-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B24RfJYEY70NFJBA25UKT/ahGf24/lIazy+N1bbD7mUC9O9HWBOjc+KnSjBf+wrD 6ReLGskQZNL4dzb4+sjE1w== 0001144204-11-008248.txt : 20110214 0001144204-11-008248.hdr.sgml : 20110214 20110214141426 ACCESSION NUMBER: 0001144204-11-008248 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110214 DATE AS OF CHANGE: 20110214 GROUP MEMBERS: ADAM BENOWITZ GROUP MEMBERS: VISION OPPORTUNITY MASTER FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Delta Seaboard International, Inc. CENTRAL INDEX KEY: 0001300524 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 880225318 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82268 FILM NUMBER: 11605762 BUSINESS ADDRESS: STREET 1: 601 CIEN STREET, SUITE 235 CITY: KEMAH STATE: TX ZIP: 77565 BUSINESS PHONE: 281-334-9479 MAIL ADDRESS: STREET 1: 601 CIEN STREET, SUITE 235 CITY: KEMAH STATE: TX ZIP: 77565 FORMER COMPANY: FORMER CONFORMED NAME: Hammonds Industries, Inc. DATE OF NAME CHANGE: 20070515 FORMER COMPANY: FORMER CONFORMED NAME: International American Technologies, Inc. DATE OF NAME CHANGE: 20050310 FORMER COMPANY: FORMER CONFORMED NAME: Unlimited Coatings Corp. DATE OF NAME CHANGE: 20040813 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VISION CAPITAL ADVISORS, LLC CENTRAL INDEX KEY: 0001411962 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 20 WEST 55TH STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-849-8242 MAIL ADDRESS: STREET 1: 20 WEST 55TH STREET STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G/A 1 v211165_sc13ga.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*


Delta Seaboard International, Inc.
(Name of Issuer)

Common Stock, par value $0.0001
(Title of Class of Securities)

24779Y104
(CUSIP Number)

December 31, 2010
(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)


¨ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
Page 1 of 8

 
CUSIP No. 24779Y104
 

1.           Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)

Adam Benowitz

2.           Check the Appropriate Box if a Member of a Group (See Instructions)

(a)         ¨
(b)         ¨

3.           SEC Use Only

4.           Citizenship or Place of Organization

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
5.  SOLE VOTING POWER
0
6.  SHARED VOTING POWER
4,176,666
7.  SOLE DISPOSITIVE POWER
0
8.  SHARED DISPOSITIVE POWER
4,176,666

9.           Aggregate Amount Beneficially Owned by Each Reporting Person

4,176,666

10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨

11.           Percent of Class Represented by Amount in Row (9)

5.8%

12.           Type of Reporting Person (See Instructions)

IN
 
 
Page 2 of 8

 
CUSIP No. 24779Y104


1.           Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)

Vision Capital Advisors, LLC (formerly known as Vision Opportunity Capital Management, LLC)

2.           Check the Appropriate Box if a Member of a Group (See Instructions)

(a)         ¨
(b)         ¨

3.           SEC Use Only

4.           Citizenship or Place of Organization

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
5.  SOLE VOTING POWER
0
6.  SHARED VOTING POWER
4,176,666
7.  SOLE DISPOSITIVE POWER
0
8.  SHARED DISPOSITIVE POWER
4,176,666

9.           Aggregate Amount Beneficially Owned by Each Reporting Person

4,176,666

10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨

11.           Percent of Class Represented by Amount in Row (9)

5.8%

12.           Type of Reporting Person (See Instructions)

IA
 
 
Page 3 of 8

 
CUSIP No. 24779Y104


1.           Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)

Vision Opportunity Master Fund, Ltd.

2.           Check the Appropriate Box if a Member of a Group (See Instructions)

(a)         ¨
(b)         ¨

3.           SEC Use Only

4.           Citizenship or Place of Organization

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
5.  SOLE VOTING POWER
0
6.  SHARED VOTING POWER
4,176,666
7.  SOLE DISPOSITIVE POWER
0
8.  SHARED DISPOSITIVE POWER
4,176,666

9.           Aggregate Amount Beneficially Owned by Each Reporting Person

4,176,666

10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨

11.           Percent of Class Represented by Amount in Row (9)

5.8%

12.           Type of Reporting Person (See Instructions)

CO
 
 
 
Page 4 of 8

 
Item 1.

(a)           The name of the issuer is Delta Seaboard International, Inc. (the “Issuer”).

(b)
The principal executive offices of the Issuer are located at 601 Cien Street, Suite 235, Kemah, Texas 77565.

Item 2.

(a)
This statement (this “Statement”) is being filed by (i) Vision Opportunity Master Fund, Ltd., a Cayman Islands company (the “Fund”), (ii) Vision Capital Advisors, LLC, a Delaware limited liability company (formerly known as Vision Opportunity Capital Management, LLC) (the “Investment Manager”), which serves as the investment manager of the Fund, and (iii) Adam Benowitz, the managing member of the Investment Manager and a Director of the Fund (all of the foregoing, collectively, the “Reporting Persons”).  The Fund is a private investment vehicle formed for the purpose of investing and trading in a wide variety of securities and financial instruments.  The Fund directly owns all of the shares reported in this Statement.  Mr. Benowitz and the Investment Manager may be deemed to share with the Fund voting and dispositive power with respect to such shares.  Each Reporting Person disclaims beneficial ownership with respect to any shares other than those owned directly by such Reporting Person.

(b)
The principal business office of the Fund is:

c/o Ogier Fiduciary Services (Cayman) Limited
P.O. Box 1234
113  South Church Street
Queensgate House
Grand Cayman KY1-1108
Cayman Islands

The principal business office of each of the Investment Manager and Mr. Benowitz is:

20 West 55th Street, 5th Floor
New York, New York 10019
USA

(c)
For citizenship information see Item 4 of the cover page of each Reporting Person.

(d)
This Statement relates to the Common Stock, par value $0.0001 per share, of the Issuer (the “Common Stock”).

(e)
The CUSIP Number of the Common Stock is listed on the cover pages hereto.
 
 
 
Page 5 of 8

 
 
Item 3.  If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 
(a)
¨
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
 
(b)
¨
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
 
(c)
¨
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
 
(d)
¨
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
 
(e)
¨
An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
 
(f)
¨
An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);
 
(g)
¨
A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);
 
(h)
¨
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
(i)
¨
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
(j)
¨
Group, in accordance with 240.13d-1(b)(1)(ii)(J).

Not applicable.

Item 4.  Ownership.

As of December 31, 2010, the Master Fund (i) owned 407,040 shares of Common Stock, (ii) had the ability to acquire up to 3,769,626 shares of Common Stock within 60 days through the exercise or conversion of derivative securities, and thus (iii) beneficially owned 4,176,666 shares of Common Stock, representing 5.8% of all of the outstanding shares of Common Stock.

The foregoing percentage is based on 68,342,250 shares of Common Stock outstanding as of November 15, 2010, as reported in the Issuer's Quarterly Report on Form 10-Q filed on November 15, 2010.

Item 5.  Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  ¨

Not applicable.

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

Item 8.  Identification and Classification of Members of the Group.

Not applicable.

Item 9.  Notice of Dissolution of Group.

Not applicable.
 
 
Page 6 of 8

 
Item 10.  Certification.

(a)           Not applicable.

(b)
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
 
Page 7 of 8

 
 
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:    February 14, 2010

ADAM BENOWITZ
VISION CAPITAL ADVISORS, LLC
VISION OPPORTUNITY MASTER FUND, LTD.
 
 
By:  /s/ Adam Benowitz

Adam Benowitz, for himself, as Managing Member of
the Investment Manager and as a Director of the Fund
 
 
 
Page 8 of 8 




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