U.S.
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM
10-K (Mark One) o
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For
Fiscal Year Ended: _______________________________ OR x
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the transition period from January 1, 2010 to September 30,
2010 Commission
file number:  333-130197 DELTRON, INC.(Exact
name of registrant as specified in its charter)Nevada

86-1147933(State or other jurisdiction of incorporation or
organization)

(IRS Employer Identification No.)11377 Markon
Drive
Garden Grove,
CA 92841(Address of principal executive
offices) Registrant's telephone number:
 (714) 891-1795 Securities registered under
Section 12(b) of the Act:  None Securities registered under
Section 12(g) of the Act:  None Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o  No x Indicate by
check mark if the registrant is not required to file reports pursuant to Section
13 or 15(d) of the Exchange Act.  Yes x  No o Indicate by
check mark whether the registrant (1) has filed all reports required to be filed
by 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.
 Yes x  No o 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  x Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company.  See the definitions
of the large accelerated filer, accelerate filer, non-accelerated filer,
and smaller reporting company in Rule 12b-2 of the Exchange Act.
  (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 As of December 30, 2010, there
were 758,478,980 shares of the registrant's common stock, par value $0.001,
issued and outstanding (includes 123,978,980 to be issued).  Of these,
421,457,980 shares were held by non-affiliates of the registrant.  The
market value of securities held by non-affiliates was $8,429,159.60 based on the
closing price of the Companys common stock as of March 31, 2010.    DOCUMENTS INCORPORATED BY
REFERENCE If the following documents are incorporated by reference,
briefly describe them and identify the part of the Form 10-K (e.g., Part I, Part
II, etc.) into which the document is incorporated:  (1) any annual
report to security holders; (2) any proxy or information statement; and
(3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities
Act of 1933, as amended (Securities Act).Not Applicable.   2


TABLE
OF CONTENTS  Item
Number and Caption Page  PART
I 4 CAUTIONARY
STATEMENTS REGARDING FORWARD-LOOKING INFORMATION 4 ITEM
1.  BUSINESS 5 ITEM
1A. RISK
FACTORS 9 ITEM
1B. UNRESOLVED
STAFF COMMENTS 9 ITEM
2. PROPERTIES 9 ITEM
3. LEGAL
PROCEEDINGS 9 ITEM
4. SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS 9 PART
II 10 ITEM
5. MARKET
FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES
OF EQUITY SECURITIES10 ITEM
6. SELECTED
FINANCIAL DATA 10 ITEM
7. MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS11 ITEM
8.  FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA 17 ITEM
9. CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE17 ITEM
9A. CONTROLS
AND PROCEDURES 17 ITEM
9B. OTHER
INFORMATION 18 PART
III 19 ITEM
10. DIRECTORS,
EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE 19 ITEM
11. EXECUTIVE
COMPENSATION 20 ITEM
12. SECURITY
OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS22 ITEM
13. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE24 ITEM
14. PRINCIPAL
ACCOUNTANT FEES AND SERVICES 26 PART
IV 28 ITEM
15. EXHIBITS,
FINANCIAL STATEMENT
SCHEDULES 28


3


EXPLANATORY NOTE On
May 26, 2010, Deltron, Inc. (Deltron or the Company) acquired all of the
assets and liabilities of Blu Vu Deep Oil & Gas Exploration, Inc. (Blu Vu)
including its ownership of 100% of the outstanding stock of Elasco, Inc.
(Elasco) by issuance of 123,978,980 restricted common shares of its stock.
 The acquisition of Blu Vus assets and Elasco, Inc. by Deltron has been
accounted for as a reverse recapitalization.  The reverse recapitalization
is the acquisition of a private operating company into a non-operating shell
corporation with nominal net assets and is treated as a capital transaction,
rather than a business combination.  For accounting and Securities and
Exchange Commission (SEC) reporting purposes, Elasco is deemed to be the
acquirer and continuing reporting entity.  On August 13, 2010, the Company adopted the fiscal
year end of the former shell company, Deltron, of September 30.  Because
Elasco is considered the accounting acquirer and the predecessor entity for SEC
reporting purposes in the acquisition, this change in fiscal year end is deemed
to be a change in Elascos fiscal year end and this Transition Report on Form
10-K covering the transition period from January 1, 2010, (the day after the end
of Elascos previous fiscal year) to September 30, 2010 (the end of our new
fiscal year) is being filed as required by applicable SEC rules.  Certain
information responsive to items of this 10-K is incorporated herein by reference
to either: · The
Registrants Form 8-K filed on May 28, 2010 · The
Registrants Form 8-K/A filed on August 13, 2010 · The
Registrants Form S-8 filed on November 9, 2010  PART I   CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING
INFORMATION Except for
historical information, this report contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934.  Such forward-looking statements involve
risks and uncertainties, including, among other things, statements regarding our
business strategy, future revenues and anticipated costs and expenses.
 Such forward-looking statements include, among others, those statements
including the words expects, anticipates, intends, believes and similar
language.  Our actual results may differ significantly from those projected
in the forward-looking statements.  Factors that might cause or contribute
to such differences include, but are not limited to, those discussed in the
sections Business, Risk Factors and Managements Discussion and Analysis of
Financial Condition and Results of Operations.  You should carefully
review the risks described in this Annual Report and in other documents we file
from time to time with the Securities and Exchange Commission.  You are
cautioned not to place undue reliance on the forward-looking statements, which
speak only as of the date of this report.  We undertake no obligation to
publicly release any revisions to the forward-looking statements or reflect
events or circumstances after the date of this document.  Although we
believe that the expectations reflected in these forward-looking statements are
based on reasonable assumptions, there are a number of risks and uncertainties
that could cause actual results to differ materially from such forward-looking
statements.  All references in
this Form 10-K to the Company, Deltron, we, us or our are to Deltron,
Inc.


4


ITEM
1.  BUSINESS  Business Development  Deltron, Inc. (Deltron or the Company) was incorporated in the
State of Nevada on September 14, 2005.  Deltron is a public company
currently listed on the over-the-counter (OTC) exchange under the symbol DTRO.
 It was formed as a land development company that intended to construct
rental housing units in Costa Rica.  It decided prior to the end of the
fiscal year ended September 30, 2009, to redirect the business focus towards
identifying and pursuing options regarding the development of a new business
plan and direction.  On
May 26, 2010, the Company entered into an Asset Purchase Agreement with Blu Vu
Deep Oil & Gas Exploration (Blu Vu) under which Deltron has acquired all
of the assets of Blu Vu, including, but not limited to, all of the stock of Blu
Vus subsidiary, Elasco, Inc. (Elasco), in exchange for 123,978,980 shares of restricted common stock of
Deltron.  Blu Vu,
originally formed in June of 2008, is a technology company focused on the
development of deep-sea exploration breathing technology for the oil and gas
industries; as well as for use in fire and rescue, mining, hazardous materials
industries, and recreational diving.  Under the technical guidance of
internationally renowned deep-sea diver, Dr. Jeffrey Bozanic, the Company
expects to manufacture and mass market proprietary breathing equipment developed
specifically for the oil & gas, mining, military, and safety industries, as
well as the emerging market of recreational divers.  Under the terms of the
Agreement, Deltron acquired all of the assets associated with the operation of
Blu Vus business.  On
March 24, 2009, Blu Vu acquired Elasco, an engineered plastics and polyurethane
molding company with a production facility in Southern California.  Elasco
is a leader in polyurethane and plastics technologies.  Elasco has been in
business since 1979 producing a variety of recreational and industrial products
used in dynamic applications made mainly from polyurethane.  The Company
also has injection molding capability of reinforced and non-reinforced plastics,
and produces many parts for its internal use as component parts in various
assemblies.  In what is currently a fragmented market, Elasco and Deltron
expect to fill the need for improved, safer and more efficient breathing
technology.  This acquisition of Elasco is intended to allow Deltron to
manufacture its proprietary rebreather technologies, as well as provide new
synergies among future acquired companies that may develop, allowing for greater
cost effectiveness, thus further enhancing each individual companys
strengths.  The
molded polyurethane products segment that Elasco operates in is an industry that
is extremely fragmented.  Most companies operate in niche markets providing
very specific products to their customer base.  The majority of these
companies use a lesser amount of automation than Elasco does.  They also
have significantly higher raw material costs because they typically purchase
premixed packages through sources that significantly mark-up the price of the
base materials.  Elasco has a vertically integrated production facility
that enables it to purchase raw materials at a significant discount from the
typical price of premixed products.  Additionally, Deltron intends to seek complementary businesses to
enhance its growth by acquiring companies with historically profitable results,
strong balance sheets, high profit margins, and solid management teams in place.
 Under the assumption of finding appropriate target companies, Deltron
expects to fulfill its strategic growth plan with additional acquisitions during
each of the next several years.


5


PRODUCTS  Rebreather Systems  Normal scuba is an open circuit system.  Combining a
high-pressure cylinder and a demand regulator, a diver inhales gas at ambient
pressure, uses a little of the oxygen in the gas, and then exhales.  When
the diver exhales the gas, it bubbles to the surface, carrying as much as 98% of
the original oxygen it contained.  The open circuit comes from the fact
that the exhaled gas is released on every breath.  The
advantage that a rebreather has over normal scuba system is that it
recirculates the gas a diver is breathing, allowing the diver to breath from the
same gas over and over again, after removing the carbon dioxide generated by
human metabolism.  Rebreathers provide gas to the diver in an optimal mix
for the depth at which they are diving.  The system adds oxygen and other
gases to make up what is consumed.  Because the gas is reused, instead of
being thrown away with every breath, a diver can remain underwater far longer
on much less gas.  In fact, for some dives, rebreathers can be as much as
fifty times more efficient on gas consumption than standard scuba tanks. This
minimizes decompression obligations, or in some cases eliminates it for
shallower working dives.  Less decompression time means more working time,
and greater cost efficiency for the project.  Benefits of Blu Vu Rebreather technology  Maximizes No-Decompression Time Extended diving depth capability Stealth - No bubbles Negligible limits to Air Travel after Diving Ship
bottom inspections Size
& weight of equipment package reduced Helium
cost and consumption minimized  Products - Polyurethane  Elasco
makes products for the recreational roller skate and skateboarding markets.
 They are of the high performance type used by dedicated enthusiasts in
those sports.  These products are sold to O.E.M. customers, who market and
distribute them through channels specific to their individual retail outlets, as
well as by direct marketing through their internet sales sites.  Most are
sold through distribution channels of specialty stores and roller rinks. They
are differentiated from the typical product found in larger retail stores in
that they are not considered a toy category, but rather a sporting good.  Elasco
also produces a variety of industrial products that are used on assemblies and
machinery where a long life cycle is needed.  Some typical products are
exercise equipment rollers, bowling pin setter pads and liners, and fire hydrant
seals.  Elascos polyurethane polymers excel in the gap between rubber and
plastics, but can mimic many rubbers and plastics with specific formulations
that optimize those characteristics.  A recent formula developed
exclusively by Elasco uses a natural soy-based resin as an ingredient to make an
elastomer that performs like other hydrocarbon derived polyurethanes.  This
reduces related carbon emissions from the manufacturing process for that resin
by 36%.  This product is marketed as a green alternative to oil based
products, and is finding favor in the youth market that many of Elascos
products service.  The versatility of its compounding provides Elasco with
a wide range of performance characteristics outperforming other materials
with:  Excellent abrasion resistance High
tensile and tear strengths Flexibility over a wide range of temperatures Increased elasticity over the entire hardness range


6


High
impact resistance and vibration dampening Excellent resistance to oils, greases, and many solvents Good
weatherability Resistance to fungal and microbial attack Ability to bond to metals, other rubbers, plastics, and polymer
compounds High
load bearing capabilities  MARKETS  Rebreather Systems  Deltron
has a strategy of growth through targeted industry marketing of proprietary
Rebreather technology solutions that will increase productivity in commercial
diving applications as well as improve the diving experience for the
recreational diver.  Rebreather products of the type Deltron anticipates producing
provide many benefits over conventional open circuit breathing equipment.
 Those benefits are even more significant when extended time and greater
depth are desired or required.  Mining  Rebreathers were originally developed in the 1700s as safety
equipment for the mining industry.  Mine collapses, underground fires, and
toxic gas accumulations experienced by miners all demanded a supply of safe
breathing gas.  However, it is impossible for a miner to carry an adequate
supply in open circuit cylinders, due to the weight and bulk of the equipment.
 Rebreathers should provide superior performance, as the efficiency of this
equipment far surpasses open circuit options.  However, we have no
contracts in place at this time.  Fire
& Rescue  Fire
fighters generally use rebreathers in fires where more than thirty minutes of
air is needed.  Existing air tanks last about one half hour, while
rebreathers can last several hours without a substantial weight penalty.
 High rises and large building fires require gas supplies with extended
durations for fire fighters.  While Deltron will work to secure potential
business in this area, we have no contracts in place at this time.  Hazardous Materials  Rebreathers also play a part in industrial safety applications,
where people work in hazardous environments.  Industrial settings, such as
sewage treatment plants and underground work locations, often accumulate toxic
gases.  When these environments need to be accessed, either the entire
volume must be ventilated, an expensive and time-consuming job, or workers must
wear self-contained breathing apparatus.  While Deltron will work to secure
potential business in this area, we have no contracts in place at this time.  Military & Special Ops  For
decades the military has used rebreathers for a wide range of activities.
Typical operational uses include covert access, defusing explosive munitions,
and specialized under cover operations.  A historical example of when mixed
gas CCRs were used for espionage purposes was when divers tapped telephone
cables used by the Soviet Union during the cold war.  Locked out of
submarines at depths of up to 400 fsw / 120 msw, divers using rebreathers placed
instrument packages on these cables, allowing United States intelligence units
to gather information gleaned from supposedly secure communication sources.


7


Deltron
equipment will be capable of this type of work, with the same advantages of
increased depth capability and reduced package size.  The
post-9/11 environment has seen the use of rebreathers extend from traditional
military users to other paramilitary groups focused on anti-terrorism and drug
interdiction activities, such as county SWAT teams, Coast Guard, and other
harbor monitoring groups.  It is likely in the years ahead that both the
quantity and scope of activities requiring rebreather use by armed forces will
increase.  Mixed
gas CCRs are often used by military EOD teams to defuse or explode mines.
 Rebreathers can be manufactured to have low noise and magnetic signatures,
and also allow divers to spend hours at depths up to 60 fsw / 18 msw with no
decompression penalties, ideal for this type of work.  The rebreathers
under development by Deltron provide these same capabilities, in a much smaller,
lighter, and more reliable package.  Deltron
will attempt to capitalize on the continuing drive to upgrade and modernize the
equipment being used by todays military and public safety dive teams.
 However, we have no contracts in place at this time.  Recreational Diving  Rebreather technology represents one of the fastest growing
segments of the civilian diving market.  About two dozen private makers of
rebreather systems and components constitute what is a fragmented market.
 Importantly, no single manufacturer is currently capable of mass
commercialization.  Deltron is working to fill this market void, however,
we have no contracts in place at this time.  POLYURETHANE MARKETS  High
load-bearing capacity (two to four times that of conventional rubber), long wear
(three to six times that of conventional rubber, cut resistance, low rolling
resistance and non-marking of concrete floors are principal reasons why
urethanes are preferred.  Sanitary waste facilities create harsh environments, but urethanes
outperform other elastomers in these guide wheels.  The mining separator
screens are another example in which superior abrasion, impact and cut
resistance combine with resilience to provide long service life.  The
high compression forces required to deflect urethanes are used in metal-forming
operations.  Forming costs are reduced because the need for matched punches
and dies is eliminated.  Urethanes do not scratch metal.  Snowplow
blades prevent road damage while resisting abrasion and providing impact
resistance at very low temperatures.  The castable nature of urethanes
permits precision cast locators and fixtures to be used in automated assembly
operations.  While holding dimensional tolerances, urethanes resist wear
and impact.  Resistance to wear and flex fatigue under extreme weather
conditions makes urethane tracks reliable in snowmobiles.  Todays
top-of-the-line bowling balls are cast urethane.  They offer a more
consistent level of performance, long life, and less deflection when hitting
pins, which translates into higher scores.  Good bowlers find the balls can
be made to hook more for higher scores.  Silk-screening applications require durability for the straight
edges, flexibility, and solvent resistance without damaging the screen itself.
 The castable nature of urethanes  which do not require high pressure like
typical rubber and plastic  permits quick, low-cost molds and fast response
time in many cases.  Urethanes are currently used in the manufacture of everything from
skate and roller-coaster wheels to conveyor drive rollers.  Weatherability,
shock absorption and abrasion resistance are the principal


8


reasons, but high load-bearing properties, resilience, non-marking
characteristics, and strong bonding to metal hubs are also important.  EMPLOYEES  As of
the date of this Report on Form 10-K, the Company had 48 full time employees and
one part-time employee.  BANKRUPTCY OR
SIMILAR PROCEEDINGS  The Company has not
been involved in any bankruptcy, receivership or similar proceedings.    ITEM
1A. RISK
FACTORS  Because
we are a smaller reporting company as that term is defined by the SEC, we are
not required to present risk factors at this time.    ITEM
1B. UNRESOLVED
STAFF COMMENTS  None.    ITEM
2. PROPERTIES  Deltrons
 principal place of business and corporate offices is located at 11377
Markon Drive, Garden Grove, CA 92841.   We have been a tenant at this location since 1994
and renewed its lease until 2015.  The rental fee is $5,533 per month for
this 7,000 square foot industrial building.    ITEM
3. LEGAL
PROCEEDINGS  Legal
Proceedings  No legal or
governmental proceedings are presently pending or, to our knowledge, threatened,
to which we are a party.    ITEM
4. (REMOVED
AND RESERVED)


9


PART
II    ITEM
5. MARKET
FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES
OF EQUITY SECURITIES  Market
Information  Bid and ask
prices for our common stock have been quoted on the Over-The-Counter Bulletin
Board (the OTCBB) under the symbol DTRO.OB since December 20, 2006. However,
our stock did not trade until January 21, 2010.  The following chart shows
the high and low trading price from that date until the end of the most recent
fiscal year by quarter.  Quarter Ended

High

LowSeptember 30,
2010

$0.029

$0.001June 30,
2010

$0.12

$0.0167March 31,
2010

$0.02

$0.0037   As of December 20,
2010, we had 162 shareholders of record of our common stock.  Dividends  There are no
restrictions in our articles of incorporation or bylaws that prevent us from
declaring dividends.  The Nevada Revised Statutes, however, do prohibit us
from declaring dividends where, after giving effect to the distribution of the
dividend:  1. we would not be able to pay our debts as they become due in the
usual course of business; or  2 our total assets would be less than the sum of our total
liabilities plus the amount that would be needed to satisfy the rights of
shareholders who have preferential rights superior to those receiving the
distribution.  We have
not declared any dividends, and we do not plan to declare any dividend in the
foreseeable future.  Recent Sales of
Unregistered Securities  None.   Securities
Authorized For Issuance Under Equity Compensation Plans  Under
the Companys 2010 Stock Incentive Plan for Employees, Contractors, Consultants,
Advisors, Board Advisors, Board Members and Others (the Plan), the Company is
authorized to issue up to 200,000,000 shares of common stock or options to
purchase shares of common stock.  As of the date of this filing, the
Company has authorized issuance of 80,000,000 shares under the Plan.     ITEM
6. SELECTED
FINANCIAL DATA  Not applicable.


10


ITEM
7. MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  Overview  As previously described, we completed an Asset Purchase under
which Deltron acquired the assets of Blu Vu Deep Oil & Gas Exploration, Inc.
 The transaction was treated as a reverse recapitalization, with Blu Vus
wholly owned subsidiary, Elasco, Inc. (Elasco) becoming the accounting
acquirer.  Therefore, Deltron assumed the fiscal year end of Elasco of
December 31.  On August 13, 2010, following the completion of the Asset
Purchase Agreement, the Company adopted the fiscal year end of the former shell
Company of September 30 for financial reporting purposes.  The following discussion highlights the principal factors that
have affected our financial condition and results of operations as well as our
liquidity and capital resources for the periods described.  The discussion
reflects the financial condition and results of operations as of and for the
transition period ended September 30, 2010 and 2009 (unaudited).  This
discussion contains forward-looking statements.  Please see
Forward-Looking Statements for a discussion of the uncertainties, risks and
assumptions associated with these forward-looking statements. We are a manufacturing company with two distinct business
segments, polyurethane and rebreather.  Our primary business is Elasco
which is focused on manufacturing technology for plastic and polyurethane
products.  Our secondary business segment is focused on the development of
deep-sea exploration breathing technology marketed as Blu Vu.  Polyurethane Products  Our polyurethane products are manufactured and sold by our wholly
owned subsidiary, Elasco, which makes products for the recreational roller skate
and skateboarding markets.  They are of the high performance type used by
dedicated enthusiasts in those sports.  These products are sold to O.E.M.
customers, who market and distribute them through channels specific to their
individual retail outlets, as well as by direct marketing through their internet
sales sites.  Most are sold through distribution channels of specialty
stores and roller rinks.  They are differentiated from the typical product
found in larger retail stores in that they are not considered a toy category,
but rather a sporting good.  Elasco also produces a variety of industrial products that are
used on assemblies and machinery where a long life cycle is needed.  Some
typical products are exercise equipment rollers, bowling pin setter pads and
liners, and fire hydrant seals.  Elascos polyurethane polymers excel in
the gap between rubber and plastics, but can mimic many rubbers and plastics
with specific formulations that optimize those characteristics.  A recent
formula developed exclusively by Elasco uses a natural soy-based resin as an
ingredient to make an elastomer that performs like other hydrocarbon derived
polyurethanes.  This reduces related carbon emissions from the
manufacturing process for that resin by 36%.  This product is marketed as a
green alternative to oil based products, and is finding favor in the youth
market that many of Elascos products service.  Rebreather System  Normal scuba is an open circuit system.  Combining a
high-pressure cylinder and a demand regulator, a diver inhales gas at ambient
pressure, uses a little of the oxygen in the gas, and then exhales.  When
the diver exhales the gas, it bubbles to the surface, carrying as much as 98% of
the original oxygen it contained.  The open circuit comes from the fact
that the exhaled gas is released on every breath.


11


The advantage that a rebreather has over normal scuba system is
that it recirculates the gas a diver is breathing, allowing the diver to breath
from the same gas over and over again, after removing the carbon dioxide
generated by human metabolism.  Rebreathers provide gas to the diver in an
optimal mix for the depth at which they are diving.  The system adds oxygen
and other gases to make up what is consumed.  Because the gas is reused,
instead of being thrown away with every breath, a diver can remain underwater
far longer on much less gas.  In fact, for some dives, rebreathers can be
as much as fifty times more efficient on gas consumption than standard scuba
tanks. This minimizes decompression obligations, or in some cases eliminates it
for shallower working dives.  Less decompression time means more working
time, and greater cost efficiency for the project.  Business operations  As of September 30, 2010, we had an accumulated deficit of
approximately $3.08 million, and as of December 31, 2009, our accumulated
deficit was approximately $2.72 million.  We incurred operating losses of
$189,532 and $610,866 for the nine months ended September 30, 2010 and 2009,
respectively, and incurred net losses of $360,590 and $400,564 for those
respective periods.  We expect our net losses to continue for at least the
next couple of years.  We anticipate that a substantial portion of our
capital resources and efforts will be focused on the scale up due to expansion
via acquisition, product development and other general corporate purposes,
including the payment of legal fees due to our acquisitions.  As of September 30, 2010, our current liabilities of approximately
$1.31 million exceeded our current assets of approximately $1.05 million by
$253,061.  As part of the $1.31 million of current liabilities we have
$96,167, net of note discount of $79,333, of convertible notes to related
parties. We are currently planning to issue additional stocks and convertible
notes to support our expansion.  As a result, the additional equity funding
may result in significant dilution to existing stockholders. If adequate funds
are not available, we may be required to delay or curtail significantly our
development and commercialization activities.  This would have a material
adverse effect on our business, financial condition and/or results of operations
and could ultimately cause us to have to cease operations.  Financial Operations Overview  Sales Our sales are derived from the sale of plastic and polyurethane
products.  Customers are generally billed at shipping of products.  We
currently have not generated any revenues from the sale of rebreather system for
the nine month periods ended September 30, 2010 and 2009.  Cost
of Sales  Cost of sales for plastic and polyurethane products represents the
cost of direct labor, raw material, supplies and other miscellaneous support
expenses.  No cost of sales for rebreather system is recorded because we
have not generated any revenues from the sale of rebreather system.  Selling, General and Administrative  Our selling expenses consist primarily of personnel, media,
support and travel costs to inform user organizations and consumers of our
products.  Our general and administrative expenses consist primarily of
personnel, occupancy, legal, consulting and administrative and support costs for
our operations.


12


**Critical Accounting Policies and Significant Judgments and
Estimates**  This discussion and analysis of our financial condition and
results of operations is based on our consolidated financial statements, which
have been prepared in accordance with U.S. generally accepted accounting
principles.  The preparation of these consolidated financial statements
requires management to make estimates and judgments that affect the reported
amounts of assets, liabilities and expenses and the disclosure of contingent
assets and liabilities at the date of the financial statements, as well as
revenues and expenses during the reporting periods.  We evaluate our
estimates and judgments on an ongoing basis.  We base our estimates on
historical experience and on various other factors we believe are reasonable
under the circumstances, the results of which form the basis for making
judgments about the carrying value of assets and liabilities that are not
readily apparent from other sources.  Actual results could therefore differ
materially from those estimates under different assumptions or conditions.
 Our significant accounting policies are described in Note 1 to our
consolidated financial statements included in item 15 of this report.  We
believe the following critical accounting policies reflect our more significant
estimates and assumptions used in the preparation of our consolidated financial
statements.  Revenue Recognition  Sales for our polyurethane products are recognized when our
plastic or polyurethane products are shipped to our customers.  Currently
for rebreather system, there have not been any revenues recognized from the sale
of its products.   Results of Operations for the Nine Months Ended September 30,
2010 and 2009 (Unaudited)   As
earlier described, we operate in two business segments: Polyurethane products and Rebreather system.
 Our Elasco business focuses on the
delivery of plastic and polyurethane product to our customer.  Its
principal business is manufacturing and selling of open cast molded polyurethane
elastomer products such as skateboard, roller skate, and industrial wheels.
 Our Rebreather system, which is marketed as Blu Vu, is engaged in the
potential manufacture and mass-market of proprietary breathing equipment
developed specifically for the oil and gas, mining and safety industries, and
military and recreational divers.   The
following table presents consolidated statement of operations data for each of
the periods indicated as:  Nine months ended
PercentSeptember 30,2010


2009 (Unaudited)
ChangeSales


2,546,606

1,511,133
69%Cost of
sales


2,269,102

1,364,162
66%Gross
profit


277,504

146,971
89%Selling,
general and administrative


467,036

757,837
(38)%Operating
loss


(189,532)

(610,866)
(69)%Other
income (expense), net


(169,458)

210,302
(181)%Net
(loss)


(360,590)

(400,564)
(10)%


13


Sales   With respect to our polyurethane business, our sales increased by
$1,035,473 for the nine months ended September 30, 2010, compared to the same
period in 2009, due to recovery in the economy and introduction of our new
products to our current customer base.  In respect to our rebreather product, we have not produced sales
as of September 30, 2010 and 2009.  Cost
of Sales   Cost of sales consists of payroll, raw material, supplies and
other miscellaneous costs for the Polyurethane products.  For the
nine-month period ended September 30, 2010, costs of sales of $2,269,102 consist
primarily of labor cost of $845,120, raw material cost of $1,179,946 and other
costs of $244,036.  For the nine-month period ended September 30, 2009,
cost of sales of $1,364,162 consisted primarily of labor costs of $566,161, raw
material cost of $603,959, and other costs of $194,042.  We expect costs of
sales will increase as an absolute number as more plastic and polyurethane
products are produced.  However, we expect the cost of sales to decrease as
a percentage of revenues as we improve our operating efficiency and increase the
automation of certain processes.     Selling, General
and Administration  For the nine months
ended September 30, 2010 and 2009, our selling, general and administrative
expenses for each segment are as follows:  2010


2009 (Unaudited)Rebreather
$
192,878

$
480,662Polyurethane

274,158


277,175$
467,036

$
757,837   Selling, general and administrative expenses associated with our
polyurethane business consist primarily of payroll costs, rental fee,
professional fee, insurance, and other expense.  For the nine months ended
September 30, 2010, selling, general and administrative expenses included the
following: payroll and benefits $108,294, consulting fee $32,127, professional
fees $18,435, rent expense $49,797, insurance expenses $20,224, and other
expenses $45,281. For the comparable period in 2009 expenses were as follows:
payroll and benefits $134,343, rent expense $49,797, consulting $36,538,
professional fee $9,716, insurance expenses $14,447, and other expenses
$32,334.  Comparing the nine months ended September 30, 2010, with the same
period in 2009, the decrease in selling, general and administrative expenses
were primarily due to decrease in payroll and benefits by $26,049 in the 2010
period as a result of a reduction in staff and the reassignment of staff to
another department.  Other expenses remained consistent for the nine months
ended September 30, 2010 and 2009.  General and administrative expenses associated with our Blu Vu
rebreather system consist primary of consulting and professional fees. Comparing
the general and administrative expenses for the nine months ended September 30,
2010, with the same period in 2009, the decrease was primarily due to the
Company ended various consulting agreements.


14


Other income
(expense)   For the nine months ended September 30, 2010, we incurred other
expenses of $169,458, which consisted primarily $96,167 amortization of note
discount resulted from beneficial conversion feature embedded in the $175,500
convertible notes; total interest of $53,397 paid and accrued on the $125,000
line of credit, $1,095,110 long term promissory notes, and $175,500 convertible
notes due to certain shareholders and officer.  For the comparable period in 2009, we incurred interest expense of
$58,948 paid and accrued on the $125,000
line of credit and $1,095,110 long term promissory notes due to a shareholder
and officer.  We also recorded a $256,750 gain on extinguishments of a debt
due to the former owner of Elasco.   Net
Loss  The decrease in net loss of $39,974 for the nine months ended
September 30, 2010, compared to the same period in 2009, was a net result of: an
increase in our polyurethane product sales, a decrease in selling, general and
administration expenses due to the reduction of consulting expense in 2010; the
gain recorded on the extinguishment of owners debt of $256,760 in 2009 related
to the acquisition of Elasco; and the increase in interest expense of $90,616
resulted from amortization of beneficial conversion option embedded in the
convertible notes in 2010.    Liquidity and Capital Resources   Since our inception, we have incurred significant losses.  As
of September 30, 2010, we had an accumulated deficit of approximately $3.08
million, and as of December 31, 2009, our accumulated deficit was approximately
$2.72 million.  We have not yet achieved profitability and anticipate that
we will continue to incur net losses for the foreseeable future.  We expect
that our selling, general and administrative expenses will continue to grow and,
as a result, we will need to generate significant product revenues to achieve
profitability.  We may never achieve profitability.  Due to the continued losses incurred from our operations, as of
September 30, 2010, we had approximately $1,852 in cash and cash equivalents and
a working capital deficit of $253,061 compared to $29,986 in cash and cash
equivalents and a working capital of $91,002 at December 31, 2009.  Operating Capital and Capital Expenditure Requirements  Our continued operating losses and limited capital raise
substantial doubt about our ability to continue as a going concern, and we need
to raise substantial additional funds in the next 12 months in order to continue
to conduct our business.  Until we can generate a sufficient amount of
revenues to finance our cash requirements, which we may never do, we expect to
finance future cash needs primarily through public or private equity offerings,
debt financings, borrowings or strategic collaborations.  We need additional funds to continue our operations and will need
substantial additional funds before we can generate revenue from our Blu Vu
rebreather system.  We are currently exploring additional sources of
capital; however, we do not know whether additional funding will be available on
acceptable terms, or at all, especially given the economic conditions that
currently prevail.  In addition, any additional equity funding may result
in significant dilution to existing stockholders, and, if we incur additional
debt financing, a substantial portion of our operating cash flow may be
dedicated to the payment of principal and interest on such indebtedness, thus
limiting funds available for our business activities.  We expect to continue to incur operating losses in the future and
to make capital expenditures to expand our polyurethane operations and to market
our Blu Vu rebreather system (including upgrading our


15


plant
equipment) and to scale up our sales efforts.  We expect that our existing
cash will be used to fund working capital and for capital expenditures and other
general corporate purposes, including the repayment of debt incurred as a result
of our acquisitions.  Although since September 30, 2010, we have raised
gross proceeds of $77,500 through the sale of convertible promissory notes, we
anticipate that our cash on hand (including the proceeds from these promissory
notes) and cash generated through our operations will not be sufficient to fund
our operations for the next 12 months.  In addition we will have to repay
the outstanding notes plus interest. We therefore anticipate raising additional
funds in the near future.  Sources of Liquidity  Since our inception substantially all of our operations have been
financed primarily from sales of our polyurethane products and equity and debt
financings.  For the nine months ended September 30, 2010, we had received
$175,500 from issuance of convertible notes.   Cash
Flows   Net cash used in operating activities was $214,140 for the nine
months ended September 30, 2010, compared to $615,401 for the same period ended
September 30, 2009.  The decrease in cash used of $401,261 was primarily
attributable to increases in our
polyurethane product sales.  There was no net cash used in investing activities for the nine
months ended September 30, 2010 and 2009.  Net cash proceeds from financing activities for the nine months
ended September 30, 2010, were $186,006 which was primarily derived from
borrowing from certain shareholders by issuance of convertible notes.  For the nine months ended September 30, 2009, proceeds from sales
of common stocks were $605,222, net of offering costs, through a Regulation S
offering.   Contractual Obligations and Commercial Commitments   As of September 30, 2010, we have a contractual obligation to pay
the line of credit of $125,000 with an interest rate of prime plus 1.5%.
 There was also a total remaining balance on two promissory notes of
$1,095,110 due to a shareholder and officer in connection with our acquisitions.
 The notes bear interests at a rate of 5% and 4.23% per annum,
respectively.  Our total lease obligations are $ 348,579 for our Southern
California facility, which expires on December 31, 2015.   Income
Taxes   Since
inception, we have incurred operating losses and, accordingly, have not recorded
a provision for federal income taxes for any periods presented.  As of
September 30, 2010, we had net operating loss carryforwards for federal income
tax purposes of $262,000.  If not utilized, the federal net operating loss
carryforwards will expire in 2025.  Utilization of net operating loss and
credit carryforwards may be subject to a substantial annual limitation due to
restrictions contained in the Internal Revenue Code that are applicable if we
experience an ownership change.  The annual limitation may result in the
expiration of our net operating loss and tax credit carryforwards before they
can be used.   Off-Balance Sheet
Arrangements   We have no
off-balance sheet arrangements or financing activities with special purpose
entities.


16


**ITEM
8.  FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA**  Our
audited consolidated financial statements are included beginning immediately
following the signature page to this report.  See Item 15 for a list of the
financial statements included herein.    ITEM
9. CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE  On
June 30, 2010, the Board of Directors appointed Cacciamatta Accountancy
Corporation (Cacciamatta) as Deltron, Inc.s independent auditors for the 2010
fiscal year, replacing Seale & Beers, CPAs (Seale & Beers).  On June 30, 2010, the
Company dismissed Seale & Beers as the Companys independent auditor
effective June 30, 2010.  The report of Seale & Beers on the Companys
consolidated financial statements for the years ended September 30, 2009 and
2008, and the quarters ended December 31, 2009, and March 31, 2010, did not
contain an adverse opinion or a disclaimer of opinion and was not qualified or
modified as to uncertainty, audit scope, or accounting principles, except that
such reports on our financial statements contained an explanatory paragraph with
respect to uncertainty as to the Companys ability to continue as a going
concern.  For
the years ended September 30, 2009 and 2008, and through June 30, 2010, there
have been no disagreements with Seale & Beers on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure, which disagreements if not resolved to Seale & Beers
satisfaction would have caused them to make reference to the subject matter of
the disagreement in connection with their reports. For the years ended September
30, 2009 and 2008, and through June 30, 2010, there were no reportable
events as that term is described in Item 304(a)(1)(v) of Regulation
S-K.  During
the years ended September 30, 2009 and 2008, and through June 30, 2010 (the date
Cacciamatta was appointed), the Company did not consult Cacciamatta with respect
to the application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Companys Consolidated Financial Statements, or any other matters or
reportable events as defined in Item 304(a)(2)(i) and (ii) of Regulation
S-K.  On August 6, 2009,
the Board of Directors appointed Seale & Beers, CPAs (Seal & Beers) as
Deltron, Inc.s independent auditors for the 2009 fiscal year, replacing Moore
& Associates, Chartered (Moore).    ITEM
9A. CONTROLS
AND PROCEDURES  Evaluation of Our
Disclosure Controls  Under the supervision
and with the participation of our senior management, including our chief
executive officer and chief financial officer, Henry Larrucea, we conducted an
evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended (the Exchange Act), as of the end
of the period covered by this annual report (the Evaluation Date).  Based
on this evaluation, our chief executive officer and chief financial officer
concluded as of the Evaluation Date that our disclosure controls and procedures
were not effective such that the information relating to us, including our
consolidated subsidiaries, required to be disclosed in our Securities and
Exchange Commission (SEC) reports (i) is recorded, processed, summarized and
reported within the time periods specified in SEC rules and forms, and (ii) is
accumulated and communicated to our management, including our chief executive
officer and chief financial officer, as appropriate to allow timely decisions
regarding required disclosure.


17


**Managements Annual Report on Internal Control Over
Financial Reporting**  Our management is
responsible for establishing and maintaining adequate internal control over
financial reporting.  Our internal control over financial reporting is a
process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes of accounting principles generally accepted in the United States.
 Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements.  Therefore, even those
systems determined to be effective can provide only reasonable assurance of
achieving their control objectives.  With the participation of Henry
Larrucea, our Chief Executive and Financial Officer, our management conducted an
evaluation of the effectiveness of our internal control over financial reporting
as of September 30, 2010, based on the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control
 Integrated Framework.  Based upon such evaluation, our management
concluded that we did not maintain effective internal control over financial
reporting as of September 30, 2010, based on the COSO framework criteria.
 Management identified the following material weaknesses:  1. The
Company has insufficient internal personnel resources and technical accounting
and reporting expertise within the Companys financial closing and reporting
functions; 2. Due
to our small size, the Company did not maintain effective internal controls to
assure segregation as the same employee was responsible for initiating and
recording of transactions, thereby creating the segregation of duties weakness;
and 3. The
Company did not have an independent board of directors for oversight of the
Companys operations and financial reporting process.  This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
 Managements report was not subject to attestation by our registered
public accounting firm pursuant to rules of the Securities and Exchange
Commission that permit us to provide only managements report in this annual
report.  Changes in Internal Control Over Financial Reporting  There have been no
changes in our internal control over financial reporting that occurred during
the quarter ended September 30, 2010, that have materially affected or are
reasonably likely to materially affect our internal control over financial
reporting.  Officers Certifications  Appearing as exhibits
to this Annual Report are Certifications of our Chief Executive Officer and
Chief Financial Officer.  The Certifications are required pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302
Certifications).  This section of the Annual Report contains information
concerning the Controls Evaluation referred to in the Section 302 Certification.
 This information should be read in conjunction with the Section 302
Certifications for a more complete understanding of the topics presented.   ITEM
9B. OTHER
INFORMATION  Not
applicable.


18


PART
III    ITEM
10. DIRECTORS,
EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE  Executive
Officers, Directors and Key Employees  Directors serve until
the next annual meeting of the stockholders; until their successors are elected
or appointed and qualified, or until their prior resignation or removal.
 Officers serve for such terms as determined by our board of directors.
 Each officer holds office until such officers successor is elected or
appointed and qualified or until such officers earlier resignation or removal.
 No family relationships exist between any of our present directors and
officers.  The following table
sets forth certain information, as of January 10, 2011 with respect to our
directors and executive officers.  Name and Address
Age
PositionsHenry Larrucea
61
President, Chief Executive Officer, Chief Financial
Officer, Treasurer, Director  Henry Larrucea has
held the positions of President, CEO, CFO, Treasurer and a director since
February 22, 2010.  He is expected to hold said offices/positions until the
next annual meeting of our stockholders.  Certain biographical
information of our directors and officers is set forth below.  Henry Larrucea  Henry
Larrucea, currently the CEO and CFO of Deltron, was one of the original founders
of Elasco in 1979 and had been its sole shareholder from 2001 thru 2008.
 Mr. Larrucea brings over three decades of continuous leadership,
management and executive experience in high volume manufacturing environments
for consumer recreational markets to Deltron.  He is responsible for
overall management oversight and strategic long term planning. Mr. Larruceas
corporate responsibilities include business development, marketing, and
acquisition prospect development and management.  He also
has expertise in all aspects of product development. Mr. Larrucea is directly
involved in new product design and development including concept validation,
engineering review and tooling design. He also has extensive experience in
production process implementation and maintenance. He has two patents in his
name for roller skate and skateboard related inventions. His experience in
polyurethane chemistry over 30 years with the company has enabled Elasco to
produce many unique polymers for use in such diverse industries as roller skate
and skateboard wheels, exercise equipment, bowling pin setter equipment and fire
hydrant seals.  Employment
Agreements  The
Company has an employment agreement with Jeff Bozanic to develop its re-breather
technology.  The agreement is for three years starting January 1, 2010, at
a cost of $10,000 per month.  As of September 30, 2010, the Company owed
Mr. Bozanic $90,000.  Term of
Office  Our directors are
appointed for a period of one year or until such time as their replacements have
been elected by our shareholders.  The officers of the Company are
appointed by our board of directors and hold office until their resignation or
removal.


19


**Audit
Committee**  We do not have a
standing audit committee, an audit committee financial expert, or any committee
or person performing a similar function.  We currently have limited working
capital and no revenues.  Management does not believe that it would be in
our best interests at this time to retain independent directors to sit on an
audit committee.  If we are able to raise sufficient financing in the
future, then we will likely seek out and retain independent directors and form
an audit, compensation committee and other applicable committees.  Board of Directors  We do not pay our
Directors for attending board meetings.  However, they are reimbursed for
expenses, if any, for attendance at meetings of the Board of Directors.
 Our Board of Directors may designate from among its members an executive
committee and one or more other committees but has not done so to date.  We
do not have a nominating committee or a nominating committee charter.
 Further, we do not have a policy with regard to the consideration of any
director candidates recommended by security holders.  To date this has not
been a problem as no security holders have made any such recommendations.
 Members of the Board of Directors perform all functions that would
otherwise be performed by committees.  Given the present size of our board
it is not practical for us to have committees.  If we are able to grow our
business and increase our operations we intend to expand the size of our board
and allocate responsibilities accordingly.    Compliance with
Section 16(a) of the Exchange Act  Our common stock is
not registered pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended (the Exchange Act).  Accordingly, our officers, directors and
principal shareholders are not subject to the beneficial ownership reporting
requirements of Section 16(a) of the Exchange Act.  Code of Ethics  In 2006 we adopted a
Code of Ethics that applies to all of our employees.  A copy of our Code of
Ethics will be provided to any person requesting same without charge.  To
request a copy of our Code of Ethics, please make written request to our
President c/o Deltron, Inc. at 11377 Markon Drive, Garden Grove, CA 92841.    ITEM
11. EXECUTIVE
COMPENSATION  The
following table sets forth information concerning the total compensation paid or
accrued by us during the two fiscal years ended September 30, 2010 and 2009 to
(i) all individuals that served as our principal executive officer or acted in a
similar capacity for us at any time during the fiscal year ended September 30,
2010; (ii) all individuals that served as our principal financial officer or
acted in a similar capacity for us at any time during the fiscal year ended
September 30, 2010; and (iii) all individuals that served as executive officers
of ours at any time during the fiscal year ended September 30, 2010, that
received annual compensation during the fiscal year ended September 30, 2010 in
excess of $100,000.


20


Summary
Compensation Table  Name and Principal Position

Year

Salary
($)

Bonus ($)

Stock Awards ($)

Option Awards ($)

Non-
Equity Incentive
Plan Compen-sation ($)

Non-
qualified
Deferred
Compen-sation
Earnings ($)

All
Other
Compensation ($)

Total ($)(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)Henry Larrucea,
(4)President, Chief Executive Office, Chief Financial
Officer, Treasurer,

2010

0(4)

0

0

0

0

0

$60,000(4)

$60,000Randall
Fernandez,(2)
Chief Executive
 and Financial Officer

2009
2008

0
0

0
0

0
0

0
0

0
0

0
0

0
0

0
0Hilda
Rivera,(3)
Secretary

2009
2008

0
1,000

0
0

0
0

0
0

0
0

0
0

0
0

0
1,000Shawn
Phillips,(1)Chief Executive and Financial Officer

2008

0

0

0

0

0

0

0

0  (1) Shawn Phillips served as our President, Chief Executive Officer
from inception until June 9, 2008 and served as our Chief Financial Officer,
Secretary and Treasurer from October 18, 2007 to September 9, 2008.  (2) Randall Fernandez has served as our President, Chief Executive
Officer, Chief Financial Officer, Treasurer and as a Director from September 9,
2008, through February 22, 2010  (3) Hilda Rivera has served as our Secretary from September 9, 2008,
and as a Director from inception through February 22, 2010.  (4) Henry Larrucea was appointed President, Chief Financial Officer,
Chief Executive Officer, and Treasurer on February 22, 2010.  Mr. Larrucea
has a total of $60,000 in accrued but unpaid salary.  Under
the Companys 2010 Stock Incentive Plan for Employees, Contractors, Consultants,
Advisors, Board Advisors, Board Members and Others (the Plan), the Company is
authorized to issue up to 200,000,000 shares of common stock, or options to
purchase shares of common stock.  As of the date of this filing, the
Company had authorized and issued 80,000,000 shares under The Plan.  We have
no plans in place and have never maintained any plans that provide for the
payment of retirement benefits or benefits that will be paid primarily following
retirement including, but not limited to, tax qualified deferred benefit plans,
supplemental executive retirement plans, tax-qualified deferred contribution
plans and nonqualified deferred contribution plans. Similarly, we have no
contracts, agreements, plans or arrangements, whether written or unwritten, that
provide for payments to the named executive officers or any other persons
following, or in connection with the resignation, retirement or other
termination of a named executive officer, or a change in control of us or a
change in a named executive officers responsibilities following a change in
control.


21


**Compensation of Directors**  During the fiscal years ended September 30, 2010 and 2009, there
were no arrangements between us and our directors that resulted in our making
any payments to our directors for any services provided to us by them as
directors.    ITEM
12. SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS  The following table
sets forth information with respect to the beneficial ownership of our common
stock known by us as of December 20, 2010 by:  · each
person or entity known by us to be the beneficial owner of more than 5% of our
common stock;  · each
of our directors;  · each
of our executive officers; and  · all
of our directors and executive officers as a group.  The percentages in
the table have been calculated on the basis of treating as outstanding for a
particular person, all shares of our common stock outstanding on such date and
all shares of our common stock issuable to such holder in the event of exercise
of outstanding options, warrants, rights or conversion privileges owned by such
person at said date which are exercisable within 60 days of December 20, 2010.
 Except as otherwise indicated, the persons listed below have sole voting
and investment power with respect to all shares of our common stock owned by
them, except to the extent such power may be shared with a spouse.  Name and Address
of Beneficial Owner
Title of Class (1)
Shares of
Common Stock Beneficially Owned(1)
Percentage
Ownership(2)Acadia LLC
131 E. Oakland Drive
Saint Rose, LA 7008
Common
45,000,000
5.93%Bayou Business
4041 Williams Blvd. Ste A9 #192
Kenner, LA 70065
Common
50,000,000
6.59%Capital Formula
PO Box 3923
Carson City, NV 89072
Common
45,000,000
5.93%Henry Larrucca, President, CEO, CFO, Treasurer,
Director
56-141 Maika Way
Kaleiwa, HI 96712
Common
82,021,000
10.81%All officers and directors
as a group (1 person)

82,021,000
10.81%  (1) As
used herein, the term beneficial ownership with respect to a security is defined
by Rule 13d-3 under the Securities Exchange Act of 1934 as consisting of sole or
shared voting power


22


(including
the power to vote or direct the vote) and/or sole or shared investment power
(including the power to dispose or direct the disposition of) with respect to
the security through any contract, arrangement, understanding, relationship or
otherwise, including a right to acquire such power(s) during the next 60 days.  (2) Percentage based upon 758,478,980 shares of common stock issued
and outstanding as of December 20, 2010 (includes 123,978,980 to be issued).  The Company has a
number of outstanding Convertible Notes, which can be converted into shares of
common stock at the option of the note holder at any time prior to repayment of
the note.  All notes are currently eligible for conversion, but no note
holders have notified the Company that they are exercising that conversion
right.  Assuming that all outstanding notes are converted into shares at
$0.001 per share, which is the guaranteed lowest conversion price, the Company
would have issued and outstanding a total of 938,705,281 shares of common stock.
 The following table reflects those shareholders who, at that time, would
own beneficially 5% or more of the Companys common stock.  Name and Address
of Beneficial Owner
Title of Class (1)
Shares of
Common Stock Beneficially Owned(1)
Percentage
Ownership(2)Acadia LLC
131 E. Oakland Drive
Saint Rose, LA 7008
Common
76,183,562
8.12%Bayou Business
4041 Williams Blvd. Ste A9 #192
Kenner, LA 70065
Common
50,000,000
5.33%Capital Formula
PO Box 3923
Carson City, NV 89072
Common
45,000,000
4.79%Affinity Advisors, LLC
8 Wayride Circle
Bensford, NY 14534
Common
35,000,000
3.73%Donal Pratt
261 South Timber Creek Drive
Amarillo, TX 79118
Common
45,727,397
6.77%Henry Larrucca, President, CEO, CFO, Treasurer,
Director
56-141 Maika Way
Kaleiwa, HI 96712
Common
82,021,000
8.74%All officers and directors
as a group (1 person)

82,021,000
8.74%  Securities
Authorized for Issuance Under Equity Compensation Plans  On November 9, 2010,
the Company filed an S8 Registration Statement registering its 2010 Stock Option
Plan for Employees and Consultants. Under
the terms of the Plan, a total of 200,000,000 shares of stock or options to
purchase common stock can be issued to compensate directors, employees and
consultants of the Company for services rendered to the Company.


23


The
terms of the Plan are fully disclosed in the copy of the Plan filed as an
exhibit to the S8, but include the following:  *
price and other
terms of issuance of shares under the Plan are to be determined by the
Board of Directors, who administer the Plan and who will take into account
the market price of the Companys securities at the date of any agreement
to issue shares under the Plan.*
shares of
common stock issuable under the Plan have the same rights and restrictions
as all other issued and issuable shares of common stock of the
Company.    As of the date of
this filing, the Company issued 80,000,000 shares to an employee as prepayment
for bonus and salaries for the six-month period ended May 7, 2011.  ITEM
13. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE  Promissory
Notes  Concurrent with the sale of Elasco to Blu Vu, the previous owner,
Henry Larrucea who is the current officer and director of the Company, agreed to
exchange his outstanding demand note, with an outstanding balance of $856,750,
for a 10 year note at 5% for $600,000.  The difference of $256,750 was
recorded as a gain in other income in 2009.  Total interest paid or accrued
for the shareholder for the nine months ending September 30, 2010 was $22,039
and the balance of the note as of September 30, 2010 was $587,684. Payments have
not been made on this note since July 2009.  There was $35,804 of accrued
interest at September 30, 2010.  Mr.
Larrucea also received a promissory note for the stock of Elasco for $540,000.
 The note is due in monthly payments of $10,000 and bears interest at
4.23%.  The note is secured by the stock of Elasco.  Total interest
paid or accrued for the shareholder for the nine months ending September 30,
2010 was $16,099 and the balance of the note as of September 30, 2010 was
$507,425.  Payments have not been made on this note since August 2009.
 There is $25,161 of accrued interest at September 30, 2010.  Both of
the above notes are currently in default due to non-payment of principal and
interest.  Upon default the loans become due on demand.  Mr. Larrucea
has granted a waiver which waives the default under the terms of the notes and
releases the Company from any liquidated damage provision.  The
Company has two notes payable to shareholders for $20,000 and $19,500, which it
acquired under the May 26, 2010 Blu Vu asset purchase agreement.  These
notes are due on May 28, 2011 and bear interest at 5.0%.  Both notes are
convertible into shares of the Companys common stock at a conversion discount
of 70% of the stocks bid price but in no event shall the conversion price be
less than the par value of $0.001  The
Company has nine notes payable to shareholders for a total of $136,000.
 These notes are due ranging from September 17, 2010, to March 28, 2011,
all bearing interest at 5.0%.  All nine notes are convertible into shares
of the Companys common stock at a conversion discount of 70% of the stock bid
price but in no event shall the conversion price be less than the par value of
$0.001.


24


As of
September 30, 2010, the Company had authorized unissued common stock of
9,321,521,020 shares, which is sufficient to cover shares to be issued upon
conversion of all convertible notes.  The
terms of the convertible notes payable included beneficial conversion feature
amounting to $175,500 and was recognized as debt discount, which is to be
amortized over the lives of the convertible notes. The Company recorded
amortization of such debt discount as interest expense for an amount of $96,167
in the nine months ended September 30, 2010. As of September 30, 2010, the total
net carrying amount of these convertible notes was $96,167.  Current
maturities of the notes payable for each of the five years ending September 30
are as follows:    Commitments  The
Company leases a manufacturing and office facility from a related partnership as
an operating lease which expires in 2015.  This lease currently requires
monthly payments of $5,533 plus related insurance and maintenance.  Rental
expense under this lease for the nine months ended September 30, 2010 was
$49,797 all of which was paid to a related party.  Future
rental payments required under this operating lease are as follows:  Year
Ended September
30, 2011  $
66,396 2012 66,396 2013
                                                                        66,396 2014 66,396 2015 66,396   The
Company has an employment agreement with Jeff Bozanic to develop its re-breather
technology.  The agreement is for three years starting January 1, 2010 at a
cost of $10,000 per month. As of September 30, 2010, the Company owed Mr.
Bozanic $90,000.  Prior
to the asset purchase agreement  between Blu Vu and Deltron, Blu Vu was in
negotiations with Radikal, AS (Radikal), the owner of intellectual property
involving rebreather technology, to purchase its intellectual property involving
said technology.  At that time, Blu Vu


25


did not
own any rebreather technology.  No agreement was reached between Blu Vu and
Radikal prior to the asset purchase agreement with Deltron.   On
August 4, 2010, the Company entered into an agreement with Radikal to purchase
its intellectual property involving said technology (the Radikal Agreement).
 The Radikal Agreement requires the Company to pay a per unit fee of $35
for at least 500 units per year for 2 years, after which the obligation to
Radikal will be fulfilled.  Pursuant to the terms of the Radikal Agreement, Radikal has
transferred all U.S. and international patent rights to the Company. If the per
unit fee payments are not made when due, Radikal has the right to the return of
the intellectual property transferred. Payments for these rights are not
required to begin until January 2012.  Director
Independence  We are
not currently subject to listing requirements of any national securities
exchange or inter-dealer quotation system which has requirements that a majority
of the board of directors be independent and, as a result, we are not at this
time required to (and we do not) have our Board of Directors comprised of a
majority of Independent Directors.       ITEM
14. PRINCIPAL
ACCOUNTANT FEES AND SERVICES  Audit
Fees.  The aggregate fees
billed to us by our principal accountants for services rendered during the
fiscal years ended September 30, 2010 and 2009, are set forth in the table
below:  Fee Category
Fiscal year ended
September 30, 2010
Fiscal year ended
September 30, 2009Audit fees (1)
$ 61,250
$ 6,500Audit-related fees (2)
0
0Tax fees (3)
0All other fees (4)
0
0Total fees
$ 61,250
$ 6,500  (1) Audit
fees consist of fees incurred for professional services rendered for the audit
of consolidated financial statements, for reviews of our interim consolidated
financial statements included in our quarterly reports on Form 10-Q and for
services that are normally provided in connection with statutory or regulatory
filings or engagements.  (2) Audit-related
fees consist of fees billed for professional services that are reasonably
related to the performance of the audit or review of our consolidated financial
statements, but are not reported under Audit fees.  (3) Tax
fees consist of fees billed for professional services relating to tax
compliance, tax planning, and tax advice.


26


(4) All
other fees consist of fees billed for all other services.  Audit Committees
Pre-Approval Practice.  We do
not have an audit committee.  Our board of directors performs the function
of an audit committee.  Section 10A(i) of the Securities Exchange Act of
1934, as amended, prohibits our auditors from performing audit services for us
as well as any services not considered to be audit services unless such services
are pre-approved by our audit committee or, in cases where no such committee
exists, by our board of directors (in lieu of an audit committee) or unless the
services meet certain de minimis standards


27


PART
IV    ITEM
15. EXHIBITS,
FINANCIAL STATEMENT SCHEDULES  The following
exhibits are included as part of this report:  Exhibit
No.

Description3.1

Articles
of Incorporation of Registrant (1)3.2

By-Laws
of Registrant (1)10.1

Asset
Purchase Agreement(3)14.1

Code
of Ethics (2)21

List
of Subsidiaries(*)23.1

Consent
of Larry ODonnell(3)23.2

Consent
of  Cacciamatta Accountancy Corporation31.1/31.2

Certification
of Principal Executive and Financial Officer, pursuant to SEC
Rules 13a-14(a) and 15d-14(a), adopted pursuant to Section 302
of the Sarbanes-Oxley Act of 2002(*)32.1/32.2

Certification
of Chief Executive and Financial Officer, pursuant to 18 U.S.C.
Section 1350, adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002(*)  (1) Filed
with the Securities and Exchange Commission on December 8, 2005, as an exhibit,
numbered as indicated above, to the Registrants registration statement on the
Registrants Registration Statement on Form SB-2 (file no. 333-130197), which
exhibit is incorporated herein by reference.  (2) Filed
with the Securities and Exchange Commission on December 28, 2006, as an exhibit,
numbered as indicated above, to the Registrants Annual Report on Form 10-KSB
for the year ended September 30, 2006, which exhibit is incorporated herein by
reference.  (3) The
Company filed a Current Report on form 8K on May 28, 2010, reporting the
completion of the Asset Purchase Agreement under which the Company acquired the
assets and liabilities of Blu Vu Deep Oil & Gas Exploration, Inc. including
its ownership of 100% of the outstanding stock of Elasco, Inc. (Elasco), and
which included the audited consolidated financial statements of Blu Vu, and had
attached as Exhibit 10.1 thereto a copy of the Asset Purchase Agreement.
 The Agreement is incorporated herein by reference. Mr. ODonnel has
provided his consent for the incorporation by reference of his report on the
audited consolidated financial statements of Blu Vu.  * Filed herewith.


28


SIGNATURES   Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.  Date:
 January 13, 2011 DELTRON,
INC.   By:/s/ Henry Larrucea Name: Henry
Larrucea Title: President   Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated. Signature
Title
Date/s/
Henry Larrucea
_________________________
Henry
Larrucea
President,
Chief Executive Officer (principal executive officer), Chief Financial
Officer (principal financial officer), Treasurer, and member of the Board
of Directors
January
13, 2011


29


PART IV  FINANCIAL INFORMATION CACCIAMATTA ACCOUNTANCY
CORPORATION   2601
MAIN STREET, SUITE 580, IRVINE CA 92614 PHONE:
(949) 860-9883  REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM  To the Board of Directors
andStockholders of Deltron, Inc. and Subsidiary  We have audited the accompanying consolidated
balance sheet of Deltron, Inc. and Subsidiary as of September 30, 2010, and the
related consolidated statements of operations, stockholders equity, and cash
flows for the nine months ended September 30, 2010. The Companys management is
responsible for these consolidated financial statements. Our responsibility is
to express an opinion on these consolidated financial statements based on our
audit. The consolidated financial statements of Deltron, Inc. and Subsidiary as
of December 31, 2009 were audited by other auditors whose report dated March 31,
2010, on those statements included an explanatory paragraph that describes the
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern and that the Company has suffered losses from
operations and a accumulated deficit at December 31, 2009 , which raise
substantial doubt about the Companys ability to continue as a going
concern.  We conducted our audit
in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Companys internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated financial statements, assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
consolidated financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.  In our opinion, the
consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Deltron, Inc. and Subsidiary as of
September 30, 2010, and the results of its operations and its cash flows for the
nine months ended September 30, 2010, in conformity with accounting principles
generally accepted in the United States of America.  The accompanying consolidated financial
statements for the nine months ended September 30, 2010 have been prepared
assuming the Company will continue as a going concern. As discussed in Note 2 to
the consolidated financial statements, the Company has incurred recurring losses
from operations and negative cash flows from operating activities and has a net
stockholders deficit that raise substantial doubt about its ability to continue
as a going concern. Managements plans in regards to these matters are also
described in Note 2. The consolidated financial statements do not contain any
adjustments that might result from the outcome of these
uncertainties.  /s/ Cacciamatta
Accountancy Corporation

Cacciamatta
Accountancy CorporationIrvine,
CaliforniaJanuary 13,
2011             Deltron, Inc. and SubsidiaryCONSOLIDATED BALANCE SHEETSSeptember 30

December 312010

2009AssetsCurrent
Assets:Cash




$
        1,852

$
      29,986Accounts
receivable, net of allowance of doubtful accounts of $2,630
660,395

250,993and
$7,821 at September 30, 2010 and December 31, 2009, respectivelyInventory,
net of allowance of obsolescence of $9,795 and $9,000 atSeptember
30, 2010 and December 31, 2009, respectively
332,676

320,786Loan
receivable



41,000

41,000Prepaid
expenses and other receivables

19,826

4,632Total
Current Assets



1,055,749

647,397Property
and equipment, net



32,239

49,841Total
Assets






$
  1,087,988

$
    697,238Liabilities
and Stockholders' (Deficit) EquityCurrent
liabilitiesLine
of credit



$
    125,000

$
    125,000Bank
overdraft



10,506

-Accounts
payable



452,318

171,274Accrued
expenses



75,091

28,563Income
taxes payable



1,600

-Accrued
expenses - related parties

150,000

-Accrued
interest - related parties


63,541

23,633Convertible
notes - related parties, net of note discount of $79,333
96,167

-Current
portion of long term debt - related party
334,587

207,925Total
Current Liabilities



1,308,810

556,395Notes
payable - related party, net of current portion

760,523

887,184Total
Liabilities





2,069,333

1,443,579Stockholders'
(Deficit) EquityCommon
stock, $0.001 par value; 10,000,000,000 sharesauthorized,
678,478,980 and 123,978,980 shares issued and outstandingat
September 30, 2010 and December 31, 2009, respectively
678,479

123,979Additional
paid-in capital



1,418,767

1,847,681Accumulated
deficit



(3,078,591)

(2,718,001)Total
Stockholders' (Deficit)


(981,345)

(746,341)Total
Liabilities and Stockholders' (Deficit)


$
  1,087,988

$
    697,238The
accompanying notes are an integral part of these consolidated financial
statements.         Deltron, Inc.
and SubsidiaryCONSOLIDATED
STATEMENTS OF OPERATIONSFor the nine
months endedSeptember
30,2010

2009(Unaudited)Sales





$2,546,606

$ 1,511,133Cost of sales





2,269,102

1,364,162Gross profit





277,504

146,971Selling, general and
administrative expenses
467,036

757,837Operating income (loss)




(189,532)

(610,866)Other income (expense)Interest expense




(149,564)

(58,948)Other income




-

12,500Write off of debt from
subsidiary



(21,799)

-Gain on extinguishment of
debt




-

256,750Gain on disposal of
assets



1,905

-Total other income
(expense)



(169,458)

210,302Loss before provision for
income taxes


(358,990)

(400,564)Provision for income taxes



1,600

-Net loss





$  (360,590)

$  (400,564)Per share informationNet loss per common
shareBasic





$
     (0.001)

$
     (0.008)Fully diluted




$
     (0.001)

$
     (0.008)Weighted average number of
commonstock outstanding -
basic



377,870,921

49,845,698Weighted average number of
commonstock outstanding -
diluted



377,870,921

49,845,698The accompanying
notes are an integral part of these consolidated financial statements.            Deltron, Inc.
and SubsidiaryCONSOLIDATED
STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITYAdditionalCommon
Stock

paid-in

AccumulatedNumber of
shares

Amount

Capital

Deficit

TotalsBalance - December 31,
2008

14,403,074

$
     14,403

$
    1,911,235

$
    (2,218,137)

$
    (292,499)Recapitalization in reverse
acquisition




(624,200)



(624,200)Issuance of stock for
cash

76,031,699

76,032

529,190



605,222Net loss









(400,564)

(400,564)Balance - September 30, 2009
(Unaudited)
90,434,773

90,435

1,816,225

(2,618,701)

(712,041)Issuance of stock for
cash

33,544,207

33,544

31,456



65,000Net loss









(99,299)

(99,299)Balance - December 31,
2009

123,978,980

123,979

1,847,681

(2,718,001)

(746,341)Beneficial conversion
feature- convertible notes payable -
related parties




175,500



175,500Recapitalization in reverse
acquisition
554,500,000

554,500

(604,414)



(49,914)Net loss









(360,590)

(360,590)Balance - September 30,
2010

678,478,980

$
    678,479

$
    1,418,767

$
    (3,078,591)

$
    (981,345)The accompanying
notes are an integral part of these consolidated financial statements.                 Deltron, Inc.
and SubsidiaryCONSOLIDATED
STATEMENTS OF CASH FLOWSFor the nine
months endedSeptember
30,2010

2009(Unaudited)Cash Flows from Operating
Activities:Net loss




$ (360,590)

$ (400,564)Adjustments to reconcile net
loss to net cash usedin operating activities:Depreciation




17,602

3,500Bad debt expense



(5,191)Inventory obsolescence



795Beneficial conversion
feature


96,167

-Gain on disposal of
assets


(1,905)

-Write off of debt from
subsidiary


21,799Gain on extinguishment of
debt


-

(256,750)(Increase) Decrease in accounts
receivable

(404,211)

49,743(Increase) Decrease in
inventory


(12,685)

(65,995)(Increase) Decrease in prepaid
expenses and other receivables
(15,194)

(68,480)Increase (decrease) in accounts
payable

211,237

155,157Increase (decrease) in accrued
expenses

48,128

(32,012)Increase (decrease) in accrued
expenses - related parties
150,000

-Increase (decrease) in accrued
interest - related parties
39,908

-Net Cash (Used) by Operating
Activities


(214,140)

(615,401)Cash Flows From Investing
ActivitiesIncrease in loans
receivable


-

-Purchase of equipment



-

-Net Cash Used in Investing
Activities


-

-Cash Flows From Financing
ActivitiesProceeds from sale of common
stock

-

605,222Borrowing  on line of
credit


-

15,000Increase in bank
overdraft


10,506

-Borrowing on related party
notes


175,500

-Payments on shareholder
loans


-

(57,391)Net Cash Provided  by
Financing Activities

186,006

562,831Net (decrease) in Cash



(28,134)

(52,570)Cash and Cash Equivalents -
Beginning of Period

29,986

78,738Cash and Cash Equivalents - End
of Period

$
    1,852

$
   26,168SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION:Cash paid for interest
expense


$
    6,184

$
   52,594Cash paid for income
taxes


$
           -

$
       800The accompanying notes are an
integral part of these consolidated financial statements.


Deltron,
Inc. and Subsidiary Notes to
Consolidated Financial Statements September 30, 2010  NOTE -
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICES  Business Description  Deltron, Inc. (the Company) is a Nevada Corporation incorporated
on September 14, 2005.  It is based in Garden Grove, California.
 Through May 26, 2010 the Company was in the development stage. On May 26,
2010 the Company acquired all of the assets and liabilities of Blu Vu Deep Oil
& Gas Exploration, Inc. (Blu Vu) including its ownership of 100% of the
outstanding stock of Elasco, Inc. (Elasco) by issuance of 123,978,980
restricted shares of its common stock.  Elasco
was incorporated on October 25, 1979 in the state of California.  Its
principal business is manufacturing and selling of open cast molded polyurethane
elastomer products such as skateboard, roller skate, and industrial wheels.  After
the acquisition of Blu Vus assets, the Company is engaged in potential
manufacture and mass-market of proprietary breathing equipment developed
specifically for the oil and gas, mining and safety industries, and military and
recreational divers. The technology is still under development. Production and
manufacture of the equipment (primarily Closed-Circuit Rebreathers CCRs and
components used for all types of rebreathers) will be produced by the
wholly-owned subsidiary, Elasco, while the Company provides financial,
operational and technical expertise.  On
August 4, 2010, the Company entered into an agreement with Radikal, AS
(Radikal), the owner of intellectual property involving rebreather technology,
to purchase its intellectual property involving said technology (the Radikal
Agreement).  The Radikal Agreement requires the Company to pay a per unit
fee of $35 for at least 500 units per year for 2 years, after which the
obligation to Radikal will be fulfilled.  The Company is required to begin
making payments in January 2012.  Pursuant to the terms of the Radikal Agreement, Radikal has
transferred all U.S. and international patent rights to the Company.
 However, if the per unit fee payments are not made when due, Radikal has
the right to the return of the intellectual property transferred.  The
acquisition of Blu Vus assets and Elasco, Inc. by the Company has been
accounted for as a reverse recapitalization.  The reverse recapitalization
was the acquisition of a private operating company into a non-operating public
shell corporation with nominal net assets and is treated as a capital
transaction, rather than a business combination.  As a result no goodwill
is recorded.  In this situation Deltron is the legal acquirer because it
acquired all of the assets and liabilities of Blu Vu and 100% of the stock of
Elasco and Elasco is the legal acquiree because its equity interests were
acquired.  However, Elasco is the acquirer and Deltron is the acquiree for
accounting purposes.  The pre-acquisition financial statements of Elasco
are treated as the





historical financial statements of the consolidated companies
except that the equity section and earnings per share have been retroactively
restated to reflect the reverse recapitalization.  Change in Fiscal Year End  After
the reverse recapitalization, the Company adopted the fiscal year end of
Deltron, the former shell company, of September 30 for financial reporting
purposes on Form 10-K. Because Elasco is considered the accounting acquirer and
the predecessor entity for SEC reporting purposes in the acquisition, this
change in fiscal year end is deemed to be a change in Elascos fiscal year end.
These consolidated financial statements represent the financial position of the
Company as of September 30, 2010 and the results of the Companys operations and
cash flows for the transition period from January 1, 2010 (the day after the end
of Elascos previous fiscal year) to September 30, 2010 (the end of the
Companys new fiscal year). The results of the Companys operations and cash
flows for the nine months ended September 30, 2009 are unaudited and are
presented for comparison purpose.  Principles of Consolidations  The
accompanying consolidated financial statements are presented in accordance with
U.S. generally accepted accounting principles. The consolidated financial
statements include the accounts of the Company and its wholly-owned subsidiary,
Elasco. All significant intercompany transactions have been eliminated in
consolidation.  Use
of Estimates  The
Companys consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America.
The preparation of the Companys consolidated financial statements requires the
Company to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the related disclosure of contingent assets and
liabilities at the date of the consolidated financial statements and the
reported amounts of revenues and expenses during the reporting period. On an
ongoing basis, the Company evaluates its estimates, including those related to
revenue recognition, doubtful accounts, intangible assets, and income taxes,
valuation of equity and debt instruments, contingencies and litigation. The
Company bases its estimates on historical experience and on various other
assumptions that are believed to be reasonable under the circumstances.
Accordingly, actual results may differ significantly from these estimates under
different assumptions or conditions.  Cash
and Cash Equivalents  For
purposes of reporting cash flows, the Company considers all short term debt
securities purchases with a maturity of three months or less to be cash
equivalents. The Company deposits its cash with major financial institutions and
may at times exceed the federally insured limit of $250,000.  At
September 30, 2010 cash did not exceed the federally insured limit.  The
Company believes that the risk of loss is minimal. To date, the Company has not
experienced any losses





related
to cash deposits with financial institutions. As of September 30, 2010, the
Company had an overdraft of $10,506 and cash balance of $1,852.  Accounts Receivable  The
Company estimates the collectability of customer receivables on an ongoing basis
by reviewing past-due invoices and assessing the current creditworthiness of
each customer.  Allowances are provided for specific receivables
deemed to be at risk for collection. As of September 30, 2010, accounts
receivable amounted to $660,395, net of allowance of doubtful accounts of
$2,630.  Inventory  Inventory consists of raw material, work in progress, and finished
goods.  It is stated at the lower of cost or market on a first in, first
out (FIFO) basis. The Company also evaluates and reserves allowance of
obsolescence of its inventories.  Property and Equipment and Depreciation Policy  Property and equipment are recorded at cost, less accumulated
depreciation.  Cost of repairs and maintenance are expensed as they are
incurred. Major repairs that extend the useful life of equipment are capitalized
and depreciated over the remaining estimated useful life. When property and
equipment are sold or otherwise disposed, the related cost and accumulated
depreciation are removed from the respective accounts and the gains or losses
realized on the disposition are reflected in operations. The Company uses the
straight-line method in computing depreciation for financial reporting
purposes.  Income Taxes  The
Company recognizes the tax effects of transactions in the year in which such
transactions enter into the determination of net income, regardless of when
reported for tax purposes.  Deferred taxes are provided in the financial
statements under ASC 740-20 to give effect to the resulting temporary
differences which may arise from differences in the bases of fixed assets,
depreciation methods, allowances, and start-up costs based on the income taxes
expected to be payable in future years.  The
Company follows the provisions of uncertain tax positions as addressed in ASC
740-10-65-1.  The Company recognized approximately no increase in the
liability for unrecognized tax benefits.  The Company has no tax position
as of September 30, 2010 for which the ultimate deductibility is highly certain
but for which there is uncertainty about such timing of such deductibility.
 The Company recognizes interest accrued related to unrecognized tax
benefits in interest expense and penalties in operating expenses.  No such
interest or penalties were recognized during the periods presented.  The
Company had no accruals for interest and penalties at September 30, 2010.
 The Companys utilization of any net operating loss carry forward may be
unlikely as a result of its continued losses.





Fair
Value of Financial Instruments  The
accounting standards regarding fair value of financial instruments and related
fair value measurements define financial instruments and require disclosure of
the fair value of financial instruments held by the Company. The Company
considers the carrying amount of cash, prepaid expenses, accounts payable and
accrued liabilities, to approximate their fair values because of the short
period of time between the origination of such instruments and their expected
realization.  The
Company has also adopted ASC 820-10 (formerly SFAS 157, Fair Value
Measurements) which  defines fair value, establishes a three-level
valuation hierarchy for disclosures of fair value measurement and enhances
disclosure requirements for fair value measures. The three levels are defined as
follow:  ·
Level 1   inputs to the valuation methodology
are quoted prices (unadjusted) for identical assets or liabilities
in active markets.  ·
Level 2   inputs to the valuation methodology
include quoted prices for similar assets and liabilities in active
markets, and inputs that are observable for the assets or liability,
either directly or indirectly, for substantially the full term of the
financial instruments.  ·
Level 3   inputs to the valuation methodology
are unobservable and significant to the fair
value.  During
the nine months ended September 30, 2010, the Company issued convertible notes
totaling $175,500. As of September 30, 2010, the carrying value of these
convertible notes was $96,167. The Company used level 2 inputs for its valuation
methodology and the fair value was determined to be approximately $175,000 using
cash flows discounted at relevant market interest rates in effect at the period
close since there is no observable market price.  As of
September 30, 2010, the Company also owed two notes to Henry Larrucea, a
shareholder and officer of the Company. The total carrying amount of these notes
was $1,095,110. The Company used level 2 inputs for its valuation methodology
and the fair value was determined to be approximately $1,223,000 using cash
flows discounted at relevant market interest rates in effect at the period close
since there is no observable market price.  As of
September 30, 2010 the Company did not identify any other assets or liabilities
that are required to be presented on the balance sheet at fair value in
accordance with ASC 820-10.  Revenue Recognition  The
Company recognizes revenues through its consolidated wholly owned subsidiary.
Revenues are recognized from product sales upon shipping, at which time title
passes to the customer provided that there are no uncertainties regarding
customer acceptance, persuasive evidence of an arrangement exists, the sales
price is fixed and determinable and collectability is deemed probable.





Advertising Costs  Advertising costs are expensed when incurred.  Share-Based Compensation  The
Company has adopted ASC 718-20 (formerly SFAS No. 123R, Share-Based Payment
-revised 2004) (ASC718-20) and related interpretations which establish the
accounting for equity instruments exchanged for employee services. Under ASC
718-20, share-based compensation cost is measured at the grant date based on the
calculated fair value of the award. The expense is recognized over the
employees requisite service period, generally the vesting period of the
award.  Segment Information  Based
on the criteria established by ASC Topic 280 Segment
report (formerly SFAS No. 131, Disclosures about Segments of an
Enterprise and Related Information), the Company uses the management approach
for determining which, if any, of its products and services, locations,
customers or management structures constitute a reportable business segment. The
management approach designates the internal organization that is used by
management for making operating decisions and assessing performance as the
source of any reportable segments. As of September 30, 2010, the Company mainly
operated in two principal segments  development of the rebreather system and
sales of polyurethane elastomer products. The rebreather system is still under
development and has not generated any revenue. The following tables present
summarized information by segments:  Nine Months Ended September 30,2010


2009 (Unaudited)RevenuesRebreather
$
-

$
-Polyurethane

2,546,606


1,511,133$
2,546,606

$
1,511,133Cost
of salesRebreather
$
-

$
-Polyurethane

2,269,102


1,364,162$
2,269,102

$
1,364,162Gross
ProfitRebreather
$
-

$
-Polyurethane

277,504


146,971$
277,504

$
146,971





Selling,
general and administrative expensesRebreather
$
192,878

$
480,662Polyurethane

274,158


277,175$
467,036

$
757,837Loss
from operationsRebreather
$
(192,878)

$
(480,662)Polyurethane

3,346


(130,204)$
(189,532)

$
(610,866)September 30,


December 31,2010


2009Total
AssetsRebreather
$
42,852

$
44,763Polyurethane

1,045,136


652,475$
1,087,988

$
697,238   Comprehensive Income (Loss)  ASC 220-10 (formerly, SFAS No. 130, Reporting Comprehensive
Income) (ASC 220-10), requires disclosure of all components of comprehensive
income (loss) on an annual and interim basis.  Comprehensive income
(loss) is defined as the change in equity of a business enterprise during a
period from transactions and other events and circumstances from non-owner
sources.  The Companys comprehensive income (loss) is the same as its
reported net income (loss) for the periods ended September 30, 2010 and
2009.  Basic and Diluted Loss Per Share  The
Company has adopted ASC 260-10, Earnings per Share, (EPS) which
requires presentation of basic and diluted EPS on the face of the income
statement for all entities with complex capital structures and requires a
reconciliation of the numerator and denominator of the basic EPS computation to
the numerator and denominator of the diluted EPS computation.  In the
accompanying consolidated financial statements, basic net loss per common share
is computed by dividing net loss by the weighted average number of shares of
common stock outstanding during the period.  Diluted net loss per share is computed by
dividing the net loss for the period by the weighted average number of common
and dilutive common equivalent shares outstanding during the period. For
the nine months ended September 30, 2010, the Company has excluded all
common equivalent shares from the calculation of diluted net loss per share as
such securities are anti-dilutive.





Significant Recent Accounting Pronouncements  In May
2009, the Financial Accounting Standards Board ("FASB") issued Accounting
Standards Codification Topic No. 855, Subsequent Events. This guidance
establishes general standards of accounting for and, disclosure of, events that
occur after the balance sheet date but before financial statements are issued or
are available to be issued. It sets forth (i) the period after the balance sheet
date during which management of a reporting entity should evaluate events or
transactions that may occur for potential recognition or disclosure in the
financial statements, (ii) the circumstances under which an entity should
recognize events or transactions occurring after the balance sheet date in its
financial statements and (iii) the disclosures that an entity should make about
events or transactions that occurred after the balance sheet date. The guidance
is effective for interim or annual financial periods ending after June 15, 2009
and was adopted with no material effect on the Company's consolidated financial
statements.  In June
2009, the FASB issued Accounting Standards Codification Topic No. 105-10, The
FASB Accounting Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles ("ASC 105-10"). This guidance establishes the FASB
Accounting Standards Codification (the "Codification") as the source of
authoritative accounting principles recognized by the FASB to be applied by
nongovernmental entities in the preparation of financial statements in
conformity with U.S. GAAP.  Rules and interpretive releases of the SEC
under authority of federal securities laws are also sources of authoritative
U.S. GAAP for SEC registrants. All guidance contained in the Codification
carries an equal level of authority. The Codification superseded all existing
non-SEC accounting and reporting standards. All other non-grandfathered, non-SEC
accounting literature not included in the Codification is non-authoritative. The
FASB will not issue new standards in the form of Statements, FASB Staff
Positions or Emerging Issues Task Force Abstracts. Instead, it will issue
Accounting Standards Updates ("ASUs"). The FASB will not consider ASUs as
authoritative in their own right. ASUs will serve only to update the
Codification, provide background information about the guidance and provide the
basis for conclusions on the change(s) in the Codification. References made to
FASB guidance throughout this document have been updated for the Codification.
 ASC 105-10 is effective for the financial statements issued for interim
and annual periods ending after September 15, 2009.  The adoption will
have no material impact on the Companys consolidated financial statements but
will require that interim and annual filings include references to the
Codification.  In June
2009, the FASB issued ASC 810-10-30, Variable Interest Entities (formerly FASB
167), regarding when and how to determine, or re-determine, whether an entity is
a variable interest entity. In addition, FASB No. 167 replaces FIN 46Rs
quantitative approach for determining who has a controlling financial interest
in a variable interest entity with a qualitative approach. Furthermore, ASC
810-10-30 requires ongoing assessments of whether an entity is the primary
beneficiary of a variable interest entity. ASC 810-10-30 is effective beginning
January 1, 2010 and the adoption did not have a material impact on the
Companys consolidated financial statements.





In
October 2009, the FASB issued Accounting Standards Codification Topic No. 605,
Multiple-Deliverable Revenue Arrangements. This guidance establishes a selling
price hierarchy for determining the selling price of a deliverable and expands
the disclosures required for multiple-deliverable revenue arrangements. This
guidance is effective for revenue arrangements that are entered into or are
materially modified in fiscal years beginning on or after June 15, 2010, with
early adoption permitted. The adoption did not have material impact on the
Companys consolidated financial statements.  In
January 2010, the FASB issued ASU No. 2010-06 regarding fair value measurements
and disclosures and improvement in the disclosure about fair value measurements.
This ASU  requires  additional  disclosures regarding significant
transfers in and out of Levels 1 and 2 of fair value  measurements,
 including a description of  the  reasons  for  the
 transfers.  Further, this ASU requires additional disclosures for the
activity in Level 3 fair value measurements, requiring  presentation of information about purchases,
 sales,  issuances,  and settlements  in  the
 reconciliation  for  fair  value measurements. This ASU is
effective for fiscal years beginning after December 15, 2010, and for interim
periods within those fiscal years. The Company does not expect the adoption of
this ASU to have a material impact on our financial statements.  In
February 2010, the FASB issued Accounting Standards Update No. 2010-09 (ASU
2010-09) as amendments to certain recognition and disclosure requirements. The
amendments remove the requirement for an SEC filer to disclose a date in both
issued and revised financial statements. Revised financial statements include
financial statements revised as a result of either correction of an error or
retrospective application of U.S. GAAP. Those amendments remove potential
conflicts with the SECs literature. All of the amendments in ASU 2010-09 were
effective upon issuance for interim and annual periods. The adoption of ASU
2010-09 did not have a material impact on the Companys consolidated
financial statements.  In
March 2010, the FASB issued Accounting Standards Update (ASU) No. 2010-11,
which is included in the Codification under ASC 815, Derivatives and Hedging
(ASC 815).  This update clarifies the type of embedded credit
derivative that is exempt from embedded derivative bifurcation
requirements.  Only an embedded credit derivative that is related to
the subordination of one financial instrument to another qualifies for the
exemption.  This guidance is effective for interim and annual
reporting periods beginning January 1, 2010.  The adoption of this
standard did not have a material impact on the Companys consolidated financial
statements.  NOTE 2
 GOING CONCERN  The
accompanying consolidated financial statements have been prepared in accordance
with generally accepted accounting principles applicable to a going concern,
which contemplates the realization of assets and the satisfaction of liabilities
and commitments in the normal course of business. As of September 30, 2010, the
Company had a working capital deficit of $253,061, an accumulated deficit of
$3,078,591, and a net loss of $360,590 for the nine months then ended.  The
Companys continued operating losses and limited capital raise substantial doubt
about the Companys ability to continue as a going concern.  For the nine
months ended September 30, 2010, the Company was able to pay its obligations to
vendors from fund raised through issuance of convertible notes to certain
shareholders. The Company intends on financing its future





development activities from the same sources, until such time that
funds provided by operations are sufficient to fund working capital
requirements. If adequate funds are not available, it would have a material
adverse effect on the Companys business, financial condition and/or results of
operations and may ultimately cause discontinuance of operations.  NOTE 3
 INVENTORY  Inventory consisted of the following:  September
30, 2010 December
31, 2009 Raw
material $232,962  $219,372 Work
in process 41,513 31,210 Finished
goods 67,996 79,204 342,471 329,786 Less
allowance for obsolete inventory (9,795) (9,000) $332,676 $320,786  NOTE 4 - PROPERTY AND
EQUIPMENT  Property and equipment consisted of the following:  September
30, 2010 December
31, 2009 Machinery
& equipment $237,377 $237,377 Tooling 139,138 139,138 Computer
equipment 94,383 94,383 Leasehold
improvements 38,720 38,720 Furniture,
fixtures and office equipment 17,033 17,033 526,651 526,651 Less
accumulated depreciation 494,412
         476,810 $
 32,239 $
 49,841  For the nine months
ended September 30, 2010, the Company recorded depreciation expense of
$17,602.  NOTE 5
 LINE OF CREDIT  The
Company has entered into a line of credit agreement with a bank.  The
maximum borrowing is $125,000.  Interest is calculated at prime plus 1.5%
(with an interest rate floor of 6.5%) and is paid monthly.  The agreement
expires December 1, 2010 at which time the entire principal balance is due.
 The line of credit is personally guaranteed by the Trust of the former
owner of Elasco, who is the officer and director of the Company.  The
outstanding balance at both September 30, 2010 and December 31, 2009 was
$125,000 at 6.5%.  The Company renewed the agreement with the bank on
December 1, 2010.  See Note 11 for details.





NOTE 6
 NOTES PAYABLE  RELATED PARTY  Concurrent with the sale of Elasco to Blu Vu, the previous owner,
Henry Larrucea who is the current officer and director of the Company, agreed to
exchange his outstanding demand note, with an outstanding balance of $856,750,
for a 10 year note at 5% for $600,000.  The difference of $256,750 was
recorded as a gain in other income in 2009.  Total interest paid or accrued
for the shareholder for the nine months ending September 30, 2010 was $22,039
and the balance of the note as of September 30, 2010 was $587,684. Payments have
not been made on this note since July 2009.  There was $35,804 of accrued
interest at September 30, 2010.  Mr.
Larrucea received a promissory note for the stock of Elasco for $540,000.
 The note is due in monthly payments of $10,000 and bears interest at
4.23%.  The note is secured by the stock of Elasco.  Total interest
paid or accrued for the shareholder for the nine months ending September 30,
2010 was $16,099 and the balance of the note as of September 30, 2010 was
$507,425.  Payments have not been made on this note since August 2009.
 There is $25,161 of accrued interest at September 30, 2010.  Both of
the above notes are currently in default due to non-payment of principal and
interest.  Upon default the loans become due on demand.  Mr. Larrucea
has granted a waiver which waives the default under the terms of the notes and
releases the Company from any liquidated damage provision.  The
Company has two notes payable to shareholders for $20,000 and $19,500, which it
acquired under the May 26, 2010 Blu Vu asset purchase agreement.  These
notes are due on May 28, 2011 and bear interest at 5.0%.  Both notes are
convertible into shares of the Companys common stock at a conversion discount
of 70% of the stocks bid price but in no event shall the conversion price be
less than the par value of $0.001.  The
Company has nine notes payable to shareholders for a total of $136,000.
 These notes are due ranging from September 17, 2010, to March 28, 2011,
all bearing interest at 5.0%.  All nine notes are convertible into shares
of the Companys common stock at a conversion discount of 70% of the stock bid
price but in no event shall the conversion price be less than the par value of
$0.001.  As of
September 30, 2010, the Company had authorized unissued common stock of
9,321,521,020 shares, which is sufficient to cover shares to be issued upon
conversion of all convertible notes.  The
terms of the convertible notes payable included beneficial conversion feature
amounting to $175,500 and was recognized as debt discount, which is to be
amortized over the lives of the convertible notes. The Company recorded
amortization of such debt discount as interest expense for an amount of $96,167
in the nine months ended September 30, 2010. As of September 30, 2010, the total
net carrying amount of these convertible notes was $96,167.  Current
maturities of the notes payable for each of the five years ending September 30
are as follows:





Year

Amount2011
$
510,0882012

163,7792013

171,2752014

118,6562015

62,355Thereafter

244,457Total
$
1,270,610  NOTE 7
 CONCENTRATION OF CREDIT RISK  A
material part of the Companys account receivables is outstanding with five
customers.  The amount owed by these customers at September 30, 2010, was
$518,092, approximately 78% of the Companys receivables.  Sales to the top
five customers represented 82% of total sales for the nine months ended
September 30, 2010.  The amount owed by these customers at December 31,
2009, was $176,498, approximately 70% of the Companys receivables.  Sales
to these customers represented 73% of total sales for the nine months ended
September 30, 2009. Sales are concentrated in the western United States. For the
nine months ended September 30, 2010 and 2009, the Company purchased
approximately $698,000 and $410,000, respectively, of raw material from five
suppliers, which represented 59% and 62%, respectively, of the Companys total
purchases. As of September 30, 2010 and December 31, 2009, amounts owed to these
five suppliers were approximately $186,000 and $30,000, which represented 41%
and 17% , respectively, of the total accounts payable.  NOTE 8
 COMMITMENTS  RELATED PARTIES  The
Company leases a manufacturing and office facility from a related partnership as
an operating lease which expires in 2015.  This lease currently requires
monthly payments of $5,533 plus related insurance and maintenance.  Rental
expense under this lease for the nine months ended September 30, 2010 was
$49,797 all of which was paid to a related party.  Future
rental payments required under this operating lease are as follows:  Year
Ended September
30, 2011  $
66,396 2012 66,396 2013
                                                                        66,396 2014 66,396 2015 66,396   The
Company has an employment agreement with Jeff Bozanic to develop its re-breather
technology.  The agreement is for three years starting January 1, 2010 at a
cost of $10,000 per month. As of September 30, 2010, the Company owed Mr.
Bozanic $90,000.





Prior
to the asset purchase agreement  between Blu Vu and Deltron, Blu Vu was in
negotiations with Radikal, AS (Radikal), the owner of intellectual property
involving rebreather technology, to purchase its intellectual property involving
said technology.  At that time, Blu Vu did not own any rebreather
technology.  No agreement was reached between Blu Vu and Radikal prior to
the asset purchase agreement with Deltron.   On August 4, 2010, the
Company entered into an agreement with Radikal to purchase its intellectual
property involving said technology (the Radikal Agreement).  The Radikal
Agreement requires the Company to pay a per unit fee of $35 for at least 500
units per year for 2 years, after which the obligation to Radikal will be
fulfilled.  Pursuant to the terms of the Radikal Agreement, Radikal has
transferred all U.S. and international patent rights to the Company. If the per
unit fee payments are not made when due, Radikal has the right to the return of
the intellectual property transferred. Payments for these rights are not
required to begin until January 2012.  NOTE 9
 STOCKHOLDERS EQUITY  At
December 31, 2009 the Company had 5,545,000 shares of common stock, par value
$.001, outstanding.  On March 10, 2010, the Corporations Board of
Directors approved a one hundred-for-one (100:1) forward split of the
Corporations common stock, par value $0.001 per share. The forward split was
for shareholders of record as of the close of business on Friday, April 30,
2010, and the market effective date for the reverse stock split was May 3, 2010.
As a result of the forward stock split, for every one share of the Corporations
old common stock shareholders received ninety-nine additional shares of the
Corporations new common stock.  Immediately following the forward split,
the number of shares of the Corporations outstanding issued common stock was
increased from 5,545,000 shares to approximately 554,500,000 shares, par value
$.001.  On May
26, 2010, the Company entered into an Asset Purchase Agreement (the Agreement)
with Blu Vu Deep Oil & Gas Exploration, Inc., a Nevada corporation.
 Under the terms of the Agreement, the Company purchased substantially all
of the assets of Blu Vu, consisting of, but not limited to, all stock of Blu
Vus subsidiary, Elasco, Inc., certain intellectual properties, computer
programs and software, contracts, claims and accounts receivables associated
with the operation of Blu Vus business of developing underwater deep breathing
apparatus.  In consideration of the sale of the assets of Blu Vu, the
shareholders of Blu Vu, received restrictedcommon shares of the Company
totaling 123,978,980.  No other considerations were exchanged in the
transaction.  As of
September 30, 2010, the number of common shares issued and outstanding was
678,478,980.  NOTE 10
 INCOME TAXES  The
Company recognizes deferred income tax liabilities and assets for the expected
future tax consequences of events that have been recognized in the financial
statements or tax returns.





Under
this method, deferred tax liabilities and assets are determined based on the
differences between the financial statement carrying amounts and the tax basis
of assets and liabilities using enacted tax rates in effect in the years in
which the differences are expected to reverse.  The
Company incurred no income taxes for the periods ended September 30, 2010 and
2009 except for $800 each year for state franchise taxes.  For the nine
months ended September 30, 2010 the Company had incurred a loss and had state
income taxes payable of $1,600 at September 30, 2010.  No income tax
benefit was recognized as of September 30, 2010 and December 31, 2009 as a
result of the valuation allowance applied to deferred tax assets, due to the
uncertainty of recognizing any future tax benefits from the NOL.  The
income tax expense consists of the following:  State tax
expense

$
              1,600Income tax
expense
$
              1,600  The
Companys net loss of approximately $170,000 will be carried forward to offset
future taxable income.  As of September 30, 2010, the Companys federal NOL
is approximately $262,000 expiring in 2025, and its California NOL is
approximately $171,000 expiring 2015. The Company has book/tax differences of
approximately $188,000 comprised of accrued officers compensation of $60,000,
accrued consulting of $90,000 and accrued interest of 38,000. These differences
result in a deferred tax asset of approximately $64,000.  The federal and
California NOLs result in a deferred tax asset of approximately $81,400.
 Due to the uncertainty of recognizing any future benefit, the Company has
recorded a valuation allowance of $145,400 to offset the deferred tax asset.
 The valuation allowance increased $122,900 from September 30, 2009, as a
result of the uncertainty of utilizing the deferred tax assets.  The deferred tax
asset comprised the following at September 30, 2010:  Deferred tax
asset:Federal benefit
of NOL carryover
$
           65,500California
benefit of NOL carryover
15,900Accrued
officer's compensation
20,400Accrued
consulting
30,600Accrued
interest

13,000Total


145,400Valuation
allowance
(145,400)Net deferred
tax asset
$
                  -





NOTE 11
 SUBSEQUENT EVENTS  The Company has
evaluated subsequent event for purposes of recognition or disclosure in the
financial statements through the date of issuance of its financial
statements.  Subsequent to year
end, the Company issued 80,000,000 shares to Elascos president as a bonus and
prepaid salary over the next six months under an Employee Stock Incentive
Program (ESIP).  In
October through December 2010, the Company issued convertible notes for $35,000,
$30,000 and $12,500, respectively to one investor. These notes are due in six
months and bear interest at  10%.  All three notes are convertible
into shares of the Companys common stock at a conversion discount of 50% of the
stock bid price, with no floor.  On
December 1, 2010, the Company renewed its line of credit agreement with a
principal amount of $100,000, which is due on December 5, 2011. The interest
rate is subject to change based on changes in the Wall Street Journal Prime Rate
but under no circumstances will the interest rate be less than 6.5% per annum.