UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 30, 2005
(December 29, 2005)
AMERICAN AMMUNITION, INC.
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(Exact name of registrant as specified in its charter)
California 000-32379 91-2021594
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
3545 NW 71st Street, Miami, FL 33147
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (510) 490-8288
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(C))
SECTION 8- OTHER EVENTS
Item 8.01- Other Events
(a.) Pursuant to the terms outlined in the Schedule 14C filed in July 2005,
the Company is pleased to announce that effective January 1, 2006, it will be
operating as a Nevada corporation following completion of its merger into
American Ammunition, Inc., a Nevada corporation formed solely for the purpose of
reincorporating the Company in the State of Nevada. Each holder of Common Stock
of the Company will receive one (1) share of $.001 par value common stock in the
Nevada corporation for one (1) issued and outstanding shares of Common Stock
held in the Company and holders of Preferred Stock of the Company will receive
one (1) share of $.001 par value preferred stock in the Nevada corporation with
the same rights and preferences as the Preferred Stock for one (1) issued and
outstanding shares of Preferred Stock held in the Company. The purpose of this
merger is to change the Company's domicile from California to Nevada.
No exchange of shares is required. Existing certificates and evidences of
ownership in the California corporation will be recognized as valid certificates
and evidences of ownership in the Nevada corporation. The Company and the
Transfer Agent are prepared to recognize and honor such documents.
(b.) Pursuant to the terms outlined in the Schedule 14C filed in July 2005,
the Company is pleased to announce that in January 2006 it will complete the
reverse split of its common stock at a ratio of one (1) share for each twenty
(20) shares currently issued and outstanding. The effective date of the reverse
split will be in January 2006 at a date and time approved by NASD. The Record
Date for the reverse split has been set by the Board of Directors for the
opening of business on December 9, 2005 (or as soon thereafter as approved by
NASD). Under the terms of the Resolution approved by the Board of Directors, no
exchange of share certificates is required. The Company intends to continue to
use its current transfer agent in effecting the exchange of any certificates
following the effectiveness of the reverse stock split. There will be no
fractional shares in connection with the reverse stock split. Instead, any
fractional share that results will be rounded up to the next whole share.
No exchange of shares is required. Existing certificates will be recognized
following the reverse split. The Company and the transfer agent are prepared to
act on this basis.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
Exhibit
Number Description
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3(i).2 * Articles of Incorporation filed in Nevada August 11, 2005
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* Filed Herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERICAN AMMUNITION, INC.
Dated: December 29, 2005 By: /s/ Andres F. Fernandez
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Andres F. Fernandez, Chief Executive Officer,
President and Director