UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
POST EFFECTIVE AMENDMENT TO FORM SB-2 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Amendment No. 1
Commission Registration Number 333-122056
AMERICAN AMMUNITION, INC.
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(Name of small business issuer in its charter)
Nevada 3990 91-2021594
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State or other Incorporation (Primary Standard Industrial (I.R.S. Employer
or Organization) Classification Code Number) Identification No.)
American Ammunition, Inc.
3545 NW 71st Street
Miami, Florida 33147
305-835-7400
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(Address and telephone number of principal executive
offices and principal place of business)
Andres F. Fernandez, Chief Executive Officer
AMERICAN AMMUNITION, INC.
3545 NW 71st Street
Miami, Florida 33147
305-835-7400
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(Name, address and telephone number of agent for service)
Copies to: Hamilton & Lehrer, P.A.
101 Plaza Real South, Suite 202
Boca Raton, Florida 33432
(561) 416-8956
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Approximate date of commencement of proposed sale to the public: This
post-effective amendment deregisters those shares of common stock that remain
unsold hereunder as of the date hereof.
If any of the Securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, check the following box: [_]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act of 1933, please check the following box
and list the Securities Act of 1933 registration number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act of 1933, check the following box and list the Securities Act
of 1933 Registration Statement number of the earlier effective Registration
Statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act of 1933, check the following box and list the Securities Act
of 1933 Registration Statement number of the earlier effective Registration
Statement for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
DEREGISTRATION OF SECURITIES
American Ammunition, Inc., a Nevada corporation (hereafter referred to as "we"
"us" or "our" or "Registrant"), filed the following registration statements on
Form SB-2 (No. 333-122056) (the "Registration Statement") using a Selling
Shareholder registration process to register the following shares of our common
stock held by our Selling Shareholders (the "Selling Shareholders"): (a)
Amendment No. 1 to the Registration Statement registering 45,527,672 shares,
which was filed on April 6, 2005; (b) Amendment No. 2 to the Registration
Statement registering 74,442,008 shares, which was filed on May 5, 2005; and (c)
Amendment No. 3 to the Registration Statement registering 93,718,422 shares,
which was filed on June 2, 2005. On or about June 5, 2005, the Securities and
Exchange Commission declared the Registration Statement effective. The foregoing
amendments described in (a) - (c) reflected our filing of prospectus supplements
under the original Registration Statement, which was filed on January 14, 2005.
We no longer desire to keep the Registration Statement effective. Accordingly,
this Post-Effective Amendment to the Registration Statement is being filed to
deregister all of the shares that remain unsold under the Registration
Statement, as of the date hereof.
As detailed under Item 5 in our Form 10-QSB for the period ending June 30, 2007,
which we filed with the Securities and Exchange Commission on September 30,
2007, we commenced an inquiry in or about June 2007 to determine, among other
things, whether the terms of the Registration Statement had been complied with.
Based on our analysis of certain share issuances from records that we obtained
from our transfer agent, we determined that each of the share issuances had
violated the terms of the Registration Statement beginning with Amendment No. 1
(as described in (a) above) -- specifically that such issuances, individually
and cumulatively, had violated our agreement as described in the Registration
Statement prohibiting the Selling Stockholders from owning more than 4.9% or
more or our outstanding common stock. Additionally, the escrow agent was
prohibited from distributing and disbursing 4.9% or more of our outstanding
common stock.
Based on analysis of our records and the records of our transfer agent, we have
Determined that of the 93,718,422 shares registered on the Form SB-2: (a)
6,328,051 shares were sold to La Jolla Cove Investors, which were identified as
the Selling Shareholder in the Registration Statement; (b) 16,803,335 shares
were sold to Ta Terraza Asset Management in escrow, which on September 6, 2006
had assumed La Jolla Cove Investor's rights under the Registration Statement by
La Jolla Cove executing an assignment assigning its right, title and interest to
La Terraza, and La Terraza's paying total cash consideration to us of $3,150,000
for these rights, which cancelled our indebtedness in connection with the La
Jolla assignment to La Terraza, and as such, we are no longer indebted pursuant
to the terms of the Registration Statement; and (c) 70,587,036 shares remain
unsold, which we will cancel and retire to our treasury upon this registration
being declared effective.
Accordingly, this Post-Effective Amendment to the Registration Statement is
being filed to deregister 70,587,036 shares, as of the date hereof.
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SIGNATURES
In accordance with 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 of filing this Post Effective Registration Statement on Form
SB-2 and authorizes this registration statement to be signed on its behalf by
the undersigned, in the City of Miami, State of Florida, on October 17, 2007.
AMERICAN AMMUNITION, INC.
By: /s/ Andres F. Fernandez
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Andres F. Fernandez, President and CEO
In accordance with the requirements of the Securities Act of 1933, this Post
Effective registration statement was signed by the following persons in the
capacities and on the dates stated.
Signature Title Date
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/s/ J.A. Fernandez, Sr.
---------------------------- Chairman of the Board November 6, 2007
J.A. Fernandez, Sr. and Director of Sales
/s/ Andres F. Fernandez
---------------------------- President, Chief Executive November 6, 2007
Andres F. Fernandez Officer, Chief Financial
Officer and Principal
Accounting Officer
/s/ Emilio D. Jara
---------------------------- Vice-President of Operations, November 6, 2007
Emilio D. Jara Secretary and Director
/s/ Maria A. Fernandez
---------------------------- Director November 6, 2007
Maria A. Fernandez
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