AMERICAN INTERNATIONAL HOLDINGS CORP. - Quarter Report: 2010 September (Form 10-Q)

delta_financials.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2010

¨ 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: 0-50912

DELTA SEABOARD INTERNATIONAL, INC.

(Exact Name Of Registrant As Specified In Its Charter)

Texas	88-0225318
(State of Incorporation)	(I.R.S. Employer Identification No.)

601 Cien Street, Suite 235 Kemah, TX	77565-3077
(Address of Principal Executive Offices)	(ZIP Code)

Registrant's Telephone Number, Including Area Code: (281) 334-9479

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. Yes x 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 ¨ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer, "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The number of shares outstanding of each of the issuer’s classes of equity as of November 15, 2010 is 68,342,250 shares of common stock and 3,769,626 shares of preferred stock.

Item	Description	Page
PART I - FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS	3
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATION	13
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	15
ITEM 4T.	CONTROLS AND PROCEDURES	15

PART II - OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	15
ITEM 1A.	RISK FACTORS	15
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	15
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	15
ITEM 4.	SUBMISSION OF MATERS TO A VOTE OF SECURITY HOLDERS	15
ITEM 5.	OTHER INFORMATION	15
ITEM 6.	EXHIBITS	15

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Financial Statements

Financial Statements
Unaudited Consolidated Balance Sheets - September 30, 2010 and December 31, 2009	4
Unaudited Consolidated Statements of Operations - Three and Nine Months Ended September 30, 2010 and 2009	5
Unaudited Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2010 and 2009	6
Notes to Unaudited Consolidated Financial Statements	7

DELTA SEABOARD INTERNATIONAL, INC.

(Formerly HAMMONDS INDUSTRIES, INC.)

Consolidated Balance Sheets

(Unaudited)


	September 30, 2010			December 31, 2009
Assets
Current assets:
Cash and cash equivalents	$	77,550		$	27,086
Certificate of deposit		450,000			-
Trading securities		3,535			10,080
Accounts receivable, less allowance for doubtful accounts
of $208,130		1,028,302			1,280,537
Accounts receivable - related parties		75,754			-
Inventories		2,493,473			1,445,102
Deposits for pipe inventory purchases		-			1,336,244
Prepaid expenses and other current assets		212,586			160,201
Total current assets		4,341,200			4,259,250

Property and equipment, net of accumulated depreciation and amortization		1,646,918			1,814,026
Other assets		50,025			50,025
Total assets	$	6,038,143		$	6,123,301
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses	$	667,951		$	606,694
Dividends payable		735,000			-
Short-term notes payable		159,570			103,219
Notes payable - related parties		-			120,000
Current installments of long-term debt		1,728,543			1,639,807
Total current liabilities		3,291,064			2,469,720

Long-term debt, less current installments		472,356			701,081
Total liabilities		3,763,420			3,170,801

Commitments and contingencies		-			-

Stockholders' equity:
Preferred stock, $0.0001 par value, authorized 5,000,000 shares;
3,769,626 and 0 shares issued and outstanding, respectively		377			-
Common stock, $0.0001 par value, authorized 195,000,000 shares;
68,342,250 and 43,503,082 shares issued and outstanding, respectively		6,834			4,350
Additional paid-in capital		4,150,193			3,891,435
Accumulated deficit		(1,882,681	)		(943,285	)
Total stockholders' equity		2,274,723			2,952,500
Total liabilities and stockholders' equity	$	6,038,143		$	6,123,301
The accompanying notes are an integral part of these unaudited financial statements.

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DELTA SEABOARD INTERNATIONAL, INC.

(Formerly HAMMONDS INDUSTRIES, INC.)

Consolidated Statements of Operations

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2010			2009			2010			2009

Revenues	$	2,424,500		$	2,151,180		$	6,708,240		$	6,946,305

Costs and expenses:
Cost of sales		1,165,404			727,267			3,571,789			2,736,250
Selling, general and administrative		1,192,225			1,392,918			4,574,764			4,673,354
Total operating expenses		2,357,629			2,120,185			8,146,553			7,409,604

Operating income (loss)		66,871			30,995			(1,438,313	)		(463,299	)

Other income (expenses):
Interest and dividend income		5,000			880			5,000			3,375
Lawsuit settlement		-			-			700,000			-
Bankruptcy settlement		-			-			76,710			-
Unrealized losses on trading securities		(1,503	)		99			(7,520	)		(905	)
Interest expense		(31,726	)		(63,317	)		(116,991	)		(177,920	)
Other income		5,137			6,695			32,879			28,525
Total other income (expense)		(23,092	)		(55,643	)		690,078			(146,925	)

Loss before income tax		43,779			(24,648	)		(748,235	)		(610,224	)
Income tax expense		885			5,271			11,161			16,947
Net income (loss)	$	42,894		$	(29,919	)	$	(759,396	)	$	(627,171	)
Preferred dividends:
Regular dividends		(60,000	)		-			(180,000	)		-
Net loss applicable to common shareholders	$	(17,106	)	$	(29,919	)	$	(939,396	)	$	(627,171	)

Net loss per common share - basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)
Weighted average common shares - basic and diluted		68,342,250			43,503,082			65,207,702			43,503,082
The accompanying notes are an integral part of these unaudited financial statements.

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DELTA SEABOARD INTERNATIONAL, INC. (Formerly HAMMONDS INDUSTRIES, INC.)
Consolidated Statements of Cash Flows (Unaudited)

	Nine Months Ended September 30,
		2010			2009
Cash flows from operating activities:
Net loss		$	(759,396	)	$	(627,171	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation			297,325			342,455
Share-based compensation			858,750			-
Unrealized losses on trading securities			7,520			905
Change in operating assets and liabilities:
Accounts receivable			252,236			665,401
Trading securities			(975	)		(1,080	)
Inventories and deposits for pipe inventory purchases			287,872			(25,085	)
Prepaid expenses and other current assets			(52,385	)		(85,750	)
Other assets			-			30,000
Accounts payable and accrued expenses			19,126			(70,964	)
Net cash provided by operating activities			910,073			228,711

Cash flows from investing activities:
Purchase of property and equipment			(130,218	)		(117,844	)
Redemption of certificate of deposit			50,000			-
Investment in certificate of deposit			(500,000	)		-
Proceeds from notes receivable			-			94,030
Net cash used in investing activities			(580,218	)		(23,814	)

Cash flows from financing activities:
Loans from (to) related parties			(195,754	)		70,000
Net borrowings (repayments) under lines of credit agreements and short-term notes			63,620			(9,200	)
Proceeds from issuance of debt			250,753			283,851
Principal payments on debt			(398,010	)		(562,063	)
Net cash used in financing activities			(279,391	)		(217,412	)

Net increase (decrease) in cash and cash equivalents		$	50,464		$	(12,515	)
Cash and cash equivalents at beginning of period			27,086			24,285
Cash and cash equivalents at end of period		$	77,550		$	11,770
Supplemental schedule of cash flow information:
Interest paid		$	116,991		$	177,920
Taxes paid		$	9,476		$	-
Non-cash investing and financing transactions:
Issuance of common stock to convert promissory note due to American International Industries, Inc.		$	872,353		$	-
Forgiveness of accounts payable to shareholder as contribution of capital		$	42,131		$	-
Accounts payable and dividends payable assumed in reverse merger transaction		$	709,552		$	-
Short-term debt assumed in reverse merger transaction		$	802,063		$	-
Dividends declared and unpaid		$	180,000		$	-
The accompanying notes are an integral part of these unaudited financial statements.

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DELTA SEABOARD INTERNATIONAL, INC.

(Formerly HAMMONDS INDUSTRIES, INC.)

Notes to Unaudited Consolidated Financial Statements

Note 1 - Summary of Significant Accounting Policies

The accompanying unaudited interim consolidated financial statements of Delta Seaboard International, Inc. (“Delta”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission and should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2009 contained in Delta's Form 8-K filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the unaudited interim consolidated financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year as reported in the Form 8-K have been omitted.

Organization, Ownership and Business

Delta Seaboard International, Inc., formerly Hammonds Industries, Inc., a Texas corporation, is a 48.1% owned subsidiary of American International Industries, Inc. ("American") (OTCBB: AMIN).

On February 3, 2010, Hammonds and Delta Seaboard Well Service, Inc. ("Delta Seaboard"), a Texas corporation, completed a reverse merger ("Reverse Merger"). In connection with the reverse merger, Hammonds changed its name to Delta Seaboard International, Inc. and authorized a reverse stock split ("Reverse Split") applying a ratio of one for ten (1:10) to all shareholders of common stock on record on December 31, 2009. Following the effective date of the Reverse Split, Delta issued shares of common stock to the existing stockholders of Delta Seaboard as follows: (i) 22,186,572 post-Reverse Split shares in consideration for American’s 51% equity ownership of Delta Seaboard, and 10,000,000 post-Reverse Split shares in consideration for American converting $872,353 in principal and accrued interest of debt payable by Delta to American; (ii) a total of 21,316,510 shares to Robert W. Derrick, Jr., a newly appointed director of Delta as well as Delta Seaboard’s president and a director of American and Ron Burleigh, a newly-appointed director of Delta as well as Delta Seaboard’s vice president, in consideration for their 49% equity ownership of Delta Seaboard; and (iii) 9,607,843 post-Reverse Split shares in consideration for Messrs. Derrick and Burleigh extending their employment agreements for five years in addition to the balance of their current employment agreements. Following the Reverse Split and Reverse Merger, American owns 32,859,935 shares of common stock, representing 48.1% of Delta's total outstanding shares and Messrs. Derrick and Burleigh, the owners of the noncontrolling interest in Delta Seaboard, own 30,924,353 shares of common stock, representing 45.2% of Delta's total outstanding shares. All other stockholders of Delta own 4,557,962 shares of common stock, representing 6.7% of Delta's total 68,342,250 outstanding shares. All common share amounts have been retroactively adjusted to reflect the Reverse Split. As part of the Reverse Merger, Delta assumed $709,552 in liabilities from Hammonds, including $615,000 in preferred dividends payable in shares of Delta's common stock.

Delta Seaboard is a 100% owned subsidiary of Delta. Delta Seaboard is managed by Robert W. Derrick, Jr. and Ron Burleigh, who are Delta Seaboard's executive officers. Delta Seaboard was founded in 1958 in Houston, Texas. Delta Seaboard's well site services provide a broad range of products and services that are used by oil companies and independent oil and natural gas companies operating in South and East Texas, and the Gulf Coast market. Delta Seaboard's services include workover services, plugging and abandonment, and well completion and recompletion services.

Principals of Consolidation

The consolidated financial statements include the accounts of Delta Seaboard International, Inc. (“Delta”) and its wholly-owned subsidiary, Delta Seaboard Well Service, Inc. All significant intercompany transactions and balances have been eliminated in consolidation.

Certain reclassifications have also been made to amounts in prior periods to conform with the current period presentation. All reclassifications have been applied consistently to the periods presented.

Cash and Cash-Equivalents

Delta considers cash and cash-equivalents to include cash on hand and certificates of deposits with banks with an original maturity of three months or less, that Delta intends to convert.

Accounts Receivable

Accounts receivable consist primarily of trade receivables, net of a valuation allowance for doubtful accounts.

Allowance for Doubtful Accounts

Delta extends credit to customers and other parties in the normal course of business. Delta regularly reviews outstanding receivables and provides for estimated losses through an allowance for doubtful accounts. In evaluating the level of established reserves, Delta makes judgments regarding its customers' ability to make required payments, economic events and other factors. As the financial condition of these parties change, circumstances develop or additional information becomes available, adjustments to the allowance for doubtful accounts may be required. When Delta determines that a customer may not be able to make required payments, Delta increases the allowance through a charge to income in the period in which that determination is made.

Inventories

Inventories are valued at the lower-of-cost or market on a first-in, first-out basis. Delta assesses the realizability of its inventories based upon specific usage and future utility. A charge to income is taken when factors that would result in a need for a reduction in the valuation, such as excess or obsolete inventory, are noted.

Freight and Shipment Policy

Delta expenses all freight and shipment expenses as incurred.

Investment Securities

Management determines the appropriate classification of its investments in marketable securities at the time of purchase and reevaluates such determination at each balance sheet date. Securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities. Debt securities for which Delta does not have the intent or ability to hold to maturity and equity securities not classified as trading securities are classified as available-for-sale. The cost of investments sold is determined on the specific identification or the first-in, first-out method. Trading securities are reported at fair value with unrealized gains and losses recognized in earnings, and available-for-sale securities are also reported at fair value but unrealized gains and losses are shown in the caption "unrealized gains (losses) on shares available-for-sale" included in stockholders' equity. Management determines fair value of its investments based on quoted market prices at each balance sheet date.

Property, Plant and Equipment

Assets acquired in the normal course of business are recorded at original cost and may be adjusted for any additional significant improvements after purchase. We depreciate the cost evenly over the assets’ estimated useful lives. Upon retirement or sale, the cost of the assets disposed of and the related accumulated depreciation are removed from the accounts, with any resultant gain or loss being recognized as a component of other income or expense.

Revenue Recognition

Revenue is recognized when the earning process is completed, the risks and rewards of ownership have transferred to the customer, which is generally the same day as delivery or shipment of the product, the price to the buyer is fixed or determinable, and collection is reasonably assured. Delta receives purchase orders for all of its service work and related pipe sales. All sales are recorded when the work is completed or when the pipe is sold. Taxes assessed by a governmental authority that are incurred as a result of a revenue transaction are not included in revenues. Delta has no significant sales returns or allowances.

Income Taxes

Delta is a taxable entity and recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to be in effect when the temporary differences reverse. The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in income in the year that includes the enactment date of the rate change. A valuation allowance is used to reduce deferred tax assets to the amount that is more likely than not to be realized. Interest and penalties associated with income taxes are included in selling, general and administrative expense.

Delta evaluates the tax benefits from uncertain positions and determines if it is "more likely than not" that the position is sustainable, based upon its technical merits. The tax benefit of a qualifying position is the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement with a taxing authority having full knowledge of all relevant information. As of September 30, 2010, Delta had not recorded any tax benefits from uncertain tax positions.

Advertising Costs

The cost of advertising is expensed as incurred.

Management's Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses. Actual results could differ from these estimates.

Fair Value of Financial Instruments

Delta utilizes the fair value that establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

Basis of Fair Value Measurement

Level 1		Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2		Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the asset or the liability; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3		Unobservable inputs reflecting Delta's own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

Delta believes that the fair value of its financial instruments comprising cash, accounts receivable, notes receivable, accounts payable, and notes payable approximate their carrying amounts. The interest rates payable by Delta on its notes payable approximate market rates. The fair values of Delta's Level 1 financial assets, trading securities that primarily include shares of common stock in various companies, are based on quoted market prices of the identical underlying security. As of September 30, 2010, Delta did not have any significant Level 2 or 3 financial assets or liabilities. The following table provides fair value measurement information for Delta's trading securities:

	As of September 30, 2010
					Fair Value Measurements Using:
	Carrying Amount		Total Fair Value		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial Assets:
Trading Securities	$	3,535	$	3,535	$	3,535	$	-	$	-

Subsequent Events

Delta has evaluated all subsequent events from September 30, 2010 through the issuance date of the consolidated financial statements.

New Accounting Pronouncements

There were various accounting standards and interpretations issued recently, none of which are expected to a have a material impact on our consolidated financial position, operations or cash flows.

Note 2 - Inventory and Deposits for Pipe Inventory Purchases

Inventories consisted of the following:

	September 30, 2010		December 31, 2009
Finished goods	$	2,493,473	$	1,445,102
Less reserve		-		-
	$	2,493,473	$	1,445,102

At December 31, 2009, Delta had cash deposits of $1,336,244 for inventory purchases under these agreements that had not been received. At September 30, 2010, these pipe purchases are included in inventory.

Note 3 - Property and Equipment

Major classes of property and equipment together with their estimated useful lives, consisted of the following:

	Years	September 30, 2010			December 31, 2009
Building and improvements	20	$	44,558		$	44,558
Machinery and equipment	7-15		3,299,582			3,171,901
Office equipment and furniture	7		137,696			135,160
Automobiles	5		745,712			745,712
			4,227,548			4,097,331
Less accumulated depreciation			(2,580,630	)		(2,283,305	)
Net property and equipment		$	1,646,918		$	1,814,026

Depreciation expense for the three and nine months ended September 30, 2010 and 2009 was $97,014, $113,250, $297,325 and $342,455, respectively.

Note 4 - Short-term Notes Payable

	September 30, 2010		December 31, 2009
Insurance note payable with interest at 4.99%, principal and interest due in monthly payments of $22,796 through May 1, 2011	$	159,570	$	103,219
	$	159,570	$	103,219

Note 5 - Long-term Debt

Long-term debt consisted of the following:

	September 30, 2010			December 31, 2009
Note payable to a bank, which allows Delta to borrow up to $2,000,000, due in monthly payments of interest only, with interest at prime floating rate, with the principal balance due in April 2011, secured by assets of Delta	$	1,433,527		$	1,369,907
Note payable due in monthly payments of $19,373, including interest at 6%, through March 2013, secured by assets of Delta		619,960			761,982
Note payable to a bank, due in monthly payments of $6,120, including interest at 8.25%, through August 9, 2012, secured by assets of Delta		124,323			174,990
Other secured notes with various terms		23,089			34,009
		2,200,899			2,340,888
Less current portion		(1,728,543	)		(1,639,807	)
	$	472,356		$	701,081

Principal repayment provisions of long-term debt are as follows at September 30, 2010:

2010	$	81,276
2011		1,720,863
2012		266,589
2013		132,171
Total	$	2,200,899

Note 6 - Concentration of Credit Risk

Trade accounts receivable subject Delta to the potential for credit risk with customers in the retail and distribution sectors. To reduce credit risk, Delta performs ongoing evaluations of its customers' financial condition but generally does not require collateral. As of and during the three months ended September 30, 2010, Delta had one customer that accounted for 25% of revenues, one customer that accounted for 20% of trade accounts receivable, and one customer that accounted for 12% of trade accounts receivable.

Note 7 - Income Taxes

Delta has loss carryforwards totaling $1,771,465 available at December 31, 2009 that may be offset against future taxable income. If not used, the carryforwards will expire as follows:

Operating Losses
Amount		Expires
$	208,763	2027
$	213,174	2028
$	1,349,528	2029

Note 8 - Commitments and Contingencies

Delta’s president and vice president entered into employment agreements that provide for an annual base salary of $150,000 each.

On July 23, 2008, Delta Seaboard Well Service, Inc., our wholly-owned subsidiary negotiated a settlement in the Fort Apache Energy, Inc. v. Delta Seaboard Well Service, Inc. lawsuit for $1,450,000. Delta partially recovered this loss through insurance as described below.

Delta Seaboard Well Service, Inc. v. Houstoun, Woodard, Eason, Gentle Tomforde and Anderson, Inc., D/B/A Insurance Alliance and Robert Holman (“Broker Lawsuit”). On February 19, 2010, Delta settled its claims in the Broker Lawsuit and received $700,000, which is included in other income for the three months ended September 30, 2010.

Delta is the recipient of a Texas Emissions Reduction Plan ("TERP") grant from the Texas Commission on Environmental Quality in the amount of $1,157,273, of which $781,728 has been recognized through December 31, 2008. For the nine months ended September 30, 2010, no TERP grant revenue has been recognized. TERP is a comprehensive set of incentive programs aimed at improving air quality in Texas. Through this grant, Delta’s rig engines are being replaced with engines certified to emit 25% less nitrogen oxide (“NOx”) than required under the current federal standard for the horsepower of the engines. The old engines must be destroyed or rendered permanently inoperable.

TERP grant recipients are required to monitor and track the total NOx emission reductions and cost-effectiveness. The grant contract includes provisions for the return of a prorated share of the grant if the NOx emission reductions originally projected are not achieved. Delta has not recorded any liabilities in connection with this matter because management has determined that return of any grant receipts is not likely. Based on the advice of the State of Texas authorities who administer the grant, the taxability of this grant has not been determined and the advice of the Internal Revenue Service has been inconsistent. Delta is still determining the effect this will have, but believes it will not materially affect Delta because of the tax loss carryforwards explained in Note 7.

Note 9 - Equity

On February 3, 2010, Hammonds and Delta Seaboard, a Texas corporation, completed a reverse merger. In connection with the reverse merger, Hammonds changed its name to Delta Seaboard International, Inc. Following the effective date of the Reverse Split (as defined in Note 1), Delta issued shares of common stock to the existing stockholders of Delta Seaboard as follows: (i) 22,186,572 post-Reverse Split shares in consideration for American’s 51% equity ownership of Delta Seaboard, and 10,000,000 post-Reverse Split shares in consideration for American converting $872,353 in principal and accrued interest of debt payable by Delta to American; (ii) a total of 21,316,510 shares to Robert W. Derrick, Jr., a newly appointed director of Delta as well as Delta Seaboard’s president and a director of American and Ron Burleigh, a newly-appointed director of Delta as well as Delta Seaboard’s vice president, in consideration for their 49% equity ownership of Delta Seaboard; and (iii) 9,607,843 post-Reverse Split shares in consideration for Messrs. Derrick and Burleigh extending their employment agreements for five years in addition to the balance of their current employment agreements. Following the Reverse Split and Reverse Merger, American owns 32,859,935 shares of Common Stock, representing 48.1% of Delta's total outstanding shares and Messrs. Derrick and Burleigh, the owners of the noncontrolling interest in Delta Seaboard, own 30,924,353 shares of common stock, representing 45.2% of Delta's total outstanding shares. All other stockholders of Delta own 4,557,962 shares of common stock, representing 6.7% of Delta's total 68,342,250 outstanding shares. As part of the Reverse Merger, Delta assumed $709,552 in liabilities from Hammonds, including $615,000 in preferred dividends payable in shares of Delta's common stock.

Additionally, during the three months ended September 30, 2010, a payable to American was forgiven and recorded as contributed capital in the amount of $42,131 for legal and audit fees incurred on behalf of Delta during the year ended December 31, 2009.

During the nine months ended September 30, 2010, Delta issued 200,000 restricted shares of common stock as stock-based compensation at a cost of $11,000. John W. Stump III and Richard C. Richardson, two former officers of Hammonds, each received 100,000 restricted shares of common stock in connection with a settlement and release agreement.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATION

As used in this Quarterly Report, the terms "we", "us", "our" and the "Company" means Delta Seaboard International, Inc., formerly Hammonds Industries, Inc., a Texas corporation, and its subsidiary, Delta Seaboard Well Service, Inc. (collectively, "Delta"). To the extent that we make any forward-looking statements in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this Quarterly Report, we emphasize that forward-looking statements involve risks and uncertainties and our actual results may differ materially from those expressed or implied by our forward-looking statements. Our forward-looking statements in this Quarterly Report reflect our current views about future events and are based on assumptions and are subject to risks and uncertainties. Generally, forward-looking statements include phrases with words such as "expect", "anticipate", "intend", "plan", "believe", "seek", "estimate" and similar expressions to identify forward-looking statements.

Overview

Delta, a Texas corporation, is a 48.1% owned subsidiary of American International Industries, Inc. ("American") (OTCBB: AMIN).

Results of Operations for Delta

Three and Nine Months Ended September 30, 2010 Compared to the Three and Nine Months ended September 30, 2009

During the three months ended September 30, 2010, Delta had revenues of $2,424,500, compared to $2,151,180 during the three-month period ended September 30, 2009, representing an increase of $273,320, or 12.7%. During the nine months ended September 30, 2010, Delta had revenues of $6,708,240, compared to $6,946,305 during the nine-month period ended September 30, 2009, representing a decrease of $238,065, or 3.4%. Rig service revenues decreased for the three and nine months ended September 30, 2010, compared to the same period in the prior year by $455,100 and $1,481,148, respectively. Rig service revenues have decreased due to major maintenance on two rigs during 2010. This was offset by an increase in pipe sales for the three and nine months ended September 30, 2010, compared to the same period in the prior year, of $728,420 and $1,243,083 respectively.

Operating expenses increased by $237,444, to $2,357,629 for the three months ended September 30, 2010, compared to operating expenses of $2,120,185 for the three months ended September 30, 2009. Operating expenses increased due to higher cost of sales associated with the increase in pipe sales. This was offset by lower general and administrative expenses associated with the decline in rig service revenues. Operating expenses increased by $736,949, to $8,146,553 for the nine months ended September 30, 2010, compared to operating expenses of $7,409,604 for the nine months ended September 30, 2009. Cost of sales for the nine months ended September 30, 2010 was $3,571,789, compared to $2,736,250 during the same period in the prior year, an increase of $835,539. The increase in cost of sales was due to the increase in pipe sales during the nine months ended September 30, 2010. General and administrative expenses were $4,574,764 for the nine months ended September 30, 2010, compared to $4,673,354 for the nine-month period ended September 30, 2009, a decrease of $98,590 from the prior period. General and administrative expenses include non-cash stock-based compensation of $858,790 primarily to the executive officers of Delta Seaboard in consideration for extending their employment agreements (as described in Note 1). This was offset significantly by lower operating expenses associated with the decline in rig service revenues.

Delta had operating income of $66,871 during the three months ended September 30, 2010, compared to $30,995 during the three months ended September 30, 2009, an increase of $35,876 from the prior period. Delta had an operating loss of $1,438,313 during the nine months ended September 30, 2010, compared to $463,299 during the nine months ended September 30, 2009, an increase of $975,014 from the prior period.

Other expenses during the three-month period ended September 30, 2010 were $23,092, compared to $55,643 during the same period in the prior year, a decrease of $32,551 from the prior period, primarily due to a decrease in interest expense of $31,591. Other income during the nine-month period ended September 30, 2010 was $690,078, compared to other expenses of $146,925 during the same period in the prior year, an increase in other income of $837,003 from the prior period. Other income increased for the nine months ended September 30, 2010 compared to the prior period, mainly due to the receipt of a $700,000 cash settlement for its claims in an insurance lawsuit (as described in greater detail in Note 8) and $76,710 for a bankruptcy settlement with one of Delta's customers.

Delta had net income of $42,894 for the three months ended September 30, 2010, compared to a net loss of $29,919 for the three months ended September 30, 2009, an increase in net income of $72,813 from the prior period. Delta had a net loss of $759,396 for the nine months ended September 30, 2010, compared to $627,171 for the nine months ended September 30, 2009, an increase in net loss of $312,225 from the prior period.

Liquidity and Capital Resources for Delta

As of September 30, 2010, Delta had total assets of $6,038,143, consisting primarily of $4,341,200 in current assets and $1,646,918 in property and equipment. Delta had $1,028,302 in accounts receivable and $2,493,473 in inventories as of September 30, 2010, which were included in current assets.

As of September 30, 2010, Delta had total liabilities of $3,763,420, of which $3,291,064 were current liabilities. As of September 30, 2010, Delta's current liabilities consisted of $1,402,951 in accounts payable and accrued dividends, $159,570 in short-term debt, and $1,728,543 in current installments of long-term debt.

Delta had working capital of $1,050,136 and total stockholders’ equity of $2,274,723 as of September 30, 2010.

Net cash provided by operating activities was $910,073 for the nine months ended September 30, 2010, which was derived from a net loss of $759,396, and offset primarily by stock-based compensation of $858,750, depreciation of $297,325, a decrease in accounts receivable of $252,236, and a decrease in inventories and deposits for pipe inventory purchases of $287,872. Net cash provided by operating activities for the nine months ended September 30, 2009 was $228,711, which was derived from a net loss of $627,171 and offset primarily by depreciation of $342,455 and a decrease in accounts receivable of $665,401. Prepaid expenses and other current assets increased by $85,750 and accounts payable decreased by $70,964.

Net cash used in investing activities for the nine-month period ended September 30, 2010 was $580,218, compared to $23,814 for the nine-month period ended September 30, 2009. Net cash used in investing activities for the nine months ended September 30, 2010 was for the purchase of property and equipment for $130,218 and a net investment in a certificate of deposit of $450,000. Net cash provided by investing activities for the nine months ended September 30, 2009 included proceeds from notes receivable of $94,030 offset by the purchase of property and equipment for $117,844.

Net cash used in financing activities during the nine months ended September 30, 2010 was $279,391, primarily due to principal payments on debt of $398,010 and repayment of loans from related parties of $120,000 and loans to related parties of $75,754, offset by borrowings under lines of credit of $63,620 and the issuance of short-term debt of $250,753. Net cash used in financing activities during the nine months ended September 30, 2009 was $217,412, primarily due to principal payments on debt of $562,063, offset by the issuance of short-term debt of $283,851, and loans from related parties of $70,000.

Off-Balance Sheet Arrangements

As of December 31, 2009 and September 30, 2010, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act of 1934.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable

ITEM 4T. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures. As of September 30, 2010, the Company's chief executive officer and chief financial officer conducted an evaluation regarding the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act. Based upon the evaluation of these controls and procedures, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to our management, including our principal executive and financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. 

Changes in internal controls. During the quarterly period covered by this report, no changes occurred in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There have been no updates to any legal proceedings previously disclosed.

ITEM 1A. RISK FACTORS

For the nine months ended September 30, 2010 there were no material changes from risk factors as disclosed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

The following documents are filed as exhibits to this report on Form 10-Q or incorporated by reference herein. Any document incorporated by reference is identified by a parenthetical reference to the SEC filing that included such document.

Exhibit No.	Description
31.1	Certification of CEO Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to the Sarbanes-Oxley Act of 2002
31.2	Certification of CFO Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to the Sarbanes-Oxley Act of 2002
32.1	Certification of CEO Pursuant to Section 906 of Sarbanes-Oxley Act of 2002
32.2	Certification of CFO Pursuant to Section 906 of Sarbanes-Oxley Act of 2002

SIGNATURES

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.

By /s/ Daniel Dror

Daniel Dror

Chief Executive Officer, President, and Chairman

November 15, 2010

By /s/ Sherry L. McKinzey

Sherry L. McKinzey

Director, Chief Financial Officer, and Vice-President

November 15, 2010