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    <td width="100%" colspan="2" height="1"><p class="MsoNormal" align="center"
    style="text-align:center"><font size="4"><b>UNITED STATES</b></font></td>
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    <td width="100%" colspan="2" height="1"><p class="MsoNormal" align="center"
    style="text-align:center"><font size="4"><b>SECURITIES AND EXCHANGE COMMISSION</b></font></td>
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    <td width="100%" colspan="2" height="1"><p class="MsoNormal" align="center"
    style="text-align:center">&nbsp; </td>
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    <td width="100%" colspan="2" height="1"><p align="center"><font size="4"><b>Washington, DC
    20549</b></font></td>
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  <tr>
    <td width="100%" colspan="2" height="25">&nbsp;&nbsp; </td>
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    <td width="100%" colspan="2" height="1"><p align="center"><font size="3">Registration
    Statement</font></td>
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    <td width="100%" colspan="2" height="1"><p align="center"><font size="3">on Form S-8</font></td>
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    <td width="100%" colspan="2" height="1"><p align="center"><font size="3">Under the
    Securities Act of 1933</font></td>
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    <td width="100%" colspan="2" height="25">&nbsp; </td>
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    <td width="100%" colspan="2" height="1" style="border-bottom: 2px solid rgb(0,0,0)"><p
    align="center"><font size="5"><strong>DELTA SEABOARD INTERNATIONAL, INC.</strong></font></td>
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    <td width="100%" colspan="2" height="1"><p align="center"><font size="2">(Exact name of
    Registrant as specified in its charter)</font></td>
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  <tr>
    <td width="50%" height="25">&nbsp; </td>
    <td width="50%" height="25">&nbsp; </td>
  </tr>
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    <td width="50%" height="1" style="border-bottom: 2px solid rgb(0,0,0)"><p align="center"><font
    size="2">Nevada</font></td>
    <td width="50%" height="1" style="border-bottom: 2px solid rgb(0,0,0)"><p align="center"><font
    size="2">88-0225318</font></td>
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    <td width="50%" height="1"><p align="center"><font size="1">(State of Incorporation)</font></td>
    <td width="50%" height="1"><p align="center"><font size="1">(IRS Employer Identification
    Number)</font></td>
  </tr>
  <tr>
    <td width="50%" height="25">&nbsp;&nbsp; </td>
    <td width="50%" height="25">&nbsp; </td>
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    <td width="50%" align="center" height="1" style="border-bottom: 2px solid rgb(0,0,0)"><font
    size="2">601 Cien Street, Suite 235, Kemah TX</font></td>
    <td width="50%" height="1" style="border-bottom: 2px solid rgb(0,0,0)"><p align="center"><font
    size="2">77565-3077</font></td>
  </tr>
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    <td width="50%" align="center" height="1"><p align="center"><font size="1">(Address of
    Principal Executive Offices)</font></td>
    <td width="50%" height="1"><p align="center"><font size="1">(Zip Code)</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="25">&nbsp;&nbsp; </td>
  </tr>
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    <td width="100%" colspan="2" align="center" height="1"
    style="border-bottom: 2px solid rgb(0,0,0)"><font size="2">2011 Employee Benefit Plan</font></td>
  </tr>
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    <td width="100%" colspan="2" align="center" height="1"><font size="1">(Full title of the
    plan)</font></td>
  </tr>
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    <td width="100%" colspan="2" align="center" height="25"></td>
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    <td width="100%" colspan="2" align="center" height="1"
    style="border-bottom: 2px solid rgb(0,0,0)"><font size="2">Daniel Dror, 601 Cien Street,
    Suite 235, Kemah TX 77565 ( 281) 334-9479</font></td>
  </tr>
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    <td width="100%" colspan="2" align="center" height="1"><font size="1">(Name, address and
    telephone number of agent for service)</font></td>
  </tr>
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    <td width="100%" colspan="2" align="center" height="25"></td>
  </tr>
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    <td width="100%" colspan="2" height="1" style="border-bottom: 2px solid rgb(0,0,0)"><p
    align="center"><font size="2">Approximate Date of Commencement of Proposed Sales under the
    Plan:</font></td>
  </tr>
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    <td width="100%" colspan="2" height="1"><p class="MsoNormal" align="center"
    style="text-align:center"><font size="1">As soon as practicable after this Registration
    Statement becomes effective</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="25">&nbsp;&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center" height="1"><font size="2">Total Number of
    Pages: </font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center" height="1"><font size="1">Exhibit Index begins
    on sequentially numbered page: 3</font></td>
  </tr>
</table>

<p ALIGN="JUSTIFY"><font
style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer </font><font style="FONT-SIZE: 10pt" face="Times New Roman" size="2">(as
defined in Rule&nbsp;12b-2 of the Exchange Act)</font><font
style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"> or a smaller
reporting company</font><font style="FONT-SIZE: 10pt" face="Times New Roman" size="2"> </font><font
style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">.</font></p>

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    <td width="25%" align="center"><font
    style="DISPLAY: inline; FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman">Large accelerated
    filer <font style="FONT-FAMILY: Wingdings">&#168</font></font></td>
    <td width="25%" align="center"><font
    style="DISPLAY: inline; FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman">Accelerated filer <font
    style="FONT-FAMILY: Wingdings">&#168</font></font><font id="TAB2"
    style="COLOR: black; LETTER-SPACING: 27pt">&nbsp;</font></td>
    <td width="25%" align="center"><font
    style="DISPLAY: inline; FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman">Non-Accelerated
    filer <font style="FONT-FAMILY: Wingdings">&#168</font></font><font id="TAB2"
    style="COLOR: black; LETTER-SPACING: 27pt">&nbsp;</font></td>
    <td width="25%" align="center"><font
    style="DISPLAY: inline; FONT-SIZE: 8pt; FONT-FAMILY: Times New Roman">Smaller reporting
    company </font><font face="WINGDINGS" size="2">&#120</font></td>
  </tr>
</table>

<p align="center"><font size="2">Calculation of Registration Fee</font></p>

<table border="0" width="100%" cellspacing="0" height="56">
  <tr>
    <td width="26%"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0)" height="2"><font
    size="1">Title of Securities to be Registered</font></td>
    <td width="15%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0)" height="2"><font
    size="1">Amount to be Registered</font></td>
    <td width="23%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0)" height="2"><font
    size="1">Proposed Maximum Offering Price per Share</font></td>
    <td width="22%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0)" height="2"><font
    size="1">Proposed Maximum Aggregate Offering Price</font></td>
    <td width="14%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-right: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0)"
    height="20"><font size="1">Amount of Registration Fee</font></td>
  </tr>
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    <td width="26%"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"
    height="2"><font size="1">Common Stock par value $.001</font></td>
    <td width="15%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"
    height="2"><font size="1">3,000,000(1)</font></td>
    <td width="23%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"
    height="2"><font size="1">$0.05(2)</font></td>
    <td width="22%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"
    height="2"><font size="1">$150,000</font></td>
    <td width="14%" align="center" style="border: 1px solid rgb(0,0,0)" height="2"><font
    color="#000000" size="1">$3.45</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="5" height="1"><font size="1">(1) Securities being registered
    consist of common stock issuable to employees under the 2011 Employee Benefit Plan. The
    plan qualifies as an employee benefit plan as defined under Rule 405 of Regulation C.<br>
    (2) Pursuant to Rule 457(c), the registration fee is calculated on the basis of the
    average of the high and low price of the Registrant's common stock on the FINRA OTCBB on
    April 12, 2011.</font></td>
  </tr>
</table>
</div>

<p><br clear="all" style="page-break-before:always; mso-break-type:section-break">
</p>
<div><font FACE="Times New Roman" SIZE="2"><b>

<p ALIGN="CENTER"></b>&nbsp;</p>
<b>

<p ALIGN="CENTER">PART I</p>
</b>

<p ALIGN="CENTER">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT </p>

<p ALIGN="JUSTIFY">ITEM 1. PLAN INFORMATION </p>

<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The
document(s) containing the information specified in Part I will be sent or given to
participants in the Plan as specified by Rule 428(b)(1) of the Securities Act of 1933, as
amended (the &#147; Securities Act &#148;). Such documents are not being filed with the
Securities and Exchange Commission (the &#147;Commission&#148;) either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424
of the Securities Act. Such documents and the documents incorporated by reference in this
Registration Statement pursuant to Item&nbsp;3 of Part II hereof, taken together,
constitute a prospectus that meets the requirements of Section&nbsp;10(a) of the
Securities Act.</p>

<p ALIGN="JUSTIFY">ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION</p>

<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The
employees participating in the 2011 Employee Benefit Plan shall be provided a written
statement notifying them that upon written or oral request they will be provided, without
charge, (i) the documents incorporated by reference in Item 3 of Part II of the
registration statement, and (ii) other documents required to be delivered pursuant to Rule
428(b). The statement will inform the participants that these documents are incorporated
by reference in the Section 10(a) prospectus directed in writing or orally to the
Registrant's CEO or corporate secretary at 601 Cien Street, Suite 235, Kemah, TX 77565,
telephone number (281) 334-9479. </p>
<b>

<p ALIGN="CENTER">PART II</p>
</b>

<p ALIGN="CENTER">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT </p>

<p>ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; By this reference,
the following documents filed by the Registrant with the Securities and Exchange
Commission (the &quot;Commission&quot;) are incorporated into and made a part of this
Registration Statement:</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; - Registrant's
Quarterly Reports on Form 10-Q for the three-month periods ended March 31, 2010, June 30,
2010 and September 30, 2010, as filed with the Commission;</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; - Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 2010, as filed with the
Commission;</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; - Registrant's
Definitive Proxy Statement on Schedule 14C dated March 24, 2010, as filed with the
Commission; and</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; - The description of
the Registrant's Common Stock is set forth in the Registrant's Form 10-SB, as filed with
the Commission on August 24, 2004. </p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; All documents filed
by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the &quot;Exchange Act&quot;), subsequent to the date of
this Registration Statement and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby have been sold
or which deregisters all securities remaining unsold, shall be deemed to be incorporated
by reference in this Registration Statement and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement. </p>

<p ALIGN="JUSTIFY">ITEM 4. DESCRIPTION OF SECURITIES</p>

<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The
Registrant's common stock is registered under Section 12(g) of the Exchange Act. </p>

<p>Common Stock</p>

<p>Our Articles of Incorporation authorize the issuance of 195,000,000 shares of common
stock, par value $.0001. Our Certificate Holders of shares of common stock are entitled to
one vote for each share on all matters to be voted on by the shareholders. Holders of
common stock do not have cumulative voting rights. Holders of common stock are entitled to
share ratably in dividends, if any, as may be declared from time to time by the board of
directors in its discretion from funds legally available therefore. In the event of a
liquidation, dissolution or winding up of the Company, the holders of common stock are
entitled to share pro rata all assets remaining after payment in full of all liabilities.
All of the outstanding shares of common stock are fully paid and non-assessable. Holders
of common stock have no preemptive rights to purchase the Company's common stock. There
are no conversion or redemption rights or sinking fund provisions with respect to the
common stock.</p>

<p>Dividends</p>

<p>Dividends, if any, will be contingent upon our revenues and earnings, if any, capital
requirements and financial conditions. The payment of dividends, if any, will be within
the discretion of our board of directors. We intend to retain earnings, if any, for use in
its business operations and accordingly, the board of directors does not anticipate
declaring any dividends prior to a business combination transaction.</p>

<p>Undesignated Preferred Stock</p>

<p>Our Articles of Incorporation authorize the issuance of 5,000,000 shares of preferred
stock, par value $.0001, and vest in the Company's board of directors the authority to
establish series of unissued preferred shares by the designations, preferences,
limitations and relative rights, including voting rights, of the preferred shares of any
series so established to the same extent that such designations, preferences, limitations,
and relative rights could have been fully stated in the Articles of Incorporation, and in
order to establish a series, the board of directors shall adopt a resolution setting forth
the designation of the series and fixing and determining the designations, preferences,
limitations and relative rights, including voting rights, thereof or so much thereof as
shall not be fixed and determined by the Articles of Incorporation.</p>

<p>The board of directors is authorized, without further action by our shareholders, to
provide for the issuance of preferred shares and any preferred shares so issued would have
priority over the common stock with respect to dividend or liquidation rights. Any
issuance of preferred shares may have the effect of delaying, deferring or preventing a
change in control of the Company and may adversely affect the voting and other rights of
the holders of common stock. At present, the Company has no plans to issue any preferred
shares nor adopt any series, preferences or other classification of its preferred shares.</p>

<p ALIGN="JUSTIFY">ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL</p>

<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
None. </p>

<p ALIGN="JUSTIFY">ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 78.037 of
the Nevada Revised Statutes, or &#147; <u>NRS,</u> &#148; allows a corporation, through
its articles of incorporation, to limit or eliminate the personal liability of directors
and officers to the corporation and its shareholders for damages for breach of fiduciary
duty and the Registrant has adopted such a provision of its articles of incorporation.
However, this provision excludes any limitation on liability for:</p>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">
  <tr>
    </font><td WIDTH="10%" VALIGN="middle" HEIGHT="0%"><font FACE="Times New Roman" SIZE="2">&nbsp;
    </font></td>
    <td WIDTH="90%" VALIGN="middle" HEIGHT="0%"><p ALIGN="JUSTIFY"><font
    FACE="Times New Roman" SIZE="2">acts or omissions which involve intentional misconduct,
    fraud or a knowing violation of law; or</font></td>
    <font FACE="Times New Roman" SIZE="2">
  </tr>
  <tr>
    </font><td WIDTH="10%" VALIGN="middle" HEIGHT="0%"><font FACE="Times New Roman" SIZE="2">&nbsp;
    </font></td>
    <td WIDTH="90%" VALIGN="middle" HEIGHT="0%"><p ALIGN="JUSTIFY"><font
    FACE="Times New Roman" SIZE="2">the payment of distributions in violation of Section
    78.300 of the NRS.</font></td>
    <font FACE="Times New Roman" SIZE="2">
  </tr>
</table>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 78.7502 of the NRS
permits a corporation to indemnify any agent of the corporation who was or is a party or
is threatened to be made a party to any proceeding (other than an action by or in the
right of the corporation), against expenses, judgments, fines, settlements, and other
amounts incurred in connection with the proceeding. Further, Section 78.7502 of the NRS
provides that a corporation must indemnify directors, officers, employees and agents
against expenses actually and reasonably incurred to the extent the person was successful
on the merits in defending the proceeding. In addition, Section 78.7502 of the NRS permits
indemnification against expenses actually and reasonably incurred in connection with the
defense or settlement of the action by or in the right of the corporation to obtain a
judgment in its favor. A corporation may not provide indemnification for any:</p>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">
  <tr>
    </font><td WIDTH="10%" VALIGN="middle" HEIGHT="0%"><font FACE="Times New Roman" SIZE="2">&nbsp;
    </font></td>
    <td WIDTH="90%" VALIGN="middle" HEIGHT="0%"><font FACE="Times New Roman" SIZE="2">claim,
    issue or matter for which the person has been found liable to the corporation; or</font></td>
    <font FACE="Times New Roman" SIZE="2">
  </tr>
  <tr>
    </font><td WIDTH="10%" VALIGN="middle" HEIGHT="0%"><font FACE="Times New Roman" SIZE="2">&nbsp;
    </font></td>
    <td WIDTH="90%" VALIGN="middle" HEIGHT="0%"><font FACE="Times New Roman" SIZE="2">amounts
    paid in settlement to the corporation, unless the court determines that the person is
    fairly and reasonably entitled to indemnity for the expenses.</font></td>
    <font FACE="Times New Roman" SIZE="2">
  </tr>
</table>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Section 78.751 of the NRS
provides that indemnification, unless ordered by a court, may not be made to or on behalf
of any director, officer, employee or agent if a court establishes that the person&#146;s
acts or omissions involved intentional misconduct, fraud or a knowing violation of the law
and were material to the proceeding. In the case of a criminal proceeding, the person must
have had no reasonable cause to believe his or her conduct was unlawful. Section 78.752 of
the NRS permits a corporation to purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the corporation for any liability
and expenses whether or not the corporation has the authority to indemnify the person for
the liability and expenses.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Insofar as indemnification
for liabilities arising under the Securities Act, may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and is,
therefore, unenforceable.</p>

<p>ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Not applicable. </p>

<p>ITEM 8. EXHIBITS </p>

<table border="0" cellpadding="0" cellspacing="0" width="100%">
  <tr>
    </font><td width="10%"><font FACE="Times New Roman" SIZE="2">Exhibit No.</font></td>
    <td width="90%"><font FACE="Times New Roman" SIZE="2">Description of Exhibits</font></td>
    <font FACE="Times New Roman" SIZE="2">
  </tr>
  <tr>
    </font><td width="10%"><font FACE="Times New Roman" SIZE="2">5.1</font></td>
    <td width="90%"><font FACE="Times New Roman" SIZE="2">Opinion of Thomas J. Craft, Jr., PL,
    regarding legality of the securities, filed herewith.</font></td>
    <font FACE="Times New Roman" SIZE="2">
  </tr>
  <tr>
    </font><td width="10%"><font FACE="Times New Roman" SIZE="2">23.1</font></td>
    <td width="90%"><font FACE="Times New Roman" SIZE="2">Consent of Thomas J. Craft, Jr., PL,
    contained in Exhibit 5.1 filed herewith.</font></td>
    <font FACE="Times New Roman" SIZE="2">
  </tr>
  <tr>
    </font><td width="10%"><font FACE="Times New Roman" SIZE="2">23.2</font></td>
    <td width="90%"><font color="#000000" face="Times New Roman" size="2">Consent of GBH CPAs,
    PC, Independent Registered Public Accounting Firm, filed herewith.</font></td>
    <font FACE="Times New Roman" SIZE="2">
  </tr>
  <tr>
    </font><td width="10%"><font FACE="Times New Roman" SIZE="2">99.1</font></td>
    <td width="90%"><font FACE="Times New Roman" SIZE="2">2011 Employee Benefit Plan<font
    color="#000000">, filed herewith.</font></font></td>
    <font FACE="Times New Roman" SIZE="2">
  </tr>
</table>

<p ALIGN="JUSTIFY">ITEM 9. UNDERTAKINGS</p>

<p ALIGN="JUSTIFY">(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:</p>

<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp; (i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;</p>

<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp; (ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement; and</p>

<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp; (iii) To include any material information with
respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement; provided,
however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Securities and Exchange Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.</p>

<p ALIGN="JUSTIFY">(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide offering thereof.</p>

<p ALIGN="JUSTIFY">(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of the
offering:</p>

<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp; (i) The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange
Act that is incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering
thereof; and</p>

<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp; (ii) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person against the registrant in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.</p>
</font></div>

<p><br clear="all" style="page-break-before:always; mso-break-type:section-break">
</p>
<div><font FACE="Times New Roman" SIZE="2">

<p ALIGN="CENTER">SIGNATURES</p>

<p ALIGN="JUSTIFY">Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kemah,
Texas&nbsp;on this April 13, 2011.</p>
</font>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">
  <tr>
    <td VALIGN="TOP" HEIGHT="21"><dir>
      <font FACE="Times New Roman" SIZE="2"><p>Delta Seaboard International, Inc.</font></p>
    </dir>
    </td>
  </tr>
  <tr>
    <td VALIGN="TOP" HEIGHT="21"><dir>
      <font FACE="Times New Roman" SIZE="2"><u><p>/s/ Daniel Dror</u></font></p>
    </dir>
    </td>
  </tr>
  <tr>
    <td VALIGN="TOP" HEIGHT="21"><font FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    Daniel Dror</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" HEIGHT="21"><font FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    CEO and Chairman (Principal Executive Officer)</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" HEIGHT="21"><font FACE="Times New Roman" SIZE="2">&nbsp;&nbsp; </font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" HEIGHT="21"><font FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <u>/s/Sherry L. McKinzey</u></font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" HEIGHT="21"><font FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    Sherry McKinzey</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" HEIGHT="21"><font FACE="Times New Roman" SIZE="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    Director, VP and CFO (Principal Financial Officer)</font></td>
  </tr>
</table>
</div>
</body>
</html>
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{"company-data": {"conformed-name": "Delta Seaboard International, Inc.", "cik": "0001300524", "assigned-sic": "1389", "irs-number": "880225318", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-173536", "film-number": "11763122"}, "business-address": {"street1": "601 CIEN STREET, SUITE 235", "city": "KEMAH", "state": "TX", "zip": "77565", "phone": "281-334-9479"}, "mail-address": {"street1": "601 CIEN STREET, SUITE 235", "city": "KEMAH", "state": "TX", "zip": "77565"}, "former-company": [{"former-conformed-name": "Hammonds Industries, Inc.", "date-changed": "20070515"}, {"former-conformed-name": "International American Technologies, Inc.", "date-changed": "20050310"}, {"former-conformed-name": "Unlimited Coatings Corp.", "date-changed": "20040813"}]}
HMDI
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC
    20549
Registration
    Statement
on Form S-8
Under the
    Securities Act of 1933
DELTA SEABOARD INTERNATIONAL, INC.
(Exact name of
    Registrant as specified in its charter)
Nevada
88-0225318
(State of Incorporation)
(IRS Employer Identification
    Number)
601 Cien Street, Suite 235, Kemah TX
77565-3077
(Address of
    Principal Executive Offices)
(Zip Code)
2011 Employee Benefit Plan
(Full title of the
    plan)
Daniel Dror, 601 Cien Street,
    Suite 235, Kemah TX 77565 ( 281) 334-9479
(Name, address and
    telephone number of agent for service)
Approximate Date of Commencement of Proposed Sales under the
    Plan:
As soon as practicable after this Registration
    Statement becomes effective
Total Number of
    Pages:
Exhibit Index begins
    on sequentially numbered page: 3
Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer
(as
defined in Rule 12b-2 of the Exchange Act)
or a smaller
reporting company
.
Large accelerated
    filer
¨
Accelerated filer
¨
Non-Accelerated
    filer
¨
Smaller reporting
    company
x
Calculation of Registration Fee
Title of Securities to be Registered
Amount to be Registered
Proposed Maximum Offering Price per Share
Proposed Maximum Aggregate Offering Price
Amount of Registration Fee
Common Stock par value $.001
3,000,000(1)
$0.05(2)
$150,000
$3.45
(1) Securities being registered
    consist of common stock issuable to employees under the 2011 Employee Benefit Plan. The
    plan qualifies as an employee benefit plan as defined under Rule 405 of Regulation C.
(2) Pursuant to Rule 457(c), the registration fee is calculated on the basis of the
    average of the high and low price of the Registrant's common stock on the FINRA OTCBB on
    April 12, 2011.
PART I
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 1. PLAN INFORMATION
The
document(s) containing the information specified in Part I will be sent or given to
participants in the Plan as specified by Rule 428(b)(1) of the Securities Act of 1933, as
amended (the " Securities Act "). Such documents are not being filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424
of the Securities Act. Such documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II hereof, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The
employees participating in the 2011 Employee Benefit Plan shall be provided a written
statement notifying them that upon written or oral request they will be provided, without
charge, (i) the documents incorporated by reference in Item 3 of Part II of the
registration statement, and (ii) other documents required to be delivered pursuant to Rule
428(b). The statement will inform the participants that these documents are incorporated
by reference in the Section 10(a) prospectus directed in writing or orally to the
Registrant's CEO or corporate secretary at 601 Cien Street, Suite 235, Kemah, TX 77565,
telephone number (281) 334-9479.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
By this reference,
the following documents filed by the Registrant with the Securities and Exchange
Commission (the "Commission") are incorporated into and made a part of this
Registration Statement:
- Registrant's
Quarterly Reports on Form 10-Q for the three-month periods ended March 31, 2010, June 30,
2010 and September 30, 2010, as filed with the Commission;
- Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 2010, as filed with the
Commission;
- Registrant's
Definitive Proxy Statement on Schedule 14C dated March 24, 2010, as filed with the
Commission; and
- The description of
the Registrant's Common Stock is set forth in the Registrant's Form 10-SB, as filed with
the Commission on August 24, 2004.
All documents filed
by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), subsequent to the date of
this Registration Statement and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby have been sold
or which deregisters all securities remaining unsold, shall be deemed to be incorporated
by reference in this Registration Statement and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
The
Registrant's common stock is registered under Section 12(g) of the Exchange Act.
Common Stock
Our Articles of Incorporation authorize the issuance of 195,000,000 shares of common
stock, par value $.0001. Our Certificate Holders of shares of common stock are entitled to
one vote for each share on all matters to be voted on by the shareholders. Holders of
common stock do not have cumulative voting rights. Holders of common stock are entitled to
share ratably in dividends, if any, as may be declared from time to time by the board of
directors in its discretion from funds legally available therefore. In the event of a
liquidation, dissolution or winding up of the Company, the holders of common stock are
entitled to share pro rata all assets remaining after payment in full of all liabilities.
All of the outstanding shares of common stock are fully paid and non-assessable. Holders
of common stock have no preemptive rights to purchase the Company's common stock. There
are no conversion or redemption rights or sinking fund provisions with respect to the
common stock.
Dividends
Dividends, if any, will be contingent upon our revenues and earnings, if any, capital
requirements and financial conditions. The payment of dividends, if any, will be within
the discretion of our board of directors. We intend to retain earnings, if any, for use in
its business operations and accordingly, the board of directors does not anticipate
declaring any dividends prior to a business combination transaction.
Undesignated Preferred Stock
Our Articles of Incorporation authorize the issuance of 5,000,000 shares of preferred
stock, par value $.0001, and vest in the Company's board of directors the authority to
establish series of unissued preferred shares by the designations, preferences,
limitations and relative rights, including voting rights, of the preferred shares of any
series so established to the same extent that such designations, preferences, limitations,
and relative rights could have been fully stated in the Articles of Incorporation, and in
order to establish a series, the board of directors shall adopt a resolution setting forth
the designation of the series and fixing and determining the designations, preferences,
limitations and relative rights, including voting rights, thereof or so much thereof as
shall not be fixed and determined by the Articles of Incorporation.
The board of directors is authorized, without further action by our shareholders, to
provide for the issuance of preferred shares and any preferred shares so issued would have
priority over the common stock with respect to dividend or liquidation rights. Any
issuance of preferred shares may have the effect of delaying, deferring or preventing a
change in control of the Company and may adversely affect the voting and other rights of
the holders of common stock. At present, the Company has no plans to issue any preferred
shares nor adopt any series, preferences or other classification of its preferred shares.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 78.037 of
the Nevada Revised Statutes, or "
NRS,
" allows a corporation, through
its articles of incorporation, to limit or eliminate the personal liability of directors
and officers to the corporation and its shareholders for damages for breach of fiduciary
duty and the Registrant has adopted such a provision of its articles of incorporation.
However, this provision excludes any limitation on liability for:
acts or omissions which involve intentional misconduct,
    fraud or a knowing violation of law; or
the payment of distributions in violation of Section
    78.300 of the NRS.
Section 78.7502 of the NRS
permits a corporation to indemnify any agent of the corporation who was or is a party or
is threatened to be made a party to any proceeding (other than an action by or in the
right of the corporation), against expenses, judgments, fines, settlements, and other
amounts incurred in connection with the proceeding. Further, Section 78.7502 of the NRS
provides that a corporation must indemnify directors, officers, employees and agents
against expenses actually and reasonably incurred to the extent the person was successful
on the merits in defending the proceeding. In addition, Section 78.7502 of the NRS permits
indemnification against expenses actually and reasonably incurred in connection with the
defense or settlement of the action by or in the right of the corporation to obtain a
judgment in its favor. A corporation may not provide indemnification for any:
claim,
    issue or matter for which the person has been found liable to the corporation; or
amounts
    paid in settlement to the corporation, unless the court determines that the person is
    fairly and reasonably entitled to indemnity for the expenses.
Section 78.751 of the NRS
provides that indemnification, unless ordered by a court, may not be made to or on behalf
of any director, officer, employee or agent if a court establishes that the person's
acts or omissions involved intentional misconduct, fraud or a knowing violation of the law
and were material to the proceeding. In the case of a criminal proceeding, the person must
have had no reasonable cause to believe his or her conduct was unlawful. Section 78.752 of
the NRS permits a corporation to purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the corporation for any liability
and expenses whether or not the corporation has the authority to indemnify the person for
the liability and expenses.
Insofar as indemnification
for liabilities arising under the Securities Act, may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and is,
therefore, unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit No.
Description of Exhibits
5.1
Opinion of Thomas J. Craft, Jr., PL,
    regarding legality of the securities, filed herewith.
23.1
Consent of Thomas J. Craft, Jr., PL,
    contained in Exhibit 5.1 filed herewith.
23.2
Consent of GBH CPAs,
    PC, Independent Registered Public Accounting Firm, filed herewith.
99.1
2011 Employee Benefit Plan
, filed herewith.
ITEM 9. UNDERTAKINGS
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement; provided,
however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Securities and Exchange Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of the
offering:
(i) The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange
Act that is incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering
thereof; and
(ii) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person against the registrant in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kemah,
Texas on this April 13, 2011.
Delta Seaboard International, Inc.
/s/ Daniel Dror
Daniel Dror
CEO and Chairman (Principal Executive Officer)
/s/Sherry L. McKinzey
Sherry McKinzey
Director, VP and CFO (Principal Financial Officer)