in a joint venture agreement with Remsa, PetroNexus, Grasta SA, a local mid-size gasoline refinery located in Buenos Aires, Argentina. The Valle de Lerma block is located in the province of Salta in the northwestern region of Argentina and has an area of 5259 km2. On October 25, 2011 SAHF was awarded an Exploration and Exploitation Oil & Gas Block License by the Government of Salta, Argentina, and will file an environmental impact study and proceed to reentry and work-over of the wells. SAHF holds a majority of the license interest and is the responsible operator. The license allows SAHF 20 years to explore and produce hydrocarbons with a renewal option of ten more years in exchange for a commitment to spend $2 million on the property in exploration and development costs.

The Company and its partners, Resta, PetroNexus and Grasta Petroleum will develop the block starting with the La Troja well work over with a local rig company. The exploration terms are four years for the first period, three years for the second and two years for the last period. At December 31, 2011, SAHF owned 60% of the rights to explore Valle de Lerma; GRASTA owns 5%; PetroNexus owns 30%; and Remsa owns 5%.

DELTA MUTUAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

As of and for the Nine Months Ended September 30, 2012 and 2011

The total investment commitment originally approved is of 401 work units within a three-year term. Each work unit has a value of $5,000 totaling a $2,005,000 of committed investment for the first quarter. In the second quarter of 2012, the Company executed 175 work units and the conclusions were submitted to the proper regulatory government agency, which approved the work performed with the Resolution 021/2012 dated May 11, 2012. Our insurance policy for the remnant amount of $1,155,000 was issued in the second quarter of 2012.

Pursuant to the Cooperation Agreement with PPL, we have agreed to sell to PPL 50% of our interest in Valle de Lerma, as well as our interest in bidding rights on three other properties after the payment terms will be completed. The Company follows the full cost method of accounting, and thus, no gain was recognized, in accordance with ASC 932-10-599 (c)(3)(i).

The Company evaluated these investments for impairment and concluded that, except as described above, no loss in value occurred as of September 30, 2012. The following table summarizes the Company’s investments in these unproved oil and gas properties. One of the Company’s oil and gas producing properties began producing during the quarter ending September 30, 2012. No depletion was recorded for the quarter as the amount was not material

	Concession Investments			Exploration Rights			Total

At January 1, 2012	$	875,130		$	1,240,150		$	2,115,280

Drilling and development costs		6,081			543,946			550,027

Sale of 50% interest in Tartagal & Morillo and Valle de Lerma		(500,000	)		(500,000	)		(1,000,000	)

Translation gain (loss)		(39,335	)		(195,609	)		(233,944	)

At September 30, 2012	$	341,876		$	1,089,487		$	1,431,363

3. INVESTMENT IN OIL REFINERY

On January 13, 2012, the Company, through its wholly owned subsidiary, SAHF, signed a purchase option agreement with Cruz Norte, SA to purchase 33.33% of the Caimancito Refinery, located in the Jujuy Province, Argentina. In March 2012, the purchase option agreement was finalized and signed and Cruz Norte transferred 1/3 of its stake in the refinery to SAHF. The purchase price of the refinery was $150,000 for the 33.33% of the outstanding shares of Caimancito Refinery; the purchase price, which was paid in full as of July 6, 2012. There were no operations in the refinery during the nine months ending September 30, 2012. When operations begin, the Company will account for the investment under the equity method.

DELTA MUTUAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

As of and for the Nine Months Ended September 30, 2012 and 2011

4. PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation is provided for by the straight-line method over the estimated useful lives of the related assets. The Company purchased oil field equipment during the fourth quarter of 2011. The equipment will be placed in service during 2012. The Company did not provide any depreciation this equipment for the three and nine months ending September 30, 2012, as the equipment was not yet in service.

Property and equipment consists of:

	September 30, 2012		December 31, 2011
Oilfield equipment	$	66,607	$	47,151

Furniture and equipment		11,542		---
Less accumulated depreciation		---		---
Total property and equipment	$	78,149	$	47,151

5. FAIR VALUE MEASUREMENT

The Company utilizes the accounting guidance for fair value measurements and discloses for all financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis during the reporting period.

The fair value is an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability. ASC 820, "Fair Value Measurements and Disclosures", establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers are defined as follows:

Level 1 - Observable inputs such as quoted market prices in active markets.

Level 2 - Inputs other then quoted prices in active markets that are either directly or indirectly observable.

Level 3 - Unobservable inputs about which little or no market data exists, therefore requiring an entity to develop its own assumptions.

As of September 30, 2012, the Company held certain financial assets that are measured at fair value on a recurring basis. These consisted of cash and cash equivalents and unproved oil and gas properties. The fair value of the cash and cash equivalents is determined based on quoted market prices in public markets and is categorized as Level 1. The investment in unproved oil and gas companies is determined by the Company to develop its own assumptions and is categorized as Level 3. The Company does not have any financial assets measured at fair value on a recurring basis as Level 2 and there were no transfers in or out of Level 2 or Level 3 during the nine months ended September 30, 2012.

DELTA MUTUAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

As of and for the Nine Months Ended September 30, 2012 and 2011

The following table sets forth by level, within the fair value hierarchy, the Company’s financial assets accounted for at fair value on a recurring basis as of September 30, 2012 and December 31, 2011.

September 30, 2012	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and cash equivalents	$	2,190,202	$	2,190,202	$	-	$	-
Unproved oil and gas properties		1,431,363						1,431,363
Receivable from sale of bidding rights		4,000,042						4,000,042
Investment in oil refinery		149,400						149,400
Investment in mineral properties		187,061						187,061
Total	$	7,958,068	$	2,190,202	$	-	$	5,767,866

December 31, 2011	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and cash equivalents	$	211,303	$	211,303	$	-	$	-
Unproved oil and gas properties		2,115,280						2,115,280
Investment in mineral properties		171,871						171,871
Total	$	2,498,454	$	211,303	$	-	$	2,287,151

There were no changes to the Company’s valuation techniques used to measure asset fair values on a recurring or nonrecurring basis during the nine months ended September 30,2012 and the Company did not have any other financial liabilities within the scope of the fair value disclosure requirements as of September 30, 2012. The Company has other financial instruments, such as advances and other receivables, accounts payable and other liabilities, notes payable and other assets, which have been excluded from the tables above. Due to the short-term nature of these instruments, the carrying value of advances and other receivables, accounts payable and other liabilities, notes payable and other assets approximate their fair values.

6. RECEIVABLE FROM SALE OF BIDDING RIGHTS AND OIL AND GAS PROPERTIES

Effective March 30, 2012, the Company entered into the Cooperation Agreement with PPL. Under the Cooperation Agreement, the Company has agreed to sell to PPL, for a price of $7 million certain exploration and exploitation rights to oil and gas deposits and certain bidding rights held by Delta on the following areas: Valle de Lerma in the province of Salta; San Salvador de Jujuy; Libertador General San Martin in the province of Jujuy; and Selva Maria in the province of Formosa. Pursuant to a separate Agreement dated March 31, 2012, the Company has agreed with PPL to assign and transfer 50% of SAHF's current ownership of the Tartagal and Morillo (i.e., a 9% interest in the concession) to PPL for a purchase price of $500,000. PPL has also agreed in an Undertaking to provide funds to the operating entities of Valle de Lerma, Selva Maria, San Salvador and Libertador, in the aggregate amount of up to $10,000,000 (San Salvador, Libertador and Selva Maria are pending for approval from the government, which is standard procedure in Argentina).

As part of PPL’s obligations under the Cooperation Agreement, PPL made partial payments of $2,000,000 in our 2012 first fiscal quarter, $999,979 in the second quarter and $499,979 in the third quarter towards the full amount of $7,000,000 provided under the Cooperation Agreement. Both parties are working to execute the full amount of PPL’s payment obligations as agreed.

As of September 30, 2012, the Company had received deposits in the amount of $3,499,958 from PPL on account of its obligations under the above agreements to purchase exploration and exploitation rights in certain properties. The remainder of the proceeds has been recorded as a $4.0 million receivable from the sale of bidding rights and oil and gas properties.

DELTA MUTUAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

As of and for the Nine Months Ended September 30, 2012 and 2011

7. NOTES PAYABLE

	September 30, 2012		December 31, 2011
Notes payable to three investors, interest at 8%, due July 2014	$	150,655	$	150,655
Note payable to third party, interest at 6%, due August 10, 2011		15,000		15,000
Note payable to third party interest at 6%, due September 20, 2007		60,000		60,000
Notes payable to stockholders and related parties, interest at 6%, due August 31, 2012		623,970		623,970
Notes payable to third party, interest at 6%, due August 10, 2011.	--			193,740
Total	$	849,625	$	1,043,365

The Company included accrued interest payable on the aforesaid notes in accrued expenses as of September 30, 2012 and December 31, 2011, respectively. Interest expense for the three months ended September 30, 2012 and 2011 was $12,598 and $11,010, respectively. On March 15, 2012, the $193,740 past due note payable and related accrued interest was settled by the agreement to pay $50,000 cash and the issuance of 475,000 shares of common stock. Also during the three months ended June 30, 2012, the maturity dates of the past due notes to three investors in the amount of $150,655 were extended to July 2014. During the three months ended September 30, 2012, the due dates of the notes payable to stockholders and related parties were extended to December 31, 2012.

8. ACCRUED EXPENSES

	September 30, 2012		December 31, 2011
Accrued compensation	$	46,020	$	46,020
Accrued interest		163,191		186,555
Accrued expenses		131,534		131,534

Total	$	340,745	$	364,109

9. INCOME TAXES

The Company had not made provision for income taxes prior to the nine months ended September 30, 2012, since the Company has the benefit of net operating losses carried forward in these periods. Domestic NOL carry-forwards were utilized in the computation of the provision for income taxes for the nine months ending September 30, 2012.

Due to the operating loss of the Company's Argentina subsidiary, the Company is not required to pay any income tax in Argentina. However, the Company has been subject to the personal assets tax or Minimum Presumptive Tax (MPIT) on the assets owned by SAHF that has a branch office in Argentina.

Personal assets tax or MPIT applies to individuals with assets owned as of December 31st each year. Taxpayers are required to pay the equivalent of 0.5% to 1.25% of the assets owned as of that date, depending on their global tax value if it exceeds a certain amount. For resident individuals, the tax applies on assets owned in Argentina and abroad. For non-resident individuals, the tax applies only on assets owned in Argentina.

The law presumes (without admitting evidence to rebut the presumption) that shares, quotas and other participation interests held in the capital of Argentine companies (including branches) that are held by non-resident entities are

indirectly owned by foreign individuals. The tax amounts to 0.5% annually (based on the equity value according to the financial statements), which must be paid by the Argentine companies.

DELTA MUTUAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

As of and for the Nine Months Ended September 30, 2012 and 2011

The Company has been current in paying the MPIT. This is not an income tax, which, is why it is not included in our tax provision.

Deferred income tax assets consist of:

	September 30, 2012			December 31, 2011
Net operating loss carry-forwards	$	1,727,000		$	2,071,000

Less valuation allowance		(1,727,000	)		(2,071,000	)

Deferred income tax assets, net	$	--		$	--

The Company is subject to taxation in the United States and certain state jurisdictions. The Company’s tax years for 2008 and forward are subject to examination by the United States and applicable state tax authorities due to the carry forward of unutilized net operating losses.

10. OTHER INCOME

During the nine months ended September 30, 2012 and 2011, the Company realized foreign exchange gains of $443,715 and $4,360, respectively, on its US dollar denominated payments to its SAHF subsidiaries for operating expenses that were offset by the gain of the sale of bidding rights. For the three months ended September 30, 2012 and 2011, the Company realized foreign gains of $222,122 and $924, respectively.

Effective March 30, 2012, the Company entered into the Cooperation Agreement with Principle Petroleum Ltd. (“PPL”). Under the Cooperation Agreement, we have agreed to sell to PPL, for a price of $7.5 million certain exploration and exploitation rights to oil and gas deposits and certain bidding rights held by Delta on the following areas: Tartagal & Morillo, Valle de Lerma in the province of Salta; San Salvador de Jujuy; Libertador General San Martin in the province of Jujuy; and Selva Maria in the province of Formosa. $6,500,000 of these proceeds are attributable to bidding rights for which the Company has no cost basis. The proceeds are non refundable in the event the Company is unsuccessful in the bids. Therefore, the Company recognized a gain of $6.5 million for the sale of these bidding rights during the nine months ending September 30, 2012.

11. STOCKHOLDERS' EQUITY

For the nine months ended September 30, 2012 and 2011, the Company issued 10,000 and 0 shares, respectively, with fair values of $3,500 and $0, respectively, of its common stock to a related party for services performed. For the nine months ended September 30, 2012 and 2011, the Company also issued 475,000 and 0 shares, respectively, with fair values of $213,750 and $0, respectively, for the settlement of a note payable.

DELTA MUTUAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

As of and for the Nine Months Ended September 30, 2012 and 2011

A summary of the warrant activity for the nine months ending September 30, 2012 is presented below:

			Weighted Average		Weighted Average	Aggregated
			Exercise		Contractual	Intrinsic
	Warrants		Price		Term	Value
Outstanding, January 1, 2012		7,900,640	$	0.21	6.0 years	$	228,019

Granted		404,868		0.34	6.0 years		3,320

Expired/Cancelled		-		-			-

Exercised		-		-			-

Outstanding, September 30, 2012		8,305,508	$	0.22	6.0 years	$	231,339

Exercisable, September 30, 2012		8,305,508	$	0.22	6.0 years	$	231,339

12. EARNINGS (LOSS) PER SHARE

Basie and diluted earnings (loss per common share are presented in accordance with ASC Topic 260 “Earnings per share”. Common stock warrants have been excluded from the calculation of diluted earnings (loss) per share for the three months ended September 30, 2012 and the three and nine months ended September 30, 2011 in the statements of operations, because all such securities were anti dilutive and were not issued until the fourth quarter of 2011 and nine months ended September 30, 2012. Basic net earnings (loss) per share is calculated by dividing the net earnings (loss) per share by the weighted average number of share outstanding during the periods. Diluted net earning per share is calculated by dividing the net earnings by the weighted average number of shares and potential shares outstanding during the period.

The weighted average shares outstanding used in the computations of basic and diluted earnings (loss) per share are as follows:

	Three Months Ending September 30,				Nine Months Ending September 30,
	2012		2011		2012		2011
Basic weighted average shares outstanding		32,010,826		30,057,306		31,875,534		29,564,084

Potential common shares		862,346		-		856,569		-

Diluted weighted average shares outstanding		32,873,172		30,057,306		32,732,103		29,564,084

DELTA MUTUAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

As of and for the Nine Months Ended September 30, 2012 and 2011

13. COMMITMENTS AND CONTINGENCIES

ECONOMIC AND POLITICAL RISK

The Company is exposed in the inherent risks for the foreseeable future of conducting business internationally. Language barriers, foreign laws and tariffs and taxation issues all have a potential effect on the Company’s ability to transact business. Political instability may increase the difficulties and costs of doing business. Accordingly, events resulting from changes in the economic and political climate could have a material effect on the Company.

OPERATING LEASES

The Company entered into a lease agreement in February 2012 for 3,551 square feet of office space for its principal office in Arizona. The lease expires in February 2013 and the Company has an option to extend the lease for an additional two years. The Company is required to pay various executor costs in connection with the lease.

The Company has sublet a portion of the premises on a month-to-month basis for $1,800 per month.

Rent expense was $55,388, $24,459, $13,943 and $4,884 for the nine and three months ended September 30, 2012 and 2011, respectively.

EMPLOYMENT AGREEMENTS

On April 26, 2010, the Company’s Board of Directors approved a five-year term executive employment agreement, effective March 23, 2010, between the Company and Malcolm Sherman, now the Company’s Chief Executive Officer following the death of Dr. Daniel Peralta on November 7, 2012. The salary of Mr. Sherman was voluntarily limited by his agreement with the Board that the salary would be limited to $150,000 until the cash flow of the Company permitted payment of the salary and coverage of other operating expenses of the Company. Further, Mr. Sherman had agreed with the Board that there would be no accrual of unpaid salary under this agreement.

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

The following discussion of our consolidated financial condition and results of operations should be read in conjunction with the unaudited consolidated financial statements and notes thereto and the other financial information included elsewhere in this report.

Certain statements contained in this report, including, without limitation, statements containing the words "believes," "anticipates," "expects" and words of similar import, constitute "forward looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including our ability to create, sustain, manage or forecast our growth; our ability to attract and retain key personnel; changes in our business strategy or development plans; competition; business disruptions; adverse publicity; and international, national and local general economic and market conditions.

GENERAL

The Company was incorporated under the name Delta Mutual, Inc. in Delaware on November 17, 1999. In 2003, we established business operations focused on providing environmental and construction technologies and services. Our operations in the Far East (Indonesia) and our construction operations in Puerto Rico were discontinued in 2008.

Effective March 4, 2008, we acquired 100% of the issued and outstanding membership interests in the parent of South American Hydrocarbon Fluids LLC, a Delaware limited liability company (formerly South American Hedge Fund LLC, sometimes herein referred to as “SAHF”). For accounting purposes, the transaction was treated as a recapitalization of the Company, as of March 4, 2008, with the parent of SAHF as the acquirer. SAHF maintains a branch office in Argentina, where it is engaged in oil and gas exploration and development activities.

Overview

We are an independent oil and gas company, with the SIC Code classification 1311 (oil and gas production)for SEC filing purposes, engaged in oil and gas acquisition, exploitation, production and exploration activities primarily in Argentina. In addition, we have ownership interests in certain mineral rights that are located in Argentina. In August 2007, SAHF signed agreements to purchase partial ownership interests in four oil and gas concessions in Northern Argentina. The joint venture owning these concessions then started the process to obtain the necessary government and environmental operating permits for the commercial exploitation of these concessions. These oil and gas investments were contributed to the Company as part of the reverse merger transaction in March 2008.

Our goal is to generate meaningful growth in shareholder value through the discovery and development of proved oil and gas reserves or other mineral, and we have focused on concessions where there are shut-in, plugged or abandoned wells that have, in our assessment, a high probability of additional recovery of reserves through the revitalization of the wells using standard oil and gas industry practices to bring back wells into production or to enhance production. In addition, our growth plan is centered upon the pursuit of energy related development projects that we believe will generate attractive rates of return while maintaining a balanced portfolio of lower risk, long-lived oil and gas properties that provide stable cash flows.

The Company's business is subject to the risks of its oil and gas investments in South America. The likelihood of success of the Company must be considered in light of the expenses, difficulties, delays and unanticipated challenges encountered in connection with the operations of oil and gas concessions in Argentina.

Specifically, we have focused, and plan to continue to focus, on the following investments in South America.

Recent Developments

Dr. Daniel R. Peralta, our President and Chief Executive Officer, director, and major stockholder, and his wife died in their home November 7, 2012. Our board has appointed Malcolm Sherman, who has been our Executive Vice President, as President and Chief Executive Officer and has elected Santiago Peralta, the son of Dr. Peralta as a member of our Board of Directors.

Principle Petroleum Ltd. Agreement

Effective March 30, 2012, we entered into the Cooperation Agreement with Principle Petroleum Ltd. (“PPL”). Under the Cooperation Agreement, we have agreed to sell to PPL, for a price of $7,000,000 certain exploration and exploitation rights to oil and gas deposits and certain bidding rights held by Delta on the following areas: Valle de Lerma in the province of Salta; San Salvador de Jujuy; Libertador General San Martin in the province of Jujuy; and Selva Maria in the province of Formosa. Pursuant to a separate Agreement dated March 31, 2012, we have agreed with PPL to assign and transfer 50% of SAHF's current ownership of the Tartagal and Morillo (i.e., a 9% interest in the concession) to PPL for a purchase price of $500,000, payable in the second quarter of 2012. PPL has also agreed in an Undertaking to provide funds to the operating entities of Valle de Lerma, Selva Maria, San Salvador and Libertador, in the aggregate amount of up to $10,000,000 (San Salvador, Libertador and Selva Maria are pending for approval from the government, which is standard procedure in Argentina).

Valle de Lerma

On August 10, 2011, the Company’s tender offer, made through our wholly-owned subsidiary, SAHF, for the ownership right to explore, and eventually, produce oil and natural gas in the block known as “Valle de Lerma” was declared the winning bid by the Salta provincial government. SAHF made the offer in a joint venture agreement with Grasta SA, a local mid-size gasoline refinery located in Buenos Aires, Argentina. Other partners in the block include PetroNEXUS and REMSA. On October 25, 2011 SAHF was awarded an Exploration and Exploitation Oil & Gas Block License by the Government of Salta, Argentina.

The Valle de Lerma block is located in the province of Salta in the northwestern region of Argentina and has an area of 5259 km2. SAHF has done the measurement and survey study and filed an environmental impact study and, upon its approval, will proceed to the reentry and work-over of the wells. SAHF holds a majority of the license interest and is the responsible operator. The license allows SAHF 20 years to explore and produce hydrocarbons with a renewal option of ten more years. The Company will commence the La Troja well work over with a local rig company. The exploration terms are four years for the first period, three years for the second and two years for the last period.

SAHF currently owns 60% of the rights to explore Valle de Lerma; GRASTA owns 5%; PetroNEXUS owns 30%; and REMSA owns 5%. Pursuant to the agreements with PPL, we have agreed to sell 50% of our interest in Valle de Lerma, as well as our interest in bidding rights on three other properties after the payment terms are completed.

The total investment commitment originally approved is of 401 work units within a three year term. Each work unit has a value of $5,000 totaling a $2,005,000 of committed investment for the first quarter. In the second quarter of 2011, the Company executed 175 work units and the conclusions were submitted to the proper regulatory government agency, which approved the work performed with the Resolution 021/2012 dated May 11, 2012. Our insurance policy for the remnant amount of $1,155,000 was issued in the second quarter of 2012.

Tartagal and Morillo

As of September 30, 2012, the Company, through SAHF, retained 9% of the total concession in the carryover mode ("no cost obligations to SAHF") in the Tartagal and Morillo oil and gas concessions located in Northern Argentina. In March 2009, a Hong Kong public company purchased 60% of the ownership in the Tartagal and Morillo oil and gas concessions, and has invested approximately $60 million to date on geological studies, 2D and 3D seismic surveys on both blocks and two work-over drills and an exploratory well drill in Tartagal. Production from the two Campo Alcoba test wells commenced in 2011 and has continued into the 2012 second quarter. A work over of one the two previously reopened wells is planned, and currently an analytic test to drill one more exploratory well is under way. On May 11, 2011, SAHF received the Argentinian Salta Government’s approval for its 18% ownership share for the Tartagal and Morillo concessions. Effective March 30, 2012, we agreed to sell 50% of our interest in these concessions to PPL.

Jollin and Tonono Oil and Gas Concessions

The Company, through SAHF, has a 10% interest concession in the carryover mode ("no cost obligations to SAHF") in the Jollin and Tonono oil and gas concessions located in Northern Argentina.

During the year ended December 31, 2008, the third party owners of the Jollin and Tonono concessions formed an Argentine-registered joint venture and paid, in the aggregate, approximately $848,000 of development costs, all of which were capitalized. Since SAHF was not registered as a foreign company in Argentina, it could not become a member of the joint venture in 2008. The third party owners of these concessions have agreed that, upon admission of SAHF as a member of the joint venture, SAHF will retain its ownership. However, in exchange for this agreement, SAHF’s weighted average pro-rata portion of the 2008 aggregate development cost, of approximately $223,024, all of which was included in accounts payable in SAHF’s consolidated balance sheet at December 31, 2008, was to be repaid to the other members from its pro-rata share of the future earnings of the concession. On September 25, 2009, SAHF sold 13.5% of its ownership interest in the Jollin and Tonono oil and gas concession to Maxi-Petroleros De Occidente S.A. ("Maxipetrol") for $206,832. Maxipetrol, prior to the sale, owned 48% of the Jollin and Tonono oil and gas concession. In connection with the sale, Maxipetrol assumed full responsibility to develop the oil and gas concession until production is achieved in the blocks. This obligation includes all future and former costs incurred for the Jollin and Tonono oil and gas concession, until such time as the well is producing. All prior unpaid costs accrued by SAHF, were assumed by Maxipetrol. The Company recorded a $157,939 loss on the disposition of its 13.5% investment to Maxipetrol and the loss is included in its statement of operations for the year ended December 31, 2009. In addition, as of December 31, 2009, the Company recorded a reversal of $223,024 to adjust balances in investments and accounts payable as a result of the forgiveness of the aggregate development cost payable. During the year ending December 31, 2010 SAHF paid $139,762 in additional canons to maintain its ownership interest in the concession.

SAHF received its foreign registration in Argentina and was admitted as a member of the joint venture on July 2, 2010. Accordingly, the Company has reclassified its concession costs in the amount of $688,475 associated with this property to proved oil and gas properties as of December 31, 2010 based upon the reserve report received from the third party working interest owner of the joint venture. The Company will begin receiving revenue from the Jollin and Tonono blocks when the first well is approved for commercial production. The joint venture is currently developing a future plan for continuing the exploration of the concessions.

Salta Province Exploration Rights

During 2008, SAHF purchased 40% of the oil and gas exploration rights to five geographically defined areas in the Salta Province of Northern Argentina from Ketsal, SA (“Ketsal”) for $697,000 cash. In 2009, SAHF assigned 50% of its rights to a third party. As of September 30, 2012, SAHF owns 20% of the rights to this oil and gas concession.

SAHF is responsible for managing the drilling activities in the Salta Province and bears its pro-rata share of the costs. Exploratory drilling activities commenced in April 2010 on the Guemes Block and the first well was spud in September 2010. SAHF paid $106,672 for additional concession fees to become an exploration company in Argentina and incurred $179,806 in exploratory drilling costs during the nine months ended September 30, 2010 that were capitalized as work-in-progress under the full cost method of accounting. In July 2010, SAHF found positive traces of the presence of natural gas and hydrocarbons of low-density quality through its analysis of core samples. Well logging while drilling also confirmed the potential existence of formations with sufficient hydrocarbons to make the well economically productive. Production testing to verify the commercial sustainability of the well is expected to commence in the third quarter of 2013.

The joint venture is currently exploring the option to give two areas back to the government of Salta; give two areas to YPF; and retain Guemes.

Caimancito Refinery

On January 13, 2012, we, through our wholly-owned subsidiary, SAHF, signed a purchase option agreement with Cruz Norte, SA to purchase 33.33% of the Caimancito Refinery, located in the Jujuy Province, Argentina. In March, 2012, the purchase option agreement was finalized and signed and Cruz Norte transferred 1/3 of its stake in the refinery to SAHF. The purchase price of the refinery was $150,000 for the 33.33% of the outstanding shares of Caimancito Refinery; the purchase price is paid in full and a current Board Resolution appointed Mr. Mac Mullen from SAHF as a new Cruz del Norte Board Member. The outstanding partial rights of SAHF are dully registered to the IGJ (Government Regulatory Entity). A contract with NOA, a service company was signed and paid to rehabilitate the plant.

Lithium Production Properties

On March 1, 2010, we signed a purchase option agreement with Minera Jujuy from the Jujuy Province, Argentina related to the acquisition of approximate 143,000 hectares with 29 mines located in the Northwest part of Argentina, south of the border with Bolivia, with high lithium and borates brines concentration. Currently, we are performing sampling and geological conclusions with a local geological company in order to determine value to the property. SAHF purchased control of 51% of the Guayatayoc project via a partnership agreement with Oscar Chedrese and Servicios Mineros SA. The project holds the concession for a period of 20 years.

Due to the volatility of mineral global markets, further development of this project was technically postponed until the second quarter of 2013.

RESULTS OF OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 2012 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2011

During the nine months ended September 30, 2012, we generated revenues of $1,789, as compared with revenues of $-0- in 2011, and net earnings of $5.67 million compared to a net loss of $414,975 for the nine months ended September 30, 2011. The decrease in our net loss for the nine months ended September 30, 2012 over the prior nine month period is primarily due to the gain on the sale of certain bidding rights to PPL.

During the nine months ended September 30, 2012 our loss from operations was approximately $880,000 compared to a net loss from operations of approximately $452,000 in the nine months ended September 30, 2011, due to a higher level of general and administrative expenses in 2012.

THREE MONTHS ENDED SEPTEMBER 30, 2012 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2011

During the three months ended September 30, 2012, we had no revenues and had net earnings of approximately $37,299, compared to a net loss of approximately $171,524 for the three months ended September 30, 2011. The decrease in our net loss for the three months ended September 30, 2012 over the comparable three month period is primarily due to a foreign exchange gain of $222,122 in 2012, as compared with a gain of $924 in 2011.

During the three months ended September 30, 2012 we had a net loss from operations of approximately $169,701 compared to a net loss from operations of approximately $161,438 in the three months ended September 30, 2011. The increase in our net loss from operations is primarily due to a higher level of general and administrative expenses during 2012.

LIQUIDITY

At September 30, 2012, we had a working capital surplus of approximately $4.5 million, compared with a working capital deficit of approximately $1.3 million at December 31, 2011. The significant improvement is due to the sale of certain bidding rights and oil and gas properties to PPL as of March 30, 2012

At September 30, 2012, we had total assets of approximately $8.04 million compared to total assets of approximately $2.6 million at December 31, 2011. Net cash used in operating activities in the nine months ended September 30, 2012 was approximately $466,259, as compared with approximately $485,048 in 2011; and net cash generated from investing activities was approximately $2.65 million 2012, as compared with cash used of approximately $298,807 in 2011. Cash used in operations and investing activities in 2012 was offset by net cash provided from investing activities of approximately $2.65 million. Net cash generated by financing activities was $-0- in the nine months ended September 30, 2012, and approximately $629,988 in the comparable period in 2011.

Estimated 2012 Capital Requirements

In the case of the Jollin and Tonono and Tartagal and Morillo oil and gas properties, we have carried interests; therefore, no further capital expenditures are required on our part. For the exploration rights in Salta Province, we have completed the drilling and development of one well in Guemes that is expected to begin production testing in 2013. We have sufficient funds for our portion (20%) of the costs of installation of the battery storage facility to complete the Guemes production and storage facilities. In the event our revenue expectations for 2012 are not met, we are not required to make any additional capital investment to protect our assets.

We estimate that our capital requirements in 2012 to develop the Valle de Lerma and Selva Maria properties (Selva Maria is pending for approval from the government) will approximate $7,000,000, funds for which investments would be provided by PPL, pursuant to its commitment to invest developmental funds of $10,000,000 for these properties.

USE OF ESTIMATES

The preparation of the financial statements requires the Company to make estimates and judgments that affect the reported amount of assets, liabilities, and expenses, and related disclosures of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including those related to oil and gas properties, intangible assets, income taxes and contingencies and litigation. The Company bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included in these financial statements. Certain amounts for prior periods have been reclassified to conform to the current presentation.

Management believes that it is reasonably possible that the following material estimates affecting the financial statements could happen in the coming year:

	●	Proved oil and gas reserves;
	●	Expected future cash flow from proved oil and gas properties;

	●	Future exploration and development costs; and
	●	Future dismantlement and restoration costs.

NEW FINANCIAL ACCOUNTING STANDARDS

For a summary of new financial accounting standards applicable to the Company, please refer to the accompanying notes to the financial statements.

Critical Accounting Policies

The Securities and Exchange Commission recently issued “Financial Reporting Release No. 60 Cautionary Advice About Critical Accounting Policies” (“FRR 60”), suggesting companies provide additional disclosures, discussion and commentary on their accounting policies considered most critical to its business and financial reporting requirements. FRR 60 considers an accounting policy to be critical if it is important to the Company’s financial condition and results of operations, and requires significant judgment and estimates on the part of management in the application of the policy. For a summary of the Company’s significant accounting policies, including the critical accounting policies discussed below, please refer to the accompanying notes to the financial statements. Foreign currency risk - The functional currency for some foreign operations is the local currency. Assets and liabilities of foreign operations are translated at balance sheet date rates of exchange and income, expense and cash flow items are translated at the average exchange rate for the period. The functional currency in South America is the U.S. dollar. Translation adjustments are recorded in Cumulative Other Comprehensive Income.

The Company assesses potential impairment of its long-lived assets, which include its property and equipment, investments, and its identifiable intangibles such as deferred charges under the guidance of SFAS 144 “Accounting for the Impairment or Disposal of Long-Lived Assets.” The Company must continually determine if a permanent impairment of its long-lived assets has occurred and write down the assets to their fair values and charge current operations for the measured impairment.

Investments in non-consolidated affiliates – These investments consist of the Company’s ownership interests in oil and gas development and exploration rights in Argentina, net of impairment losses if any.

We evaluate these investments for impairment when indicators of potential impairment are present. Indicators of impairment include, but are not limited to, levels of oil and gas reserves, availability of pipeline (or other transportation) capacity and infrastructure and management of the operations in which the investments were made.

Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Interest Rate Risk - Interest rate risk refers to fluctuations in the value of a security resulting from changes in the general level of interest rates. Investments that are classified as cash and cash equivalents have original maturities of Six and Nine months or less. Our interest income is sensitive to changes in the general level of U.S. interest rates.

We do not have significant short-term investments, and due to their short-term nature, we believe that there is not a material risk exposure.

Credit Risk - Our accounts receivable are subject, in the normal course of business, to collection risks. We regularly assess these risks and have established policies and business practices to protect against the adverse effects of collection risks. As a result we do not anticipate any material losses in this area.

Commodity Price Risk – We are exposed to market risks related to price volatility of crude oil and natural gas. The prices of crude oil and natural gas affect our revenues, since sales of crude oil and natural gas from our South American investments comprise nearly all of the components of our revenue. A decline in crude oil and natural gas prices will likely reduce our revenues, unless there are offsetting production increases. We do not use derivative commodity instruments for trading purposes.

The prices of the commodities that the Company produces are unsettled at this time. At times the prices seem to be drift down and then either increase or stabilize for a few days. Current price movement seems to be slightly up but with the prices of the traditionally marketed products (gasoline, diesel, and natural gas as feed stocks for various industries, power generation, and heating) are not showing material increases. Although prices are difficult to predict in the current environment, the Company maintains the expectation that demand for crude oil and natural gas will continue to increase for the foreseeable future due to the underling factors that oil and natural gas based commodities are both sources of raw energy and are fuels that are easily portable.

Foreign Currency Risk - Our financial results could be affected by factors such as changes in foreign currency exchange rates or weak economic conditions in foreign markets. Because our revenue is reported in U.S. dollars, fluctuating exchange rates of the local currency, when converted into U.S. dollars, may have an adverse impact on our revenue and income. We have not hedged foreign currency exposures related to transactions denominated in currencies other than U.S. dollars. We do not engage in financial transactions for trading or speculative purposes.

Item 4. –

CONTROLS AND PROCEDURES

Evaluation of Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive and financial officer, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost- benefit relationship of possible controls and procedures.

As of September 30, 2012, an evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, our Chief Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective.

Changes in Internal Controls

There have been no changes in the Company's internal controls over financial reporting that occurred during the Company's last fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Limitations on the Effectiveness of Controls

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. The Company's disclosure controls and procedures are designed to provide reasonable assurance of achieving its objectives. The Company's chief executive officer and principal financial officer concluded that the Company's disclosure controls and procedures are effective at that reasonable assurance level.

PART II—OTHER INFORMATION

ITEM 6. EXHIBITS.

31	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.

32	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K.

SEC Ref. No.	Title of Document
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Label Linkbase Document
101.PRE	XBRL Taxonomy Presentation Linkbase Document

The XBRL related information in Exhibits 101 to this Quarterly Report on Form 10-Q shall not be deemed “filed” or a part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, and is not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of those sections.

SIGNATURES

In accordance with the requirements of the Exchange Act, the Company has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	DELTA MUTUAL, INC.

	BY:	/s/ Malcolm W. Sherman
		Malcolm W. Sherman
		President, Chief Executive Officer and Principal Financial Officer

Dated: November 19, 2012

EXHIBIT INDEX

31	Certification of Chief Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32	Certification of Chief Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SEC Ref. No.	Title of Document
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Label Linkbase Document
101.PRE	XBRL Taxonomy Presentation Linkbase Document

CannAwake Corp - FORM 10-Q - November 19, 2012

Attached files

CannAwake Corp Reports