UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 13D
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
The
Stallion Group
(Name
of Issuer)
Common
Stock
(Title of
Class of Securities)
(CUSIP
Number of Class of Securities)
Douglas
N. Bolen
Chief
Executive Officer
Delta
Oil & Gas, Inc.
2600
144 4th Avenue S.W.
Calgary,
Alberta, Canada T2P 3N4
(866)
355-3644
With
copies to:
Chad
J. Wiener
Quarles
& Brady LLP
411
E. Wisconsin Avenue, Suite 2040
(414)
277-5409
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
(Date of
Event Which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. o
Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See §240.13d-7 for other parties to whom copies are to
be sent.
* The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
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1
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NAMES
OF REPORTING PERSONS:
Delta
Oil & Gas, Inc.
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
91-2102350
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS):
(a)
¨
(b)
¨
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3
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SEC
USE ONLY:
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4
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SOURCE
OF FUNDS (SEE INSTRUCTIONS): OO
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e): ¨
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION: Colorado,
USA
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER:
58,635,139
shares
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8
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SHARED
VOTING POWER:
-0-
shares
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9
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SOLE
DISPOSITIVE POWER:
58,635,139
shares
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10
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SHARED
DISPOSITIVE POWER:
-0-
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
58,635,139
shares
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDED CERTAIN SHARES (SEE
INSTRUCTIONS): ¨
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 80%
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14
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS):
CO
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Item 1. Security and
Issuer.
This
statement on Schedule 13D (this “Schedule 13D”) relates to the common
stock, par value $0.001 (the “Common Stock”), of The Stallion Group, a Nevada
corporation (“Stallion”). The address of the principal offices of Stallion is
604-700 West Pender Street, Vancouver, British Columbia, Canada V6C
1G8.
Item 2. Identity and
Background.
(a)
This Schedule 13D is being filed by Delta Oil & Gas, Inc., a Colorado
corporation (“Delta” or the “Reporting Person”).
(b)
The address of the principal executive office of Delta is 2600 144 4th Avenue
S.W., Calgary, Alberta, Canada T2P 3N4. The business address of each of the
directors and officers of Delta is set forth on Schedule
A.
(c)
Delta is a company engaged in the exploration, development, acquisition and
operation of oil and gas properties. Set forth on Schedule A is
the name and present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which such
employment is conducted, of each of the directors and executive officers of
Delta, as of the date hereof.
(d) and
(e) During the last five years neither the
Reporting Person nor, to the best knowledge of the Reporting Person, any person
named in Schedule A
(i) has been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors) or (ii) was a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction, and
is or was, as a result of such proceeding, subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f)
Delta is a Colorado corporation. The citizenship of each person named in Schedule A is
set forth thereon.
Item 3. Source and Amount of
Funds or Other Consideration.
To
fund the acquisition of the Common Stock, Delta issued approximately
19,545,026 shares
of common stock and paid $46,908 in cash. Each common share of Stallion is
exchangeable for 0.333333 of Delta’s common shares and $0.0008 in cash. Each
exchanged Common Share of Stallion has the rights, privileges, restrictions and
conditions described in the prospectus filed pursuant to Rule 424(b)(3) by
the Reporting Person on February 9, 2009 (File No. 333-153880), as amended
and supplemented by Prospectus Supplement No. 1 filed on March 16, 2009 and
Prospectus Supplement No. 2 filed on March 17, 2009 (collectively, the
“Prospectus”), and in the related Letter of Acceptance and Transmittal and
Notice of Guaranteed Delivery.
Item 4. Purpose of the
Transaction.
On
February 9, 2009, the Reporting Person commenced a tender offer (the
“Offer”) for all of the outstanding shares of Common Stock in exchange for
0.333333 of Delta common shares plus $0.0008 in cash for each outstanding share
of Common Stock upon the terms and subject to the conditions set forth in the
Prospectus. On March 27, 2009, the Reporting Person announced that it had
instructed the depository to accept for purchase all shares of Common Stock
validly tendered and not withdrawn. At that time, based on information provided
to the Reporting Person by the depository, 19,545,026 shares
of the Common Stock had been validly tendered and not withdrawn in connection
with the Offer. As of March 27, 2009, Delta owned 58,635,139 shares
of Common Stock, which represents approximately 80% of the shares of Common
Stock issued and outstanding as of March 27, 2009.
Delta
intends to operate Stallion’s business in substantially the manner in which it
is currently conducted following the consummation of the proposed
transaction. Because of potential adverse tax consequences, Delta has no
present intention of following up this tender offer with a merger,
consolidation, reorganization, or similar transaction with
Stallion.
The
Common Stock is eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). The Reporting Person intends to cause all necessary
steps to occur in order to effect such termination of
registration. Among the effects of termination of registration is
causing the Common Stock to cease to be authorized for quotation on the
over-the-counter bulletin board, an inter-dealer quotation system of a
registered national securities association.
Except
as described above, the Reporting Person does not have any plans or proposals
that would relate to any of the matters enumerated in clauses (a) through
(j) of this Item 4.
Item 5. Interest in Securities
of the Issuer.
(a) and
(b) The Reporting Person has
(i) beneficial ownership and (ii) power to vote or direct the vote of
19,545,026 shares
of the Common Stock, or approximately 80%
of the shares of Common Stock issued and outstanding as of March 27,
2009.
(c)
Kulwant Sandher tendered 762,500 shares of Common Stock in connection with the
Offer. Except as set forth in this Schedule 13D, neither the
Reporting Persons nor, to the knowledge of the Reporting Person, any person
referred to in Schedule A has
effected any transaction in the Common Stock during the past
60 days.
(d) and
(e) Not applicable.
Item 6. Contracts, Arrangements,
Understandings or Relationships With Respect to Securities of the
Issuer.
Except
as otherwise described in this Schedule 13D, to the knowledge of the
Reporting Person, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2 or
Schedule A to this Schedule 13D or between such persons and any other
person with respect to the securities of Stallion, including, but not limited
to, transfer or voting of any securities, finder’s fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits
or loss, pledge or the giving or withholding of proxies.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
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Delta
Oil & Gas, Inc.
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By:
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/s/
Douglas N.
Bolen
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Name:
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Douglas
N. Bolen
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Title:
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Chief
Executive Officer and Director
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Schedule A
Delta Oil & Gas,
Inc.
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Principal
Business
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or
Present
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Principal
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Occupation
or
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Name
& Principal Position
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Business
Address
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Citizenship
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Employment
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Douglas
N. Bolen
President,
Chief Executive Officer, Principal Executive Officer &
Director
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2600
144 4th Avenue S.W.
Calgary,
Alberta, Canada T2P3N4
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Canada
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President,
Chief Executive Officer, Principal Executive Officer & Director of
Delta Oil & Gas, Inc.
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Kulwant
Sandher
Chief
Financial Officer and Principal Financial Officer
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2600
144 4th Avenue S.W.
Calgary,
Alberta, Canada T2P3N4
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Canada
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Chief
Financial Officer and Principal Financial Officer of Delta Oil & Gas,
Inc.
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