UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Form 10-QSB
--------------------------------------------------------------------------------
(Mark one)
[X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the quarterly period ended March 31, 2004
[X] Transition Report Under Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the transition period from ______________ to _____________
--------------------------------------------------------------------------------
Commission File No.: 000-32379
American Ammunition, Inc.
---------------------------------
(Name of small business registrant in its charter)
California 91-2021594
------------------------------- -------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3545 NW 71st Street
Miami, FL 33147
---------------------------------------- -------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (305) 835-7400
Securities registered under Section 12(b) of the Exchange Act:
Title of each class Name of each exchange
on which registered
None
----------------------------- ------------------------------
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.001 par value
------------------------
(Title of class)
--------------------------------------------------------------------------------
Check whether the issuer (1) 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 [_]
State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: April 27, 2004: 69,331,666
Transitional Small Business Disclosure Format (check one): YES [X] NO [_]
American Ammunition, Inc.
Form 10-QSB for the Quarter ended March 31, 2004
Table of Contents
Page
Part I - Financial Information
Item 1 Financial Statements 3
Item 2 Management's Discussion and Analysis or Plan of Operation 21
Item 3 Controls and Procedures 27
Part II - Other Information
Item 1 Legal Proceedings 27
Item 2 Changes in Securities 27
Item 3 Defaults Upon Senior Securities 28
Item 4 Submission of Matters to a Vote of Security Holders 28
Item 5 Other Information 28
Item 6 Exhibits and Reports on Form 8-K 28
Signatures 29
Part I
Item 1 - Financial Statements
American Ammunition, Inc. and Subsidiaries
Consolidated Balance Sheets
March 31, 2004 and 2003
(Unaudited)
March 31, March 31,
2004 2003
----------------------------
ASSETS
Current Assets
Cash on hand and in bank $ 111,595 $ 597,778
Accounts receivable - trade, net of
allowance for doubtful accounts of
$-0- and $-0-, respectively 306,709 194,827
Inventory 1,345,586 409,940
Prepaid expenses 38,067 25,307
----------- -----------
Total Current Assets 1,801,957 1,224,852
----------- -----------
Property and Equipment - at cost
Manufacturing equipment 7,416,352 6,848,344
Office furniture and fixtures 77,381 58,528
Leasehold improvements 187,397 190,028
----------- -----------
7,681,130 7,096,900
Accumulated depreciation (4,241,372) (3,558,507)
----------- -----------
Net Property and Equipment 3,439,758 3,538,393
----------- -----------
Other Assets
Deposits and other 77,860 77,710
----------- -----------
TOTAL ASSETS $ 5,319,575 $ 4,841,105
=========== ===========
- Continued -
The financial information presented herein has been prepared
by management without audit by independent certified public
accountants.
The accompanying notes are an integral part of these consolidated financial
statements. 3
American Ammunition, Inc. and Subsidiaries
Consolidated Balance Sheets - Continued
March 31, 2004 and 2003
(Unaudited)
March 31, March 31,
2004 2003
----------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Current maturities of leases payable $ 4,905 $ 9,507
Customer deposits 4,100 30,000
Accounts payable - trade 248,798 384,115
Working capital advance - 200,000
Accrued expenses - 18,709
Accrued dividends payable 11,021 14,000
----------- -----------
Total Current Liabilities 268,824 656,431
Long-Term Liabilities
Note payable to a bank - -
Capital leases payable - 5,572
----------- -----------
Total Liabilities 268,824 662,003
----------- -----------
Commitments and Contingencies
Convertible Debenture 341,365 215,000
----------- -----------
Mandatory Convertible Preferred Stock
103,700 and 32,000 shares issued and outstanding 518,500 160,000
----------- -----------
Stockholders' Equity
Preferred stock - $0.001 par value
20,000,000 shares authorized.
1,795,320 shares allocated to Series A - -
Common stock - $0.001 par value.
300,000,000 shares authorized.
69,331,666 and 58,696,522 shares
issued and outstanding, respectively 69,332 58,697
Additional paid-in capital 21,949,327 17,710,578
Accumulated deficit (17,827,773) (13,965,173)
----------- -----------
Total Stockholders' Equity 4,190,886 3,804,102
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 5,319,575 $ 4,841,105
=========== ===========
The financial information presented herein has been prepared
by management without audit by independent certified public
accountants.
The accompanying notes are an integral part of these consolidated financial
statements. 4
American Ammunition, Inc. and Subsidiaries
Consolidated Statements of Operations and Comprehensive Loss
Three months ended March 31, 2004 and 2003
(Unaudited)
Three months Three months
ended ended
March 31, 2004 March 31, 2003
----------------------------------
Revenues - net of returns and allowances $ 281,507 $ 608,437
------------ -----------
Cost of Sales
Materials, Direct Labor and other direct costs 532,045 510,786
Depreciation 173,088 164,319
------------ -----------
Total Cost of Sales 705,133 675,105
------------ -----------
Gross Profit (423,626) (66,668)
------------ -----------
Operating Expenses
Research and development expenses - -
Marketing and promotion expenses 123,179 9,932
Other operating expenses 290,667 211,149
Bad debt expense 27,819 -
Interest expense 260 11,720
Depreciation expense 1,894 866
Compensation expense related to
issuances of common stock at
less than "fair value" 321,000 -
------------ -----------
Total Operating Expenses 764,819 233,687
------------ -----------
Loss from Operations (1,188,445) (300,355)
Other Income (Expense) 87 -
------------ -----------
Loss before Income Taxes (1,188,358) (300,355)
Provision for Income Taxes - -
------------ -----------
Net Loss (1,188,358) (300,355)
Other Comprehensive Income - -
------------ -----------
Comprehensive Loss $ (1,188,358) $ (300,355)
============ ===========
Loss per weighted-average share of common
stock outstanding, computed on net loss -
basic and fully diluted $ (0.02) $ (0.01)
============ ===========
Weighted-average number of
common shares outstanding 67,769,150 56,635,979
============ ===========
The financial information presented herein has been prepared
by management without audit by independent certified public
accountants.
The accompanying notes are an integral part of these consolidated financial
statements. 5
American Ammunition, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
Three months ended March 31, 2004 and 2003
(Unaudited)
Three months Three months
ended ended
March 31, 2004 March 31, 2003
----------------------------------
Cash flows from operating activities
Net loss for the period $ (1,188,358) $ (300,355)
Adjustments to reconcile net loss to
net cash provided by operating activities
Depreciation and amortization 174,982 165,205
Bad debt expense 27,819 -
Compensation expense related to issuance
of common stock at less than "fair value" 321,000 -
(Increase) Decrease in
Accounts receivable 186,307 (163,539)
Inventory (232,830) (22,126)
Prepaid expenses, deposits and other (2,321) (5,916)
Increase (Decrease) in
Accounts payable - trade 119,933 (30,795)
Customer deposits - (50,953)
-------------- --------------
Net cash provided by (used in) operating activities (588,826) (408,479)
-------------- --------------
Cash flows from investing activities
Purchase of property and equipment (302,314) (6,972)
-------------- --------------
Net cash used in investing activities (302,314) (6,972)
-------------- --------------
Cash flows from financing activities
Cash received on working capital advance - 200,000
Principal paid on long-term capital leases (2,936) (2,269)
Principal paid on long-term debt - (450,000)
Cash paid for debt and equity financing - (16,000)
Cash received from sale of common stock and warrant exercise 500,000 1,124,182
-------------- --------------
Net cash provided by financing activities 497,064 855,913
-------------- --------------
Increase (Decrease) in Cash (394,076) 440,462
Cash at beginning of period 505,671 157,316
-------------- --------------
Cash at end of period $ 111,595 $ 597,778
============== ==============
- Continued -
The financial information presented herein has been prepared
by management without audit by independent certified public
accountants.
The accompanying notes are an integral part of these consolidated financial
statements. 6
American Ammunition, Inc. and Subsidiaries
Consolidated Statements of Cash Flows - Continued
Three months ended March 31, 2004 and 2003
(Unaudited)
Three months Three months
ended ended
March 31, 2004 March 31, 2003
------------------------------
Supplemental disclosure of interest and income taxes paid
Interest paid for the period $ 260 $ 11,720
============== ==============
Income taxes paid for the period $ - $ -
============== ==============
Supplemental disclosure of non-cash investing and
financing activities
Conversion of debt and accrued interest
payable to a stockholder into common stock $ - $ 125,000
============== ==============
Conversion of convertible preferred stock
into common stock $ - $ 45,000
============== ==============
Conversion of convertible debenture
into common stock $ 50,000 $ 35,000
============== ==============
The financial information presented herein has been prepared
by management without audit by independent certified public
accountants.
The accompanying notes are an integral part of these consolidated financial
statements. 7
American Ammunition, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note A - Organization and Description of Business
American Ammunition, Inc. (AAI or Company) was incorporated on February 1, 2000
in the State of California as FirsTelevision.com. AAI subsequently changed its
corporate name to FBI Fresh Burgers International which unsuccessfully marketed
a business plan concept of a national "fast food" restaurant chain.
On September 29, 2001, the Company, F&F Equipment, Inc. (F&F) and the individual
shareholders of F&F entered into an "Agreement For The Exchange Of Common Stock"
(Exchange Agreement) whereby the shareholders of F&F exchanged 100.0% of the
issued and outstanding stock of F&F for 21,000,000 post-forward split shares of
restricted, unregistered common stock of the Company. F&F Equipment, Inc. then
became a wholly-owned subsidiary of the Company.
F&F Equipment, Inc.(Company) was incorporated on October 4, 1983 under the laws
of the State of Florida. The Company was formed to engage principally in the
"import, export, retail & wholesale of firearms equipment, ammunition & other
devices and for the purpose of transacting any and/or all lawful business." The
Company conducts its business operations under the assumed name of "American
Ammunition".
In June 2002, American Ammunition, Inc. formed a wholly owned subsidiary,
Industrial Plating Enterprise Co. (IPE), which started production on June 14,
2002. IPE is a fully licensed and approved state of the art electrochemical
metallization facility for processing the Company's line of projectiles as well
as other products and services while employing environmentally sound water
conservation and proven waste treatment techniques. The facility meets or
exceeds all current environmental requirements and enjoys the "conditionally
exempt small quantity generator" status for State and Federal regulations.
Note B - Preparation of Financial Statements
The acquisition of F&F Equipment, Inc., on September 29, 2001, by the Company
effected a change in control and was accounted for as a "reverse acquisition"
whereby F&F Equipment, Inc. was the accounting acquiror for financial statement
purposes. Accordingly, the historical financial statements of the Company are
those of F&F Equipment, Inc. from it's inception and those of the consolidated
entity subsequent to the September 29, 2001 transaction date.
The Company and its subsidiaries follow the accrual basis of accounting in
accordance with accounting principles generally accepted in the United States of
America and have adopted a year-end of December 31 for all entities.
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Management further acknowledges that it is solely responsible for adopting sound
accounting practices, establishing and maintaining a system of internal
accounting control and preventing and detecting fraud. The Company's system of
internal accounting control is designed to assure, among other items, that 1)
recorded transactions are valid; 2) valid transactions are recorded; and 3)
transactions are recorded in the proper period in a timely manner to produce
financial statements which present fairly the financial condition, results of
operations and cash flows of the Company for the respective periods being
presented
8
American Ammunition, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note B - Preparation of Financial Statements - Continued
For segment reporting purposes, the Company operated in only one industry
segment during the periods represented in the accompanying financial statements
and makes all operating decisions and allocates resources based on the best
benefit to the Company as a whole.
During interim periods, the Company follows the accounting policies set forth in
its annual audited financial statements filed with the U. S. Securities and
Exchange Commission on its Annual Report on Form 10-KSB for the year ended
December 31, 2003. The information presented within these interim financial
statements may not include all disclosures required by accounting principles
generally accepted in the United States of America and the users of financial
information provided for interim periods should refer to the annual financial
information and footnotes when reviewing the interim financial results presented
herein.
In the opinion of management, the accompanying interim financial statements,
prepared in accordance with the U. S. Securities and Exchange Commission's
instructions for Form 10-QSB, are unaudited and contain all material
adjustments, consisting only of normal recurring adjustments necessary to
present fairly the financial condition, results of operations and cash flows of
the Company for the respective interim periods presented. The current period
results of operations are not necessarily indicative of results which ultimately
will be reported for the full fiscal year ending December 31, 2004.
The accompanying consolidated financial statements contain the accounts of
American Ammunition, Inc. and its wholly-owned subsidiaries, F&F Equipment, Inc.
and Industrial Plating Enterprise Co. All significant intercompany transactions
have been eliminated. The consolidated entities are collectively referred to as
"Company".
Note C - Summary of Significant Accounting Policies
1. CASH AND CASH EQUIVALENTS
For Statement of Cash Flows purposes, the Company considers all cash on
hand and in banks, including accounts in book overdraft positions,
certificates of deposit and other highly-liquid investments with maturities
of three months or less, when purchased, to be cash and cash equivalents.
Cash overdraft positions may occur from time to time due to the timing of
making bank deposits and releasing checks, in accordance with the Company's
cash management policies.
2. ACCOUNTS RECEIVABLE AND REVENUE RECOGNITION
In the normal course of business, the Company extends unsecured credit to
virtually all of its customers which are located throughout the United
States. Because of the credit risk involved, management has provided an
allowance for doubtful accounts which reflects its opinion of amounts which
will eventually become uncollectible. In the event of complete
non-performance, the maximum exposure to the Company is the recorded amount
of trade accounts receivable shown on the balance sheet at the date of
non-performance.
The Company ships all product on an FOB-Plant basis. Accordingly, revenue
is recognized by the Company at the point at which an order is shipped at a
fixed price, collection is reasonably assured, the Company has no remaining
performance obligations and no right of return by the purchaser exists.
9
American Ammunition, Inc. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
Note C - Summary of Significant Accounting Policies - Continued
3. INVENTORY
Inventory consists of raw materials, work-in-process and finished goods
related to the production and sale of small arms ammunition. Inventory is
valued at the lower of cost or market using the first-in, first-out method.
4. PROPERTY, PLANT AND EQUIPMENT
Property and equipment are recorded at historical cost. These costs are
depreciated over the estimated useful lives of the individual assets using
the straight-line method, generally three to ten years.
Gains and losses from disposition of property and equipment are recognized
as incurred and are included in operations.
5. INCOME TAXES
The Company uses the asset and liability method of accounting for income
taxes. At March 31, 2004 and 2003, the deferred tax asset and deferred tax
liability accounts, as recorded when material to the financial statements,
are entirely the result of temporary differences. Temporary differences
represent differences in the recognition of assets and liabilities for tax
and financial reporting purposes, primarily accumulated depreciation and
amortization, allowance for doubtful accounts and vacation accruals.
As of March 31, 2004 and 2003, the deferred tax asset related to the
Company's net operating loss carryforward is fully reserved. If these
carryforwards are not utilized, they will begin to expire in 2005.
6. EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share is computed by dividing the net income
(loss) by the weighted-average number of shares of common stock and common
stock equivalents (primarily outstanding options and warrants). Common
stock equivalents represent the dilutive effect of the assumed exercise of
the outstanding stock options and warrants, using the treasury stock
method. The calculation of fully diluted earnings (loss) per share assumes
the dilutive effect of the exercise of outstanding options and warrants at
either the beginning of the respective period presented or the date of
issuance, whichever is later. As of March 31, 2004 and 2003, and subsequent
thereto, the Company's outstanding warrants are anti-dilutive due to the
Company's net operating loss and had no options outstanding.
7. ADVERTISING COSTS
The Company does not conduct any direct response advertising activities.
For non-direct response advertising, the Company charges the costs of these
efforts to operations at the first time the related advertising is
published.
10
American Ammunition, Inc. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
Note D - Fair Value of Financial Instruments
The carrying amount of cash, accounts receivable, accounts payable and notes
payable, as applicable, approximates fair value due to the short term nature of
these items and/or the current interest rates payable in relation to current
market conditions.
Interest rate risk is the risk that the Company's earnings are subject to
fluctuations in interest rates on either investments or on debt and is fully
dependent upon the volatility of these rates. The Company does not use
derivative instruments to moderate its exposure to interest rate risk, if any.
Financial risk is the risk that the Company's earnings are subject to
fluctuations in interest rates or foreign exchange rates and are fully dependent
upon the volatility of these rates. The company does not use derivative
instruments to moderate its exposure to financial risk, if any.
Note E - Concentrations of Credit Risk
The Company maintains its cash accounts in a financial institution subject to
insurance coverage issued by the Federal Deposit Insurance Corporation (FDIC).
Under FDIC rules, the separate companies are each entitled to aggregate coverage
of $100,000 per account type per separate legal entity per financial
institution. During the three months ended March 31, 2003, the various operating
companies had deposits in a financial institution with credit risk exposures in
excess of statutory FDIC coverage. The Company has incurred no losses as a
result of any of these unsecured situations.
Note F - Inventory
As of March 31, 2004 and 2003, inventory consisted of the following components:
March 31, March 31,
2004 2003
------------------------------
Raw materials $ 428,611 $ 265,000
Work in process 419,236 120,601
Finished goods 497,739 21,339
----------- -----------
Totals $ 1,345,586 $ 406,940
=========== ==========
(Remainder of this page left blank intentionally)
11
American Ammunition, Inc. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
Note G - Property and Equipment
Property and equipment consist of the following components:
March 31, March 31, Estimated
2004 2003 useful life
------------- ----------------------------
Manufacturing equipment $ 7,416,352 $ 6,848,344 3-10 years
Office furniture and fixtures 77,381 58,528 3- 7 years
Leasehold improvements 187,397 190,028 8-20 years
----------- -----------
7,681,130 7,096,900
Accumulated depreciation (4,241,372) (3,558,507)
----------- -----------
Net property and equipment $ 3,439,758 $ 3,696,625
=========== ===========
Total depreciation expense charged to operations for the three months ended
March 31, 2004 and 2003 was approximately $174,982 and $165,206, respectively.
Included in the amounts reflected in the accompanying balance sheet are the
following fixed assets on long-term capital leases:
March 31, March 31,
2004 2003
------------------------------
Manufacturing and processing equipment $ 153,400 $ 153,400
Less accumulated depreciation (73,694) (58,354)
----------- -----------
$ 79,706 $ 95,046
=========== ===========
Note H - Working Capital Advance
On March 13, 2003, La Jolla Cove Investors, Inc., the holder of the Company's
convertible debenture, advanced the Company an additional $200,000 for working
capital purposes. At La Jolla Cove's sole discretion, the $200,000 may be
allocated in any proportion to a) an increase in the principal amount of the
debenture and/or b) a prepayment for a future warrant exercise. During the 2nd
quarter of 2003, La Jolla elected to add this balance to the principal balance
on the convertible debenture.
(Remainder of this page left blank intentionally)
12
American Ammunition, Inc. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
Note I- Capital Leases Payable
Capital leases payable consist of the following as of March 31, 2004 and 2003,
respectively:
March 31, March 31,
2004 2003
--------------------------
Three capital leases, respectively, payable to various
equipment financing companies. Interest, at March 31, 2002,
ranging between 11.37% and 14.05%. Payable in aggregate
monthly installments of approximately $935, including
accrued interest. Final maturities occur between September
2004 and December 2004. Collateralized the underlying leased
manufacturing equipment. $ 4,905 $ 15,709
Less current maturities (4,905) (9,507)
--------- ---------
Long-term portion $ - $ 5,572
========= =========
Future maturities of capital leases payable are as follows:
Year ending
December 31 Amount
------------------------
2004 $ 4,905
=======
Note I - Long-Term Debt Payable to a Bank
On June 28, 2001, the Company executed a $950,000 note payable to a financial
institution. This note bore interest at the Wall Street Journal published prime
rate plus 2.0%.
During Calendar 2002, the Company made five (5) lump-sum principal reductions
aggregating $500,000 to the outstanding balance on this note. As of December 31,
2002, the Company owed $450,000 on this note. Upon each lump-sum payment, the
Company executed a modification to the payment terms on the note.
During Calendar 2003, the Company made two (2) lump-sum principal reductions
aggregating $450,000 to the outstanding balance on this note. As of March 31,
2003, this note was retired in full.
Note K - Convertible Debenture
On October 4, 2002, the Company issued an 8.0% Convertible Debenture (Debenture)
in the face amount of $250,000 and a Warrant which requires the Holder to
purchase shares of common stock equal to ten (10) times the number of shares of
common stock issued to the Holder on conversion of the Debenture. In no event
shall the number of shares issued under the Warrant exceed 30,000,000.
During the second quarter of Calendar 2003, the Holder made additional cash
advances to the Company totaling $350,000 which were applied to the then
outstanding principal balance on the Debenture.
13
American Ammunition, Inc. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
Note K - Convertible Debenture - Continued
The Debenture bears interest at 8.0% and matures on October 4, 2004. The full
principal amount of the Debenture is due upon default, as defined in the
Debenture agreement. The Debenture interest is payable monthly in arrears
commencing on November 15, 2002.
At March 31, 2004 and 2003, respectively, the outstanding balance on the
Debenture was approximately $341,365 and $215,000.
In December 2002, the Company and the Debenture Holder amended the
above-referenced debenture and warrants as follows:
The number of common shares into which the debenture may be converted is
equal to the dollar amount of the debenture being converted multiplied by
eleven, minus the product of the conversion price, multiplied by ten times
the dollar amount of the debenture being converted, divided by the
conversion price. The conversion price is obtained by multiplying the
average of the five (5) lowest Volume Weighted Average Prices (VWAP) during
the 20 trading days prior to the date of conversion by the Discount
Multiplier of 80%.
The warrants are exercisable at $1.00 per share for up to 2,500,000 shares.
The warrant holder is obligated to exercise the warrant concurrently with
the conversion of the debenture for a number of shares equal to ten times
the dollar amount of the debenture being converted.
The Company was obligated to file a Registration Statement under the Securities
Act of 1933 to register the underlying conversion shares on either Form SB-2 or
S-3. This Registration Statement was declared effective by the U. S. Securities
and Exchange Commission on May 14, 2003.
The Debenture Holder has contractually committed to convert not less than 5.0%
and not more than 10.0% of the original face value of the Debenture monthly
beginning the month after the effective date of the Registration Statement and
the Holder is required to concurrently exercise warrants and purchase shares of
common stock equal to ten (10) times the number of shares of common stock issued
to the Holder upon the respective mandatory conversion of the Debenture.
The Holder has further contractually agreed to restrict its ability to convert
the Debenture or exercise their warrants and receive shares of the Company's
common stock such that the number of shares held by the Holder and its
affiliates after such conversion or exercise does not exceed 4.99% of the then
issued and outstanding shares of common stock of the Company.
In the event an election to convert is made and the volume weighted average
price of the Company's common stock is below $0.30 per share, the Company shall
have the right to prepay any portion of the outstanding Debenture that was
elected to be converted, plus any accrued and unpaid interest, at 125.0%.
Due to the contractually agreed mandatory conversion of this Debenture, the
Company has reflected this transaction in its balance sheet as a "mezzanine"
level debt obligation on its balance sheet, between "Total Liabilities" and
"Stockholders' Equity". Upon the respective mandatory conversion, the Company
will relieve the respective portion of the Debenture and the any related
accrued, but unpaid interest, and credit this amount to the respective "common
stock" and "additional paid-in capital" accounts in the stockholder's equity
section for the par value and excess amount over the par value of the respective
shares issued.
14
American Ammunition, Inc. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
Note K - Convertible Debenture - Continued
As the warrant is non-detachable from the Debenture and requires simultaneous
exercise upon conversion of the Debenture, no value was assigned to the issued
warrant. Upon exercise of the warrant, the Company will record the issuance of
the underlying shares as a new issuance of common stock on the date of each
respective exercise.
On various dates through March 31, 2004, the Debenture Holder elected to convert
an aggregate $258,635, through 26 separate transactions, in outstanding
Debenture principal into restricted, unregistered common stock. This election
caused the Company to issue 6,461,753 shares of restricted, unregistered common
stock to the Debenture Holder. Additionally, pursuant to the contract terms, the
Debenture Holder concurrently exercised a portion of the outstanding Warrant to
purchase 2,586,350 shares of the Company's restricted, unregistered common stock
for gross proceeds of $2,586,350.
Note L - Preferred Stock Transactions
Preferred stock consists of the following as of March 31, 2004 and 2003,
respectively:
March 31, 2004 March 31, 2003
# shares value # shares value
-------- -------- -------- --------
Series A Cumulative Convertible Stock 12,000 $ 60,000 32,000 $160,000
Series B Cumulative Convertible Stock 91,700 458,500 - -
-------- -------- -------- --------
103,700 $518,500 32,000 $160,000
======== ======== ======== ========
In September, October and November 2001, the Company sold an aggregate 222,600
shares of $5.00 Series A Convertible Preferred Stock (Series A Preferred Stock)
for total proceeds of approximately $1,113,000 through a Private Placement
Memorandum. The Series A Convertible Preferred Stock provides for cumulative
dividends at a rate of 8.0% per year, payable quarterly, in cash or shares of
the Company's common stock at the Company's election. Each share of Series A
Preferred Stock is convertible into 11 shares of the Company's common stock
initially at any time after 6 months of the date of issue and prior to the
notice of redemption at the option of the holder, subject to adjustments for
customary anti-dilution events. In December 2001, at the request of the holders
of the Series A Preferred Stock, the Company and the individual holders modified
the holding period for conversion to allow for conversion in December 2001.
In September 2001, the Company's principal stockholder converted approximately
$4,007,327 of unsecured debt and approximately $3,546,273 of cumulative and
unpaid accrued interest into 1,510,710 shares of Series A Preferred Stock.
In September 2001, a creditor of the Company agreed to convert approximately
$10,000 of trade accounts payable into 2,000 shares of Series A Preferred Stock.
In December 2001, concurrent with a modification in the holding period prior to
conversion, certain holders of the Series A Preferred Stock orally notified the
Company of their intent to exercise the conversion features on 1,749,720 issued
and outstanding shares of Series A Preferred Stock into 19,246,920 shares of
common stock prior to December 31, 2001. Due to the timing of the requisite
documentation, the clerical activities related to this conversion were not
completed until February 2002.
15
American Ammunition, Inc. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
Note L - Preferred Stock Transactions - Continued
In conjunction with the Series A Preferred Stock, certain shares were sold after
the Company's common stock was approved for trading by the National Association
of Securities Dealers on the OTC Bulletin Board in October 2001. The shares of
Series A Preferred Stock sold subsequent to this date had an equivalent per
share value of common stock below the ending quoted market price of the
Company's common stock on their respective issue dates. This difference created
a Beneficial Conversion Feature Discount of approximately $1,207,993. This
discount was then amortized over the unexpired time period between the date of
issue of the eligible shares and the eligible conversion date, as amended. All
of the shares sold subsequent to the initial trading date were converted in
December 2001 and, accordingly, the approximate $1,207,993 in Beneficial
Conversion Feature Discount was fully amortized to operations.
In December 2002, a holder of 5,000 shares of Series A Preferred Stock exercised
his conversion rights and converted these shares of Series A Preferred Stock
into 55,000 shares of restricted, unregistered common stock.
In January 2003, three separate holders of 9,000 shares of Series A Preferred
Stock exercised their conversion rights and converted these shares of Series A
Preferred stock into 99,000 shares of restricted, unregistered common stock.
In May 2003, the Company sold an aggregate 91,700 shares of $5.00 Series B
Convertible Preferred Stock (Series B Preferred Stock) for total proceeds of
approximately $458,500 through a separate Private Placement Memorandum. The
Series B Convertible Preferred Stock provides for cumulative dividends at a rate
of 8.0% per year, payable quarterly, in cash or shares of the Company's common
stock at the Company's election. Each share of Series B Preferred Stock is
convertible into 11 shares of the Company's common stock initially at any time
after 6 months of the date of issue and prior to the notice of redemption at the
option of the holder, subject to adjustments for customary anti-dilution events.
Note M - Common Stock Transactions
In January 2003, the Company issued an aggregate 937,568 shares of restricted,
unregistered common stock for cash proceeds of approximately $324,182. These
sales were made at a price of either $0.23 or $0.36 per share, which was in
excess of the discounted "fair value" of the Company's common stock based on the
quoted closing price of the Company's common stock on the date of the respective
transaction. The proceeds of this transaction were used for operating working
capital.
In February 2003, the Company issued 384,615 shares of restricted, unregistered
common stock for cash proceeds of approximately $100,000. These sales were made
at a price of $0.26 per share, which was in excess of the discounted "fair
value" of the Company's common stock based on the quoted closing price of the
Company's common stock on the date of the respective transaction. The proceeds
of this transaction were used to reduce the Company's outstanding long-term
debt.
In March 2003, the Company issued 972,222 shares of restricted, unregistered
common stock for cash proceeds of approximately $350,000. These sales were made
at a price of $0.36 per share, which was in excess of the discounted "fair
value" of the Company's common stock based on the quoted closing price of the
Company's common stock on the date of the respective transaction. The proceeds
of this transaction were used to reduce the Company's outstanding long-term
debt.
16
American Ammunition, Inc. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
Note M - Common Stock Transactions - Continued
In March 2003, the Company issued an aggregate 966,608 shares of restricted,
unregistered common stock to the Holder of the Company's 8.0% Convertible
Debenture upon notice of conversion of $35,000 of outstanding principal and
exercise of a portion of the outstanding warrant to purchase 350,000 shares of
common stock. This transaction was valued at $385,000, or approximately $0.40
per share, which was in excess of the discounted "fair value" of the Company's
common stock based on the quoted closing price of the Company's common stock on
the date of the respective transaction. The cash proceeds of this transaction
were used to provide working capital and support operations.
In May 2003, the Company issued 1,967 shares of restricted, unregistered common
stock in payment of approximately $1,200 in accrued dividends payable on the
Company's outstanding Series A Preferred Stock for the quarter ended March 31,
2003.
During the period from July 1, 2003 through September 30, 2003, the Company
issued an aggregate 2,902,129 shares of common stock, in 15 separate
transactions, in exchange for the redemption of approximately $93,500 in
outstanding debenture balance and approximately $935,000 in cash from the
exercise of the affiliated warrant. Where the closing price of the Company's
common stock was in excess of the respective price per share on the respective
transaction date, the Company recognized a charge to operations for
"compensation expense related to common stock issuances at less than "fair
value". The cumulative effect of transactions where the transaction price, as
established in the Debenture Agreement, was less than the closing price on the
date of the respective transactions resulted in a cumulative charge to
operations of approximately $317,539 during this time period.
In October 2003, in a separate transaction, the Company sold 2,200,000 shares of
restricted, unregistered common stock to the Debenture Holder for cash proceeds
of approximately $400,000, or approximately $0.18 per share, which was in excess
of the discounted "fair value" of the Company's common stock based on the quoted
closing price of the Company's common stock on the date of the respective
transaction. The cash proceeds of this transaction were used to provide working
capital and support operations.
In October 2003, the Company issued an aggregate 1,659,847 shares of common
stock, in 3 separate transactions, in exchange for the redemption of
approximately $40,000 in outstanding debenture balance and approximately
$400,000 in cash from the exercise of the affiliated warrant. Where the closing
price of the Company's common stock was in excess of the respective price per
share on the respective transaction date, the Company recognized a charge to
operations for "compensation expense related to common stock issuances at less
than "fair value". The cumulative effect of transactions where the transaction
price, as established in the Debenture Agreement, was less than the closing
price on the date of the respective transactions resulted in a cumulative charge
to operations of approximately $146,189 during this time period.
In October 2003, the Company issued an aggregate 37,866 shares of restricted,
unregistered common stock in payment of approximately $16,710 in accrued
dividends payable on the Company's outstanding Series A and Series B Preferred
Stock for the quarters ended June 30, 2003 and September 30, 2003, collectively.
In January 2004, the Company issued 38,038 shares of restricted, unregistered
common stock in payment of approximately $10,000 in accrued dividends payable on
the Company's outstanding Series A and Series B Preferred Stock for the quarter
ended December 31, 2003.
17
American Ammunition, Inc. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
Note M - Common Stock Transactions - Continued
During the period from January 1, 2004 through March 31, 2004, the Company
issued an aggregate 2,400,000 shares of common stock, in two (2) separate
transactions, in exchange for the redemption of approximately $50,000 in
outstanding debenture balance and approximately $500,000 in cash from the
exercise of the affiliated warrant. Where the closing price of the Company's
common stock was in excess of the respective price per share on the respective
transaction date, the Company recognized a charge to operations for
"compensation expense related to common stock issuances at less than "fair
value". The cumulative effect of transactions where the transaction price, as
established in the Debenture Agreement, was less than the closing price on the
date of the respective transactions resulted in a cumulative charge to
operations of approximately $321,000 during this time period.
Note N - Rental Commitments
The Company leases its corporate office and manufacturing facility from its
controlling stockholder under a long- term operating lease agreement. The lease
requires a monthly payment of approximately $5,410, including applicable sales
taxes. The Company is responsible for all utilities and maintenance expenses.
The lease expires on July 31, 2004 and contains a clause that upon expiration,
the Company and the controlling shareholder shall renegotiate the annual rental
amount. Total rent expense under this lease was approximately $67,075 and
$54,100, respectively, for each of the years ended December 31, 2003 and 2002.
The Company's subsidiary, IPE, leases it's manufacturing facility from an
unrelated third-party under a long-term operating lease agreement. This lease is
for a period of five (5) years and requires graduated monthly payments, changing
on the lease anniversary date, ranging from approximately $1,751 to $1,914, plus
the applicable sales taxes. The Company is responsible for all utilities and
maintenance expenses. The lease expires on February 28, 2007 and may be renewed
for an additional five (5) year term at a rental rate of approximately $1,971,
plus applicable sales taxes for the first renewal year and 3.0% increase on each
succeeding anniversary date. Total rent expense under this lease was
approximately $20,752 and $16,622, respectively, for each of the years ended
December 31, 2003 and 2002.
Future minimum rental payments on the above leases are as follows:
Year ended
December 31, Amount
------------------------
2004 $ 60,754
2005 23,565
2006 24,276
2007 4,076
---------
Totals $ 112,671
=========
(Remainder of this page left blank intentionally)
18
American Ammunition, Inc. and Subsidiaries
=
Notes to Consolidated Financial Statements - Continued
Note O - Income Taxes
The components of income tax (benefit) expense for the three months ended March
31, 2003 and 2002, respectively, are as follows:
Three months Three months
ended ended
March 31, 2004 March 31, 2003
---------------------------------
Federal:
Current $ - $ -
Deferred - -
------- ------
- -
------- ------
State:
Current - -
Deferred - -
------- ------
- -
------- ------
Total $ - $ -
======= ======
As of December 31, 2003, the Company has a net operating loss carryforward of
approximately $8,500,000 to offset future taxable income. Subject to current
regulations, components of this carryforward began to expire in 2003. The amount
and availability of the net operating loss carryforwards may be subject to
limitations set forth by the Internal Revenue Code. Factors such as the number
of shares ultimately issued within a three year look-back period; whether there
is a deemed more than 50 percent change in control; the applicable long-term tax
exempt bond rate; continuity of historical business; and subsequent income of
the Company all enter into the annual computation of allowable annual
utilization of the carryforwards.
The Company's income tax expense (benefit) for the three months ended March 31,
2004 and 2003, respectively, differed from the statutory federal rate of 34
percent as follows:
Three months Three months
ended ended
March 31, 2004 March 31, 2003
-------------------------------
Statutory rate applied to loss
before income taxes $ (295,000) $ (102,000)
Increase (decrease) in income
taxes resulting from:
State income taxes - -
Other, including reserve for
deferred tax asset 295,000 102,000
---------- ----------
Income tax expense $ - $ -
========== ==========
19
American Ammunition, Inc. and Subsidiaries
Notes to Consolidated Financial Statements - Continued
Note O - Income Taxes - Continued
Temporary differences, consisting primarily of statutory differences in the
depreciable lives for property and equipment, between the financial statement
carrying amounts and tax bases of assets and liabilities give rise to deferred
tax assets and liabilities as of December 31, 2003 and 2002, respectively:
December 31, December 31,
2003 2002
------------------------------
Deferred tax assets - long-term
Net operating loss carryforwards $ 2,900,000 $ 2,244,000
Deferred tax liabilities - long-term
Statutory depreciation differences (250,000) (250,000)
----------- -----------
2,650,000 1,994,000
Less valuation allowance (2,650,000) (1,994,000)
----------- -----------
Net Deferred Tax Asset $ - $ -
=========== ===========
During the years ended December 31, 2003 and 2002, respectively, the valuation
allowance increased by approximately $656,000 and $629,000.
(Remainder of this page left blank intentionally)
20
Item 2 - Management's Discussion and Analysis or Plan of Operation
(1) Caution Regarding Forward-Looking Information
Certain statements contained in this Registration Statement including, without
limitation, statements containing the words "believes", "anticipates", "expects"
and words of similar import, constitute forward-looking statements. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause the actual results, performance or achievements of
the Company, or industry results, to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements.
Such factors include, among others, the following: international, national and
local general economic and market conditions: demographic changes; the ability
of the Company to sustain, manage or forecast its growth; the ability of the
Company to successfully make and integrate acquisitions; raw material costs and
availability; new product development and introduction; existing government
regulations and changes in, or the failure to comply with, government
regulations; adverse publicity; competition; the loss of significant customers
or suppliers; fluctuations and difficulty in forecasting operating results;
changes in business strategy or development plans; business disruptions; the
ability to attract and retain qualified personnel; the ability to protect
technology; and other factors referenced in this and previous filings.
Given these uncertainties, readers of this Registration Statement and investors
are cautioned not to place undue reliance on such forward-looking statements.
The Company disclaims any obligation to update any such factors or to publicly
announce the result of any revisions to any of the forward-looking statements
contained herein to reflect future events or developments.
Overview
We were incorporated on February 1, 2000 in the State of California as
FirsTelevision.com. We subsequently changed our corporate name to FBI Fresh
Burgers International which unsuccessfully marketed a business plan concept of a
national "fast food" restaurant chain.
American Ammunition, Inc. is a holding company with two operating subsidiaries:
F&F Equipment, Inc. and Industrial Plating Enterprise Co.
F&F Equipment, Inc. was incorporated on October 4, 1983 under the laws of the
State of Florida. The company was formed to engage principally in the "import,
export, retail & wholesale of firearms equipment, ammunition & other devices and
for the purpose of transacting any and/or all lawful business." F&F conducts its
business operations under the assumed name of "American Ammunition."
In June 2002, American Ammunition, Inc. formed a wholly owned subsidiary,
Industrial Plating Enterprise Co., which started production on June 14, 2002.
Industrial Plating is a fully licensed and approved electrochemical
metallization facility with significant capacity for processing our line of
projectiles as well as other products and services while employing
environmentally sound water conservation and proven waste treatment techniques.
During the third quarter of 2003, the Company's operations experienced the
negative impact of a lower than anticipated or budgeted purchases by Elliot
Brothers, a significant customer.
21
However, during this same time period, the Company has entered into a strategic
alliance with Israel Military Industries (IMI), an entity owned by the State of
Israel, for the cross-production and sale of various small arms ammunition. This
alliance is anticipated to greatly expand the Company's catalog of products and
assist in utilizing existing production capacity.
The Company has executed a private labeling agreement with Century International
Arms, Inc. (Century). Under this agreement, the Company will produce it's
standard catalog of small arms ammunition plus one specialty smallarms cartridge
to Century's specifications for packaging in Century's designated labeling. This
agreement will require no modifications to the Company's production line and
will not require the addition of supplemental personnel or equipment. The
initial shipment under this agreement is for an aggregate 2,010,000 rounds of
ammunition at selling prices of $81.00 to $120.00 per 1,000 rounds, as defined
in this agreement. The agreement is for an initial period of nine (9) months and
covers periodic orders/shipments of an aggregate 13,670,000 rounds of ammunition
from the Company's standard catalog of products and 1,000,000 of the specialty
rounds made to Century's specifications. The Company began shipments under this
agreement during the fourth quarter of 2003. During the first quarter of 2004,
Century defaulted on certain agreed-upon payment schedules on merchandise sold
during December 2003. In repayment of the outstanding trade debt, the Company
accepted unscheduled product returns as payment of the trade debt. As a result
of these issues, the Company recognized a charge to operations of approximately
$28,000 on it's business activity with Century. The returned merchandise was
repackaged and is resalable by the Company to other customers.
Additionally, the Company has been awarded three (3) separate contracts from
various departments of the U. S. Government. Each contract is for an initial
term of one year (commencing between April 24, 2003 and September 30, 2003) with
four (4) successive individual one-year extension options. The contracts are
summarized as follows:
Contract 1: U. S. Department of State. Minimum annual volume of approximately
100,000 rounds of military grade small arms ammunition. Maximum
annual volume of approximately 5,000,000 rounds. Maximum volume
may be increased at the discretion of the Contracting Officer and
respective utilization requirements. The Company has received
firm orders for 2,265,000 rounds of ammunition under this
contract and has approximately 1,265,000 rounds ready for
shipment. The ammunition under this contract will be subject to
the strategic alliance with Israel Military Industries (IWI).
Contract 2: U. S. Department of Energy. This contract covers seven (7)
separate products in the Company's standard catalog of products.
The U. S. Department of Energy is obligated to purchase an
aggregate of 4,549,000 rounds of ammunition under this contract.
Through March 31, 2004, the Company has not shipped any product
under this contract.
Contract 3: U. S. Department of Homeland Security. This contract covers four
(4) separate products being introduced to the Company's catalog
through the strategic alliance with IMI and requires no
modifications to the Company's production facilities or additions
to the labor force. The minimum annual volume is 1,000 rounds of
each product and a maximum annual volume of 9,600,000 rounds of
two (2) products and 36,000,000 of the remaining two (2)
products. The Company has shipped all first article samples, as
defined in the contract, and has received favorable feedback on a
20,000 round shipment during the first quarter of 2004. Full
scale shipments are anticipated to commence during the second
quarter of 2004.
22
During the first quarter of 2004 and subsequent thereto, the Company remains in
negotiation for the issuance of purchase orders against these contracts and
continues to prepare bids on other contracts from these and other U. S.
Governmental agencies.
During the first quarter of 2004, the Company commenced a direct solicitation
program for it's "dealer direct" sales program. As this endeavor has received a
very positive initial response from the qualified retail resellers of the
Company's product, the announcement of this program had a significantly
detrimental impact on the Company's relationship with wholesale distributors
and, accordingly, had a significant negative impact on first quarter 2004 sales.
Results of Operations
Three months ended March 31, 2004 compared with the three months ended March
31,2003.
During the three months ended March 31, 2004, we experienced net revenues of
approximately $281,500 as compared to approximately $608,000 for the same period
of 2003.
During the first quarter of 2004, the Company commenced a direct solicitation
program for it's "dealer direct" sales program. As this endeavor has received a
very positive initial response from the qualified retail resellers of the
Company's product, the announcement of this program had a significantly
detrimental impact on the Company's relationship with wholesale distributors
and, accordingly, had a significant negative impact on first quarter 2004 sales.
We experienced costs of goods sold of approximately $705,000 for the three
months ended March 31, 2004 as compared to approximately $675,000 for the three
months ended March 31, 2003. Included in these amounts are approximately
$173,000 and $164,000, respectively, for depreciation expense on manufacturing
equipment and leasehold improvements on our production facility.
Management is of the opinion that the production labor force is stable and able
to maintain a constant standard of quality for future periods. We experience
variable costs in the area of material consumption and direct labor.
These depreciation levels are anticipated to remain fairly constant as compared
to the first quarter of 2004. Management has placed on order, and placed initial
deposits on, new manufacturing equipment to automate the product packaging
process and to add new quality assurance equipment on the production line. These
commitments aggregate approximately $260,000. Management, at this time, does not
anticipate any further significant capital equipment acquisitions. Further, the
addition of the Industrial Plating Enterprise Co. equipment during 2003 allows
us to produce certain components which were previously outsourced to unrelated
third parties.
For the three months ended March 31, 2004 and 2003, respectively, we have
generated a negative gross profit of approximately $(424,000), or (150,49%), and
approximately $(67,000), or (10.96%).
We anticipate that with the fulfillment of the government contracts discussed
above, continued retail consumer demand for our product line, lower production
costs being experienced from internally generated plating activities and
adequate liquidity, we will be able to generate a positive gross profit in
future periods. Further, based on production cost information developed during
the 4th quarter of 2002 and further refined during 2003, management has
developed a new model for the pricing of its products to its customers. It is
anticipated that this model will allow management to better manage expense
levels, control labor costs and maximize revenue opportunities.
We had no costs allocated to research and development expenses during either of
the quarters ended March 31, 2004 and 2003.
23
During the first quarter of 2004, we expended approximately $123,000 in
advertising and marketing expenses, principally in developing and promoting our
retail dealer direct program. We anticipate to continue our marketing efforts in
this area in future periods; however, the volume and frequency of our
expenditures may fluctuate as management allocates available capital to these
efforts.
Other general and administrative expenses increased by approximately $80,000
from approximately $211,000 for the three months ended March 31, 2004 as
compared to approximately $291,000 for the three months ended March 31, 2003.
These increases are not identifiable by one specific area; however, relate to
general corporate expenses, office and administrative wages and salaries and
other related office overhead.
Included in our results of operations for the first quarter of 2004 are certain
non-cash expenditure charges to operations of approximately $321,000 for
compensation expense related to common stock issuances at less than "fair
value". The calculation of these charges result from our issuing common stock
for either cash or services at valuations below the closing quoted market price
of our common stock (as discounted, as applicable) and either the cash received
or the value of the services provided to us by third parties. During Calendar
2003, we experienced a charge of approximately $94,000 for the amortization of
the Beneficial Conversion Feature Discount on our Preferred Stock. This charge
results from the difference between the closing quoted market price on our
common stock and the equivalent converted price of our Mandatory Convertible
Preferred Stock which was sold and converted during 2003.
We recognized a net loss of approximately $(1,188,000) and $(300,000) for the
respective three month periods ended March 31,2004 and 2003, respectively, or
$(0.02) and $(0.01) per share.
Liquidity And Capital Resources
As of March 31, 2004, December 31, 2003 and March 31, 2003, respectively, we had
working capital of approximately $1,533,000, $2,000,000 and $568,000. Our
working capital position continues to fluctuate based on collections on our
trade accounts receivable and investments from the mandatory exercise of our
outstanding warrant related to our convertible debenture. Further, we anticipate
that we have sufficient inventory levels to support our retail dealer direct
program and our existing and anticipated U. S. Government contracts.
We have used cash in operating activities of approximately $589,000 and $408,000
during the quarters ended March 31, 2004 and 2003, respectively.
The most significant use of cash in operations during the quarter ended March
31, 2004 was for the increase in on- hand inventory to support the anticipated
demand on our retail dealer direct program and our existing and anticipated U.
S. Government contracts.
We anticipate that our improved liquidity position will continue to improve as
management is of the opinion that the production capacity is in place to support
all existing orders and accept existing inquiries which have previously been
denied due to the lack of production capacity and liquidity.
During the quarters ended March 31, 2004 and 2003, respectively, we added
approximately $302,000 and $7,000 in new equipment. Depending on future demand
for our products, we may develop plans to increase our production capacity by an
additional 50% to 100%, as influenced by the availability of manufacturing
equipment on the open market and product sales demand. Management is of the
opinion that sufficient demand will be present, as supported by new product
development and increased product marketing efforts, to justify this expansion.
However, we may not be able to obtain additional funding or, that such funding,
if available, will be obtained on terms favorable to or affordable by us.
24
Convertible Debenture
On October 4, 2002, we signed a Securities Purchase Agreement with La Jolla Cove
Investors, Inc. (La Jolla) for the sale of a $250,000 8% convertible debenture
and a warrant to purchase up 30,000,000 shares of our common stock. The
debenture bears interest at 8% and matures two years from the date of issuance.
In December 2002, the Company and La Jolla, the Debenture and/or Warrant Holder,
amended the above-referenced debenture and warrants as follows:
The number of common shares into which the debenture may be converted is
equal to the dollar amount of the debenture being converted multiplied by
eleven, minus the product of the conversion price, multiplied by ten times
the dollar amount of the debenture being converted, divided by the
conversion price. The conversion price is obtained by multiplying the
average of the five (5) lowest Volume Weighted Average Prices (VWAP) during
the 20 trading days prior to the date of conversion by the Discount
Multiplier of 80%.
The warrants are exercisable at $1.00 per share for up to 2,500,000 shares.
The Warrant Holder is obligated to exercise the warrant concurrently with
the conversion of the debenture for a number of shares equal to ten times
the dollar amount of the debenture being converted.
We were obligated to file a Registration Statement under the Securities Act of
1933 to register the underlying conversion shares on either Form SB-2 or S-3 and
have said Registration Statement effective no later than 120 days after October
4, 2002. Our Registration Statement on Form SB-2 was deemed effective by the U.
S. Securities and Exchange Commission on May 14, 2003 at 1:00 pm EDT.
La Jolla has contractually committed to convert not less than 5.0% and not more
than 10.0% of the original face value of the Debenture monthly beginning the
month after the effective date of the Registration Statement and is required to
concurrently exercise warrants and purchase shares of common stock equal to ten
(10) times the number of shares of common stock issued to La Jolla upon the
respective mandatory conversion of the Debenture.
La Jolla has further contractually agreed to restrict its ability to convert the
Debenture or exercise their warrants and receive shares of our common stock such
that the number of shares held them or their affiliates after such conversion or
exercise does not exceed 4.99% of the then issued and outstanding shares of our
common stock.
In the event an election to convert is made and the volume weighted average
price of our common stock is below $0.30 per share, we have the right to prepay
any portion of the outstanding Debenture that was elected to be converted, plus
any accrued and unpaid interest, at 125.0%.
La Jolla could have demanded repayment of the Debenture of 125.0% of the face
amount outstanding, plus all accrued and unpaid interest, in cash at any time
prior to May 14, 2003, the date that underlying Registration Statement under the
Securities Act of 1933 was declared effective by the U. S. Securities and
Exchange Commission, within 3 business days of such demand. If the repayment was
accelerated, we were obligated to issue La Jolla 25,000 shares of common stock
and $10,000 cash for each 30 day period, or portion thereof, during which the
face amount, including interest thereon, remains unpaid with the cash payment to
increase to $15,000 for each 30 day period the balance remains unpaid after the
initial 90 day period.
If La Jolla does not elect to accelerate the Debenture, the Company shall
immediately issue and pay La Jolla 25,000 shares of common stock and $10,000
cash for each 30 day period, or portion thereof, during which the face amount,
including interest thereon, remains unpaid with the cash payment to increase to
$15,000 for each 30 day period the balance remains unpaid after the initial 90
day period.
25
Due to the contractually agreed mandatory conversion of this Debenture, we have
reflected this transaction in our balance sheet as a "mezzanine" level debt
obligation on its balance sheet, between "Total Liabilities" and "Stockholders'
Equity". Upon the respective mandatory conversion, we will relieve the
respective portion of the Debenture and the any related accrued, but unpaid
interest, and credit this amount to the respective "common stock" and
"additional paid-in capital" accounts in the stockholder's equity section for
the par value and excess amount over the par value of the respective shares
issued.
As the warrant is non-detachable from the Debenture and requires simultaneous
exercise upon conversion of the Debenture, no value was assigned to the issued
warrant. Upon exercise of the warrant, the Company will record the issuance of
the underlying shares as a new issuance of common stock on the date of each
respective exercise.
Concurrent with the execution of the Debenture agreement, we executed an
engagement letter with La Jolla's counsel for legal representation with regard
to the preparation of the Registration Statement under the Securities Act of
1933 on Form SB-2.
On March 13, 2003 and May 6, 2003, La Jolla Cove Investors, Inc., the holder of
the Company's convertible debenture, advanced the Company an additional $200,000
and $150,000, respectively, for working capital purposes. During the second
quarter of 2003, La Jolla elected to allocate the entire $350,000 in additional
funding to the principal balance of the convertible debenture.
On various dates between May 7, 2003 and June 30, 2003, La Jolla elected to
convert an aggregate $75,135, through six (6) separate transactions, in
outstanding Debenture principal into restricted, unregistered common stock. This
election caused the Company to issue 1,334,777 shares of restricted,
unregistered common stock to the Debenture Holder. Additionally, pursuant to the
contract terms, the Debenture Holder concurrently exercised a portion of the
outstanding Warrant to purchase 751,350 shares of the Company's restricted,
unregistered common stock for gross proceeds of $751,350.
During the period from July 1, 2003 through September 30, 2003, the Company
issued an aggregate 2,902,129 shares of common stock, in 15 separate
transactions, to La Jolla in exchange for the redemption of approximately
$93,500 in outstanding debenture balance and approximately $935,000 in cash from
the exercise of the affiliated warrant. Where the closing price of the Company's
common stock was in excess of the respective price per share on the respective
transaction date, the Company recognized a charge to operations for
"compensation expense related to common stock issuances at less than "fair
value". The cumulative effect of transactions where the transaction price, as
established in the Debenture Agreement, was less than the closing price on the
date of the respective transactions resulted in a cumulative charge to
operations of approximately $317,539 during this time period.
In October 2003, the Company issued an aggregate 1,659,847 shares of common
stock, in 3 separate transactions, in exchange for the redemption of
approximately $40,000 in outstanding debenture balance and approximately
$400,000 in cash from the exercise of the affiliated warrant. Where the closing
price of the Company's common stock was in excess of the respective price per
share on the respective transaction date, the Company recognized a charge to
operations for "compensation expense related to common stock issuances at less
than "fair value". The cumulative effect of transactions where the transaction
price, as established in the Debenture Agreement, was less than the closing
price on the date of the respective transactions resulted in a cumulative charge
to operations of approximately $146,189 during this time period.
26
During the period from January 1, 2004 through March 31, 2004, the Company
issued an aggregate 2,400,000 shares of common stock, in two (2) separate
transactions, in exchange for the redemption of approximately $50,000 in
outstanding debenture balance and approximately $500,000 in cash from the
exercise of the affiliated warrant. Where the closing price of the Company's
common stock was in excess of the respective price per share on the respective
transaction date, the Company recognized a charge to operations for
"compensation expense related to common stock issuances at less than "fair
value". The cumulative effect of transactions where the transaction price, as
established in the Debenture Agreement, was less than the closing price on the
date of the respective transactions resulted in a cumulative charge to
operations of approximately $321,000 during this time period.
Research and Development
Depending on the demand for new product lines and the refinement of our
production processes under our production agreement with Israel Military
Industries (IMI), an entity owned by the State of Israel, for the
cross-production and sale of various small arms ammunition, we may or may not
incur increased spending on research and development activities during Calendar
2004.
Further, additional ammunition calibers and/or projectiles may be developed by
us depending upon market research, acceptance in the marketplace of existing
products and production capabilities. At this time, there are no definitive
plans for the further introduction of other new products into the marketplace.
Item 3 - Controls and Procedures
As required by Rule 13a-15 under the Exchange Act, within the 90 days prior to
the filing date of this report, the Company carried out an evaluation of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. This evaluation was carried out under the supervision and with
the participation of the Company's President, Chief Executive and Chief
Financial Officer. Based upon that evaluation, the Company's President, Chief
Executive and Chief Financial Officer concluded that the Company's disclosure
controls and procedures are effective. There have been no significant changes in
the Company's internal controls or in other factors, which could significantly
affect internal controls subsequent to the date the Company carried out its
evaluation.
Disclosure controls and procedures are controls and other procedures that are
designed to ensure that information required to be disclosed in Company reports
filed or submitted under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange
Commission's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed in Company reports filed under the Exchange Act is
accumulated and communicated to management, including the Company's Chief
Executive Officer and Chief Financial Officer as appropriate, to allow timely
decisions regarding required disclosure.
Part II
Item 1 - Legal Proceedings
None
Item 2 - Changes in Securities
In January 2004, the Company issued 38,038 shares of restricted, unregistered
common stock in payment of approximately $10,000 in accrued dividends payable on
the Company's outstanding Series A and Series B Preferred Stock for the quarter
ended December 31, 2003.
27
During the period from January 1, 2004 through March 31, 2004, the Company
issued an aggregate 2,400,000 shares of common stock, in two (2) separate
transactions, to La Jolla Cove Investors, Inc., the holder of the Company's
convertible debenture, in exchange for the redemption of approximately $50,000
in outstanding debenture balance and approximately $500,000 in cash from the
exercise of the affiliated warrant. Where the closing price of the Company's
common stock was in excess of the respective price per share on the respective
transaction date, the Company recognized a charge to operations for
"compensation expense related to common stock issuances at less than "fair
value". The cumulative effect of transactions where the transaction price, as
established in the Debenture Agreement, was less than the closing price on the
date of the respective transactions resulted in a cumulative charge to
operations of approximately $321,000 during this time period.
Item 3 - Defaults on Senior Securities
None
Item 4 - Submission of Matters to a Vote of Security Holders
None
Item 5 - Other Information
None
Item 6 - Exhibits and Reports on Form 8-K
(a) The exhibits required to be filed herewith by Item 601 of Regulation
S-B, as described in the following index of exhibits, are incorporated herein by
reference, as follows:
Exhibit No. Description
---------- -------------------------------------
31.1 * Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
32.1 * Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
* Filed herewith
(b) A report on Form 8-K was filed on October 4, 2001 reporting the Share
Exchange conducted between the Company, F&F Equipment, Inc. and the shareholders
of F&F Equipment, Inc. on September 29, 2001.
A report on Form 8-K was filed on January 29, 2002 reporting a change in the
Registrant's Certifying Accountant.
A report on Form 8-K was filed on October 21, 2002 reporting a Convertible
Debenture and a Warrant to La Jolla Cove Investors, Inc.
A report on Form 8-K was filed on February 11, 2004 in connection with a press
release describing both fourth quarter and year end results for 2003.
Another report on Form 8-K was filed on February 11, 2004 stating that the
Company had executed a non-binding letter of intent to acquire the assets of
Triton Ammunition Corporation.
28
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
American Ammunition, Inc.
---------------------------------
(Registrant)
Dated: April 27, 2004 /s/ Andres Fernandez
------------------------------------
Andres Fernandez
President, Chief Executive Officer
Chief Financial Officer and Director
29