UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): October 3, 2007
AMERICAN AMMUNITION, INC.
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(Exact name of registrant as specified in its charter)
Nevada 0-32379 91-2021594
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(State or other jurisdiction of (Commission (I.R.S. Employer
Incorporation or organization) File Number) Identification No.)
3545 NW 71st Street
Miami, FL 33147 33147
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(Address of Principal Executive Office) (Zip Code)
(305) 835-7400
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(Issuer's Telephone Number)
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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:
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR230.425)
[_] 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))
Item 3.02 Unregistered Sales of Equity Securities
American Ammunition, Inc. is referred to herein as "we", "our" or "us.
On October 3, 2007, in accordance with Nevada state law and our bylaws, our
Board of Directors unanimously approved a resolution to issue the following
shares of our restricted stock to the following persons in exchange for services
that they rendered to us: (a) 8,000,000 shares to our Chairman of the Board,
J.A. Fernandez, Sr.; (b) 4,000,000 shares to our President/Chief Executive
Officer/Director, Andres F. Fernandez; (c) 4,000,000 shares to our Vice
President of Operations/Director, Emilio Jara; and (d) 4,000,000 shares to our
Director, Maria A. Fernandez.
In connection with the above issuances, we relied on the exemption from
registration provided by Section 4(2) and 4(6) of the Securities Act of 1933, as
amended. We believed that Section 4(2) was available because the issuances did
not involve a public offering. We did not engage in any public advertising or
general solicitation in connection with the transaction. No underwriter was used
in the transaction. The stock issuances were all made to accredited investors
who as our officers and directors have access to our financial, business, and
corporate information.
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 thereunto duly authorized.
American Ammunition, Inc.
Date: October 30, 2007 By: /s/ Andres F. Fernandez
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Andres F. Fernandez
Chief Executive Officer and
Chief Financial Officer