-----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, F3Bw7urRIa8nfs0H+Mi7ubUer34umNPdqOhqopDT+roa3a2LNnSTvJpkoD7dKhxq 5kXe/11Bfb81CVQNqcBe/g== 0001079973-08-000474.txt : 20080509 0001079973-08-000474.hdr.sgml : 20080509 20080509162612 ACCESSION NUMBER: 0001079973-08-000474 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20080331 FILED AS OF DATE: 20080509 DATE AS OF CHANGE: 20080509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DEL MAR INCOME PARTNERS LTD CENTRAL INDEX KEY: 0001272415 STANDARD INDUSTRIAL CLASSIFICATION: LESSORS OF REAL PROPERTY, NEC [6519] IRS NUMBER: 200478900 STATE OF INCORPORATION: MD FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 333-118092 FILM NUMBER: 08818779 MAIL ADDRESS: STREET 1: 222 MILWAUKEE ST STE 304 CITY: DENVER STATE: CO ZIP: 80206 10QSB 1 delmar_10qsb-033108.txt FORM 10-QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended: March 31, 2008 Commission File No. 333-118092 DEL MAR INCOME PARTNERS, LTD. ----------------------------- (Exact name of registrant as specified in governing instruments) MARYLAND -------- (State or other jurisdiction of incorporation or organization) 20-0478900 ---------- (I.R.S. Employer Identification No.) 222 Milwaukee Street, Suite 304 Denver, Colorado 80206 303-329-3479 ------------ (Address, including zip code, and telephone number of principal executive offices) Check whether the issuer (1) filed all report required to be filed within Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: [X] Yes [ ] No State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: We had 201,662 shares of our common stock outstanding as of April 30, 2008. Transitional Small Business Disclosure Format (check one): [ ] Yes [X] No DEL MAR INCOME PARTNERS, LTD. INDEX PART I -- FINANCIAL INFORMATION Item 1. Financial Statements 1 Balance Sheets - March 31, 2008 (unaudited) and December 31, 2007 2 Statement of Operations - for the three months ended March 31, 2008 and 2007 (unaudited) 3 Statements of Cash Flows - for the three months ended March 31, 2008 and 2007 (unaudited) 4 Notes to Financial Statements (unaudited) - March 31, 2008 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 Item 3. Controls and Procedures 11 PART II OTHER INFORMATION Item 1. Legal Proceedings 12 Item 6. Exhibits 12 SIGNATURES 13 PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements DEL MAR INCOME PARTNERS, LTD. BALANCE SHEETS ASSETS March 31, December 31, 2008 2007 (Unaudited) (See Note 1) --------- ---------- Current assets: Cash and cash equivalents $ 192,496 $ 363,299 Accrued interest receivable 1,873 1,933 Notes receivable, current, net of deferred income of $33,430 183,142 182,496 --------- ---------- Total current assets 377,511 547,728 Notes receivable, net of allowance 202,314 210,526 --------- ---------- Total assets $ 579,825 $ 758,254 ========= ========== LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Accounts payable $ 8,401 $ 7,782 Accrued expenses 7,500 6,325 Accounts payable, related parties 57,967 57,967 Declared distribution - 175,446 --------- ---------- Total liabilities (all current) 73,868 247,520 Shareholders' equity: Common stock, $0.001 par value; authorized 25,000,000 shares; 201,662 shares issued and outstanding 202 202 Additional paid-in capital 661,396 661,396 Accumulated (deficit) (155,641) (150,864) --------- ---------- Total shareholders' equity 505,957 510,734 --------- ---------- Total liabilities and shareholders' equity $ 579,825 $ 758,254 ========= ==========
The accompanying notes are an integral part of these financial statements. 2 DEL MAR INCOME PARTNERS, LTD. STATEMENTS OF OPERATIONS (Unaudited) For the three For the three months ended months ended March 31, March 31, 2008 2007 ------------- ------------- Income: Interest income $ 6,369 $ 25,632 Origination fee - 6,373 Other income - 274 ------------- ------------- 6,369 32,279 ------------- ------------- Expenses: Legal and accounting 5,012 9,306 Settlement 7,500 - Professional fees 325 135 Management fees - 16,606 Other 324 424 ------------- ------------- 13,161 26,471 ------------- ------------- Income (loss) from continuing operations $ (6,792) $ 5,808 ------------- ------------- Discontinued Operations: Income (loss) from discontinued operations $ 2,015 $ (17,502) ------------- ------------- Net (loss) $ (4,777) $ (11,694) ============= ============= Net income (loss) per share: Continued operations (0.03) 0.03 Discontinued operations 0.01 (0.09) ------------- ------------- $ (0.02) $ (0.06) ============= ============= Weighted average shares of common common stock outstanding $ 201,662 $ 201,662 ============= ============= The accompanying notes are an integral part of these financial statements. 3 DEL MAR INCOME PARTNERS, LTD. STATEMENTS OF CASH FLOWS (Unadited) For the three For the three months ended months ended March 31, March 31, 2008 2007 ------------ ------------ Cash Flows From (Used in): Operating Activities of Continued Operations: Net (loss) $ (4,777) $ (11,694) Less: Income (loss) from discontinued Operations 2,015 (17,502) ------------ ------------ Net Income (loss) from Continuing operations (6,792) 5,808 Adjustments to reconcile net income (loss) from continuing operations to net cash used in operating activities of continuing operations: Decrease in accrued interest receivable 60 1,954 (Decrease) in deferred income -- (6,373) Decrease in prepaids 312 Increase in accounts payable 1,794 17,784 ------------ ------------ Net Cash provided by (used in) operating activities of continuing operations (4,938) 19,485 ------------ ------------ Cash flow from (Used in): Investing activities of Continuing Operations: Repayments of notes receivable 7,566 (17,710) ------------ ------------ Net cash provided by (used in) investing activities of continuing operations 7,566 (17,710) ------------ ------------ Cash flow from (Used in): Financing activities of Continuing Operations: Return of capital (175,446) -- ------------ ------------ Net Cash (used in) financing activities of Continuing operations (175,446) -- ------------ ------------ Discontinued operations: Investing Activities of Discontinued Operations 2,015 (17,502) ------------ ------------ Net Cash provided by (used in) discontinued Operations 2,015 (17,502) Net (Decrease) in cash and cash equivalents (170,803) (15,727) Cash at beginning of period 363,299 103,073 ------------ ------------ Cash at end of period $ 192,496 $ 87,346 ============ ============ Interest paid $ -- $ -- ============ ============ Income taxes paid $ -- $ -- ============ ============ The accompanying notes are an integral part of these financial statements. 4 DEL MAR INCOME PARTNERS, INC. NOTES TO FINANCIAL STATEMENTS March 31, 2008 (UNAUDITED) 1. Unaudited Statements The Balance Sheet as of March 31, 2008, the Statements of Operations and the Statements of Cash Flows for the three month period ended March 31, 2008 and 2007, have been prepared by the company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and changes in financial position at March 31, 2008, and for all periods presented, have been made. It is suggested that these statements be read in conjunction with the Company's audited financial statements and the accompanying notes for the year ended December 31, 2007, included in the Company's Report on Form 10-KSB, filed with the Securities and Exchange Commission. 2. Notes Receivable As of March 31, 2008, the Company had notes receivable totaling $448,886, less allowance for bad debt of $30,000 and less deferred income of $33,430 related to notes receivable, for a net receivable of $385,456. A summary of mortgage loans outstanding is as follows:
Principal Interest Interest Amount of Income Income Final Carrying Loan Included Excluded Maturity Periodic Face Amount of Subject in Net from Net Interest Date Payment Prior Amount of Mortgage to Income Income Description Rate Terms Liens Mortgage Delinquent for Three for Three Principal Months months or Ended Ended Interest 03/31/08 03/31/08 Note collateralized by a commercial Prime Monthly loan 1st deed of plus interest trust 8.875% 08/01/06 payments None 135,500 135,500 135,500 0 7,150 Note collateralized by a commercial Prime Monthly loan 1st deed of plus interest trust 8.875% 02/01/07 payments None 135,000 120,915 None 4,181 0 Note collateralized Prime by personal plus signatures 8.875% 02/01/07 None 7,745 7,745 0 0 0
5
Note collateralized Monthly by a 1st deed of principal & trust interest payments 9.75% 09/01/08 None 62,313 61,726 0 1,506 0 Note collateralized by a mortgage loan Monthly 1st deed of trust interest 8.81% 06/01/08 payments None 123,000 123,000 123,000 0 2,708 Total $463,558 $448,886 $258,500 $5,687 $9,858 Less Allowance for Bad Debt (30,000) Less Deferred Income (33,430) -------- 385,456 Current (183,142) -------- Net of Current 202,314
In addition to the $5,687 interest income received on notes receivable, the Company also received $682 interest income from its interest bearing bank accounts, totaling $6,369 interest income for the three months ended March 31, 2008. The first loan is in default and in litigation. The Company entered into an arrangement with the parties whereby the Company would receive $105,000 in cash and an uncollateralized note receivable totaling $30,000. The Company has set up an allowance for bad debt of $30,000 due to the uncertainty of collection and the lack of collateral, resulting in a net balance receivable of $105,500. The Company is receiving monthly payments from the bankruptcy court on its notes receivable balances of $120,915 and $7,745. The debtor's Chapter 13 plan was confirmed on October 13, 2007, and provides for payment in full of the Company's note receivable balance, plus interest at 9.5% over a 60 month period. Full payment is expected and payments are current at March 31, 2008. Management believes that the collateral is sufficient for the balance receivable. The $123,000 loan is in default. The borrower has been notified of the default and is working to cure the default. The Company has not provided for an allowance for bad debt as management believes that the collateral is sufficient for the balance receivable. The Company's note receivable balance of $61,726 was current as of March 31, 2008, and management believes that the collateral is sufficient for the balance receivable. 3. Origination Fee Income Origination fees are amortized over the life of the loans. As of March 31, 2008, the Company had deferred income relating to notes receivable totaling $33,430, and recognized $0 and $6,373 in origination fee income during the three months ended March 31, 2008 and 2007, respectively. 6 4. Litigation During the year ended December 2006, the Company was named as defendant in a lawsuit relating to its note receivable in the current amount of $135,500 less allowance for bad debt of $30,000. The title insurance company is defending the lawsuit. During 2007, the Company entered into an arrangement with the other parties, whereby the Company would receive $105,000 in cash, and receive an uncollateralized note receivable for $30,000. Due to the uncertainty of collection and lack of collateral, the Company has provided a $30,000 allowance for bad debt at December 31, 2007. 5. Real Estate Owned and Discontinued Operations The Company's policy with respect to the carrying value of property acquired through foreclosure or property considered in-substance to be foreclosed is to carry such property at the lower of cost or market. Cost is to be determined based on the amounts loaned on the property plus the foreclosure costs. Market is determined based on the current sale prices of comparable property, net of estimated selling costs. Disposals of individual real estate properties are accounted for as discontinued operations. At March 31, 2008, the Company had no investments in real estate held for sale. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Introduction We were organized in November 2003. We made nine sets of mortgage loans through March 31, 2008. Our first set of loans was made in May 2004. Each of these loans was secured by a first mortgage on a single-family residence located in St. Joseph, Missouri. The terms of the loans were set forth in four promissory notes, each of which provides for a maturity date in November 2004 (six months after the loans were made). The borrowers attempted to refinance the loan and to sell the properties, but were unsuccessful in those efforts. Both of the borrowers filed for bankruptcy, which delayed our collection efforts. In December 2005 we were granted the right to proceed with foreclosure by the bankruptcy court, and in January 2006 the borrowers conveyed the properties to us in lieu of foreclosure. We agreed not to make further claims against the borrowers. As of September 30, 2006, we have sold two of the properties and are attempting to sell the remaining two properties. The borrowers have provided us with copies of appraisals dated April 11, 2005, which were prepared by a local appraiser in connection with the borrowers' efforts to refinance the loan. The appraiser has estimated the aggregate market value of the four houses to be $270,000, which is greater than the $221,112 principal amount of the loan. However, there is no assurance that the properties can be resold for the appraised value and any sale will involve commissions and other expenses of sale. We set up an allowance of $50,900 on our balance sheet at December 31, 2005 to cover anticipated holding and selling costs. The allowance consists of the following estimated amounts: $4,000 for insurance costs; $2,000 for property taxes; $24,900 for closing costs of sale, including brokerage commissions and title work; $6,000 for legal fees; $6,000 for maintenance; and $8,000 for holding and miscellaneous costs. In July 2006, two of the St. Joseph, Missouri properties were sold. In the case of one of the sales, we carried back the loan. The promissory note provides for interest at 9.875% for two years with a balloon payment of all principal and accrued interest due on September 1, 2008. This loan is current. The original principal balance of the loan was $62,313 and as of March 31, 2007 the principal balance due is $62,107. 7 The remaining two residences in St. Joseph, Missouri were sold June 1, 2007 for $123,000. We carried back the loan for one year at 8.81% per annum, payable in 9 monthly payments commencing on September 1, 2007 and a final payment in the approximate amount of $123,000 due June 1, 2008. This loan is currently in default. In December 2004, we made two other loans. One loan for $62,000 was secured by a first mortgage on a single-family residence located in Carrier, Mississippi. The other loan was for $35,000 and was secured by a first mortgage on a single-family residence located in Milwaukee, Wisconsin. The promissory notes for both loans provided for interest equal to the prime rate as published in The Wall Street Journal plus 9.875%, but not less than 14.875%. Payments of interest only were due monthly on the Wisconsin loan and payments of interest and $500 of principal were due monthly on the Mississippi loan. Both notes provided for maturity in December 2005. Installment payments due on both loans were made as required in January, February and March 2005. However, no monthly payments were received on the Mississippi loan after March 2005 due to problems between the co-borrowers. As a result of Hurricane Katrina, the Mississippi property suffered some damage. The damage to the property was not extensive, the borrowers sold the property, and they paid the loan in full in November 2005. The Wisconsin loan was paid in full in July 2005. In May 2005, we made a loan for $70,000, which was secured by a first mortgage on a single-family residence located in McCord Ville, Indiana. The promissory note for this loan provided for interest equal to the prime rate as published in The Wall Street Journal plus 7.875%, but not less than 13.875%. Payments of interest and $1,000 of principal were due monthly until the maturity on November 1, 2005. This loan was paid in full in October 2005. We made two loans in August 2005. Each of the two loans is in the principal amount of $135,000, and provides for interest at prime plus 8.875%, but not less than 14%. The loan that is secured by property in Elkhart, Indiana provides for monthly payments of interest and $1,500 of principal and is due August 1, 2006. This loan is currently in default and the property is the subject of litigation. We plan to commence foreclosure proceedings. The loan that is secured by property in Asheboro, North Carolina provides for monthly payments of interest only with a balloon payment of all principal and accrued interest due on September 1, 2006. We extended the maturity date to February 1, 2007, but the borrower failed to pay at maturity. The loan was in default and we pursued foreclosure proceedings. The borrower filed bankruptcy (reorganization). In the reorganization plan, the Borrower agreed then to monthly payments to move toward total repayment of the loan. The Trustee is making monthly payments to us of at least $3,900. In April 2006, we made a loan for $110,000, which was secured by a first mortgage on a restaurant located in Leadville, Colorado. The promissory note for this loan provides for interest equal to the prime rate as published in The Wall Street Journal plus 6.125%, but not less than 13.875%. Payments are $2,000 monthly and represent interest at the applicable rate, with the remaining applied towards principal until maturity on May 1, 2007. The borrower defaulted, and in December 2006 we entered into an agreement for deed in lieu of foreclosure in which the borrower conveyed to us all of his interest in the property. The property was sold July 27, 2007 for $195,000. We carried back a $175,500 loan for three (3) months at 11.4% per annum. This loan was paid in full in December 2007. In November 2006, we made a loan for $99,000, which is secured by a first mortgage on a Single-family home located in Slidell, Louisiana. The promissory note for this loan provides for interest equal to the prime rate as published in The Wall Street Journal plus 6.625%, but not less than 14.875%. This loan has been paid in full. 8 Our Manager, Port Funding, conducts our day-to-day operations pursuant to a management agreement. Port Funding will be responsible for expenses of operations, including rent and salaries. We will be responsible for expenses related to operation as a separate publicly-held corporation, including the legal and accounting expense incurred in connection with the filing of periodic reports with the SEC pursuant to the Exchange Act and expenses associated with qualifying and maintaining REIT status and stockholder matters, including transfer agent fees and expenses. Comparison of the Three Month Periods Ended March 31, 2008 and March 31, 2007. - -------------------------------------------------------------------------------- Income for the three months ended March 31, 2008 totaled $6,369, a $25,910 or 407% percent decrease over the comparable period in 2007. Income primarily consisted of interest income for the period ended March 31, 2008 and 2007. Expenses for the three months ended March 31, 2008 totaled $13,161, a $13,310 or 101% decrease from the comparable period in 2007. Liquidity and Capital Resources - ------------------------------- At March 31, 2008, we had current assets of $377,511 and current liabilities of $73,868, resulting in working capital of $303,643. We have no long-term debt. Because our Manager, Port Funding, will be responsible for our operating expenses, including expenses relating to servicing our mortgage loans, we believe that our current working capital will be sufficient to satisfy our other cash requirements for the next 12 months. Port Funding will receive compensation solely from amounts received from our borrowers. We have a management agreement with Port Funding that provides that origination fees up to 8% of the loan balance and 50% of the excess will be paid to Port Funding. We will also pay Port Funding a fee of 50% of the interest received on our loans in excess of the prime rate (as adjusted from time to time) plus 500 basis points. Port Funding will also receive 50% of all default interest, penalties, net foreclosure proceeds and equity participations. Any amounts that Port Funding receives from our borrowers decreases the amount that we will receive from our borrowers. In August 2004, we completed a private placement of our common stock at $6.25 per share. The price per share was determined arbitrarily by our Board and does not necessarily have any relationship to our book value, operating results or any recognized standard of value. We did not obtain a contemporaneous valuation by an unrelated valuation specialist in connection with our private placement at $6.25 per share. We plan to obtain additional funding, from time to time, through additional offerings, which may consist of common stock, investment notes, and other securities. 9 Critical Accounting Policies - ---------------------------- Notes Receivable - ---------------- We account for notes receivable at origination as held in our portfolio and carry the notes at the lower of aggregate cost or market value. Due to our high risk lending activities, interest is accrued monthly on notes receivable as earned. Interest is reversed if a loan becomes past due 59 days or more and subsequently recognized on a cash basis if and when remitted by the borrower. We will maintain a valuation account for certain loans that are in default, have significant collateral deficiencies or have other attributes that reduce their collectibility potential. The valuation account is netted against notes receivable. Revenue Recognition - ------------------- Loan origination fees and other lender fees received by us are deferred and recognized as income over the life of the loan. Interest is accrued monthly on notes receivable as earned. Interest is reversed if a loan becomes past due 59 days or more and subsequently recognized on a cash basis if and when remitted by the borrower. Fair Value of Financial Instruments - ----------------------------------- Our financial instruments include cash and cash equivalents. Book value of these financial instruments is representative of their fair value. Income Taxes - ------------ We record deferred taxes in accordance with Statement of Financial Accounting Standards (SFAS) 109, "Accounting for Income Taxes." The statement requires recognition of deferred tax assets and liabilities for temporary differences between the tax bases of assets and liabilities and the amounts at which they are carried in the financial statements, the effect of net operating losses, based upon the enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. Concentration of Credit Risk - ---------------------------- Financial instruments, which potentially subject us to concentrations of credit risks, consist primarily of cash and cash equivalents and notes receivable. Our material concentration of credit risk consists principally of investments in mortgage loans. Our investments in mortgage loans are collateralized principally by first deeds of trust on real estate. At March 31, 2008, we had four mortgage loans receivable from four individuals totaling approximately $448,886. As of March 31, 2008, the $123,000 St. Joseph, Missouri note and the $135,500 South Bend, Indiana note are in default. The weighted average interest rate on mortgagee notes receivable is approximately 10.5% per annum. 10 Other financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents. At December 31, 2007 and March 31, 2008, the Company had approximately $228,000 and $57,000, respectively, in cash or cash equivalents in financial institutions in excess of amounts insured by agencies of the U.S. Government. Market Risks - ------------ We are involved in the real estate mortgage market. Changes in interest rates or other market conditions within the real estate mortgage market may have a significant effect on the volume and profitability of our business. Management Fees - --------------- We have entered into an agreement with Port Funding to manage our day-to-day operations, including originating loans through our account and providing personnel and office space in exchange for a management fee. Management fees related to origination fees are paid as collected, and deferred and expensed over the life of the loans according to SFAS 91, "Accounting for Nonrefundable Fees and Costs Negotiated with Originating or Acquiring Loans and Indirect Costs of Leases." Management fees related to interest are expensed as the interest income is recognized. Item 3. Controls and Procedures (a) Evaluation of disclosure controls and procedures. (b) Our principal executive officer and our principal financial officer, based on their evaluation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Report on Form 10-QSB, have concluded that our disclosure controls and procedures are effective for ensuring that information required to be disclosed by us in the report that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time period specified in the SEC's rules and forms. (c) Changes in Internal Controls. There were no changes in our internal control over financial reporting that occurred during our fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 11 PART II Other Information Item 1. Legal Proceedings In March 2006, an action was commenced against us in the Elkhardt, Indiana Superior Court to quiet the title of the real estate, which serves as collateral for a mortgage loan made by us to the owner of the property. The suit was commenced by the former owner of the property who alleged that his contract of sale of the real estate to the current owner (and our borrower) was breached. During the year ended December 2006, the Company was named as defendant in a lawsuit relating to its note receivable in the current amount of $135,500 less allowance for bad debt of $30,000. The title insurance company is defending the lawsuit. During 2007, the Company entered into an arrangement with the other parties, whereby the Company would receive $105,000 in cash, and receive an uncollateralized note receivable for $30,000. Due to the uncertainty of collection and lack of collateral, the Company has provided a $30,000 allowance for bad debt at December 31, 2007. Item 6. Exhibits (a) 31.1 Certification of the principal executive officer pursuant to Rule 13a - 14(a). (b) 31.2 Certification of the principal financial officer pursuant to Rule 13a - 14(a). (c) 32.1 Section 1350 Certification. 12 SIGNATURES Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Del Mar Income Partners, Ltd. Date: May 9, 2008 By: /s/ Stephen D. Replin --------------------- Name: Stephen D. Replin Title: President and Chief Executive Officer Date: May 9, 2008 By: /s/ Wanda E. Wages ------------------ Name: Wanda E. Wages Title: Secretary and Treasurer 13 EX-31.1 2 delmar_10qsb-ex311.txt EXHIBIT 31.1 EXHIBIT 31.1 SECTION 302 CERTIFICATION I, Stephen D. Replin, certify that: (1) I have reviewed this Form 10-QSB for the quarter ended March 31, 2008 of Del Mar Income Partners, Ltd.; (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; (3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; (4) Del Mar Income Partners, Ltd.'s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for Del Mar Income Partners, Ltd. and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Del Mar Income Partners, Ltd., including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Evaluated the effectiveness of Del Mar Income Partners, Ltd.'s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in Del Mar Income Partners, Ltd.'s internal control over financial reporting that occurred during Del Mar Income Partners, Ltd.'s most recent fiscal quarter (Del Mar Income Partners, Ltd.'s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, Del Mar Income Partners, Ltd.'s internal control over financial reporting; and (5) Del Mar Income Partners, Ltd.'s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of Del Mar Income Partners, Ltd.'s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Del Mar Income Partners, Ltd.'s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in Del Mar Income Partners, Ltd.'s internal control over financial reporting. Date: May 9, 2008 /s/ Stephen D. Replin --------------------------------------- Name: Stephen D. Replin Title: President and Chief Executive Officer EX-31.2 3 delmar_10qsb-ex312.txt EXHIBIT 31.2 EXHIBIT 31.2 SECTIONS 302 CERTIFICATION I, Wanda E. Wages, certify that: (1) I have reviewed this Form 10-QSB for the quarter ended March 31, 2008 of Del Mar Income Partners, Ltd.; (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; (3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; (4) Del Mar Income Partners, Ltd.'s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for Del Mar Income Partners, Ltd. and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Del Mar Income Partners, Ltd., including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Evaluated the effectiveness of Del Mar Income Partners, Ltd.'s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in Del Mar Income Partners, Ltd.'s internal control over financial reporting that occurred during Del Mar Income Partners, Ltd.'s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, Del Mar Income Partners, Ltd.'s internal control over financial reporting; and (5) Del Mar Income Partners, Ltd.'s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to Del Mar Income Partners, Ltd.'s auditors and the audit committee of Del Mar Income Partners, Ltd.'s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Del Mar Income Partners, Ltd.'s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in Del Mar Income Partners, Ltd.'s internal control over financial reporting. Date: May 9, 2008 /s/ Wanda E. Wages ----------------------------- Wanda E. Wages, Secretary and Treasurer (Principal Financial Officer) EX-32.1 4 delmar_10qsb-ex321.txt EXHIBIT 32.1 EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Report on Form 10-QSB (the "Report") of Del Mar Income Partners, Ltd. (the "Company") for the quarter ended March 31, 2008, each of the undersigned, Stephen D. Replin, the Chief Executive Officer of the Company, and Wanda E. Wages, the Secretary and Treasurer of the Company, each hereby certifies that, to the best of her/his knowledge: 1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: May 9, 2008 /s/ Stephen D. Replin /s/ Wanda E. Wages - --------------------- ----------------- Stephen D. Replin Wanda E. Wages Chief Executive Officer Secretary and Treasurer (Principal Executive Officer) (Principal Financial Officer) -----END PRIVACY-ENHANCED MESSAGE-----