Safer Shot, Inc. - Quarterly Report (10-Q)
19 Februar 2008 - 10:14PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: December 31, 2007
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
EXCHANGE ACT
For the transition period from to
Safer Shot, Inc.
fka
Monumental Marketing, Inc.
(Exact name of small business issuer as
specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
000-28769
(Commission File Number)
20-2969972
(IRS Employer Identification No.)
110 E. 59th Street
New York, New York 10022
(Address of principal United States executive offices and Zip Code)
(212) 265-8600 ext 215
(Registrant's telephone number, including area code)
7 Jabotinsky Street 46th Floor
Ramat-Gan, Israel
(Address of principal foreign executive offices and Zip Code)
20 Robert Pitt Drive, Suite 214
Monsey, New York 10952
(Former name or former address, if changed since last report)
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practical date: February 14, 2008, 31,613,872
Check if the company is a shell company as specified by the rule. [X]
Transitional Small Business Disclosure Format (check one).
Yes ; No X
INDEX
Page No.
PART I - MANAGEMENT DISCUSSION AND ANALYSIS
Item 1. Financial Statements
Auditor's Review 3
Balance Sheet as of December 31, 2007 and September 30, 2007 4
Statement of Operations for the Three Months
ended December 31, 2007 and 2006 5
Statement of Cash Flows for the Three Months ended
December 31, 2007 and 2006 6
Notes to Financial Statements 7
Item 2. Business 8
Item 3. Controls and Procedures 9
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 9
Item 2. Changes in Securities 9
Item 3. Defaults upon Senior Securities 9
Item 4. Submission of Matter to a Vote of Security Holders 9
Item 5. Other Information 9
Item 6. Exhibits and Reports on Form 8-K 10
SIGNATURES 10
Page Two
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Pollard-Kelley Auditing Services, Inc.
Auditing Services 4500 Rockside Road, Suite 450, Independence OH 44131
330-836-2558
Report of Independent Certified Public Accountants
Board of Directors
Monumental Marketing, Inc.
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We have reviewed the accompanying consolidated balance sheets of
Safer Shot, Inc. as of December 31, 2007 and the related
consolidated statements of income, stockholders' equity, and cash flows
for the periods then ended. These interim financial statements are the
responsibility of the Company's management.
We conducted our review in accordance with the standards of the Public
Company Accounting Oversight Board. A review of interim financial
statements consists principally of applying analytical procedures and
making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit in accordance
with the standards of the Public Company Accounting Oversight Board,
the object of which is the expression of an opinion regarding the
financial statements taken as a whole. Accordingly, we do not express
such an opinion.
The Company has not generated significant revenues or profits to date.
This factor among others, may indicate the Company will be unable to
continue as a going concern. The Company's continuation as a going
concern depends upon its ability to generate sufficient cash flow to
conduct its operations and its ability to obtain additional sources of
capital and financing. The accompanying consolidated financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.
Based on our review, we are not aware of any material modifications
that should be made to the accompanying financial statements in order
for them to be in conformity with generally accepted accounting
principles accepted in the United States of America.
Pollard-Kelley Auditing Services, Inc.
/S/ Pollard-Kelley Auditing Services, Inc.
February 19, 2008
Independence, Ohio
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Page Three
PART I
ITEM 1. FINANCIAL STATEMENTS
SAFER SHOT, INC.
(A Development Stage Company)
BALANCE SHEETS
December 31, September 30,
2007 2007
------------------ ------------------
ASSETS:
CURRENT ASSETS
Cash $ 71,253 $ 82,338
Prepaid Expenses 19,967 34,083
Prepaid Financing 475,000 487,500
------------------ ------------------
Total Current Assets $ 566,220 $ 603,921
FIXED ASSETS
Fixed Assets (net of depreciation) $ 52,694 $ 55,179
TOTAL ASSETS $ 618,914 $ 659,100
------------------ ------------------
------------------ ------------------
LIABILITIES AND EQUITY
CURRENT LAIBILITIES
Accounts Payable $ 315,722 $ 280,557
Derivative Liability 978,696 1,378,694
Notes Payable 216,167 212,167
------------------ ------------------
Total Current Liabilities $ 1,510,585 $ 1,871,418
EQUITY
Common Stock - 75,000,000 common stock par value $.001
authorized. Issued and outstanding December 31, 2007 32,903 30,718
32,902,762 shares. Issued and outstanding September 30, 2007
30,717,622 shares.
Additional paid in Capital 2,030,180 2,000,220
Balance Sheet adjustments due to translation differences (353) (353)
Retained earnings or (Deficit accumulated during development
stage) (2,954,401) (3,242,903)
------------------ ------------------
TOTAL STOCKHOLDERS' EQUITY (891,671) (1,212,318)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 618,914 $ 659,100
------------------ ------------------
------------------ ------------------
The accompanying notes are an integral part of these financial statements.
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Page Four
SAFER SHOT, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
For the three months ended September 16, 1997
December 31, (Inception) to
------------------------------------- December 31,
2007 2006 2007
------------------ ----------------- -----------------
REVENUES
Revenues $ - $ - $ -
COSTS AND EXPENSES
General and Administrative 56,123 34,443 261,440
Officer's Compensation 10,735 45,757 383,363
Consulting Expenses 9,652 16,335 256,161
Research and Development 10,834 1,547 180,306
Legal Fees 6,262 3,123 90,873
Incentive Based Compensation - - 1,250,000
Depreciation 659 1,270 10,598
Total Costs and Expenses $ 94,265 $ 102,475 $ 2,432,741
Net Ordinary Income or (Loss)
before interest $ (94,265)$ (102,475) $ (2,432,741)
------------------ ----------------- -----------------
------------------ ----------------- -----------------
OTHER INCOME/(EXPENSES)
Interest Expense (4,000) (2,467) (17,233)
Derivative Interest Expense (12,500) (25,000)
Other Comprehensive Income/Expense 399,998) (478,696)
Total Other Income/(Expenses) $ 383,498 $ $ (520,929)
Net Ordinary Income or (Loss) $ 289,233)$ (104,942) $ (2,953,670)
------------------ ----------------- -----------------
------------------ ----------------- -----------------
Weighted average number of common
shares outstanding 31,976,835
Net Loss Per Share (0.01)
The accompanying notes are an integral part of these financial statements.
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Page Five
SAFER SHOT, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
For the three months ended September 16, 1997
December 31, (Inception) to
------------------------------------- December 31,
2007 2006 2007
------------------ ------------------ ------------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Income or (Loss) $ 289,233 $ (104,942) $ (2,953,670)
Adjustments to reconcile Net Income to
Net Cash provided
Depreciation 659 1,270 11,685
(Increase) Decrease in Prepaid Expenses 14,116 2,522 (25,557)
(Increase) Decrease in Prepaid Financing 12,500 58,052 (475,000)
Increase (Decrease) in Current Liabilities (360,404) 2,329 1,289,899
Accrued Interest 4,000 125 28,667
Theft Loss - 8,673 8,673
Stock issued for services - - 1,257,550
Donated Services - - 8,194
------------------ ------------------ ------------------
Net Cash provided by Operating Activities (39,896) (31,971) (849,559)
CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of fixed assets (1,189) - (72,337)
Sale of fixed assets - - 1,343
Note Payable 50,000 250,000
----------------- ------------------ -----------------
Net change in cash from Investing Activities (1,189) 50,000 179,006
CASH FLOWS FROM FINANCING
ACTIVITIES:
Issued 19,999,999 shares of common stock - - 10,000
Issued 500,000 shares of common stock - - 500,000
Issued 800,000 shares of common stock - - 200,000
Issued 40,000 shares of common stock 30,000 - 30,000
Contributed Capital from shareholder - - 1,806
------------------ ------------------ ------------------
30,000 - 741,806
Balance at beginning of period 82,338 20,282 -
Net Increase (Decrease) in cash (11,085) 18,029 71,253
Balance as at end of period 71,253 38,311 71,253
SUPPLEMENTAL DISCLOSURE OF NON-CASH ITEMS
ISSUANCE OF STOCK OR OPIONS FOR SERVICES - 125 1,257,550
The accompanying notes are an integral part of these financial statements.
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Page Six
SAFER SHOT, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2007
(Unaudited)
GENERAL
Safer Shot, Inc. (the Company) has elected to omit substantially all footnotes
to the financial statements for the three months ended December 31, 2007,
since there have been no material changes (other than indicated in other
footnotes) to the information previously reported by the Company in their
Annual Report filed on the form 10 K for the twelve months ended September 30,
2007.
COMMON STOCK
The Company issued 40,000 shares of common stock for cash in October. The
Company issued 2,145,140 shares of common stock from exercise of options
issued in April 2007.
WARRANTS
The Company issued 65,000 warrants in November 2006. This can be exercised at
$.15 per share during the next three years. The warrants are not included in
the computation of weighted average of shares as it would be ant-dilutive.
The Company will also need to report a loss if the warrants are not exercised.
The Company issued 40,000 warrants exercisable at $2.00 per share in connection
with the issuance of 40,000 shares of its common stock in October 2007.
OPTIONS
The Company issued 5,000,000 options in April 2007. These can be exercised at
$.001 per share during the next ten years.
SUBSEQUENT EVENTS
On January 29, 2008, the company's directors issued a bridge note for $100,000.
There were 100,000 warrants issued as part of the transaction. These warrants
are exercisable at $.35 with a 5 year term.
The Company signed a non binding letter of intent to acquire 49% of Miniature
Machine Corporation on February 11, 2008
UNAUDITED INFORMATION
The information furnished herein was taken from the books and records of the
Company without audit. However, such information reflects all adjustments
which are, in the opinion of management, necessary to properly reflect the
results of the interim period presented. The information presented is not
necessarily indicative of the results from operations expected for the full
fiscal year.
Page Seven
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This Quarterly Report contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended, which are
intended to be covered by the safe harbors created thereby. Investors are
cautioned that all forward-looking statements involve risks and uncertainty,
including without limitation, the ability of the Company to continue its
expansion strategy, changes in costs of raw materials, labor, and employee
benefits, as well as general market conditions, competition and pricing.
Although the Company believes that the assumptions underlying the forward- l
ooking statements contained herein are reasonable, any of the assumptions
could be inaccurate, and therefore, there can be no assurance that the forward-
looking statements included in this Quarterly Report will prove to be accurate.
In light of the significant uncertainties inherent in the forward-looking
statements included herein, the inclusion of such information should not be
regarded as a presentation by the Company or any other person that the
objectives and plans of the Company will be achieved.
The Company intends to seek, investigate and, proceed with its plan to
develop a less than lethal weapon. The Company may acquire an interest in one
or more business opportunities presented to it by persons or firms who or
which desire to seek perceived advantages of a publicly held corporation. At
this time, the Company has an understanding to acquire certain patent rights
that relate to a less than lethal weapon currently known as the "Bouncer",
which is in its development stage.
The Company may obtain funds in one or more private placements on loans
to finance the operation of any acquired business, if necessary.
There can be no assurance that the Company will be able to raise any funds
in private placement.
PLAN OF OPERATIONS
The Company had no sales or sales revenues for the three months ended
December 31, 2007 or 2006.
The Company had general and administrative expenses of $56,123 for the
three month period ended December 31, 2007 and $34,443 for the same period in
2006. The Company had legal fees of $6,262 for the three month period ended
December 31, 2007 and $3,123 for the three month period ended December 31,
2006. The Company had consulting expenses of $9,652 for the three month
period ended December 31, 2007 and $16,335 for the same period in 2006.
The changes in expenses are derived from the limited financial resources
of the company and its pursuit of its business plan.
CAPITAL RESOURCES AND LIQUIDITY
At December 31, 2007, the Company had total current assets of $566,220
and total assets of $618,914 as compared to $40,954 current assets and
$82,594 total assets at December 31, 2006. The Company had net working capital
of $(944,365) at December 31, 2007 and $(299,640) at December 31, 2006.
Net stockholders' equity in the Company was $(891,671)as of December 31,
2007 and $(258,000) at December 31, 2006.
Page Eight
ITEM 3. CONTROLS AND PROCEDURES
The Company's Chief Executive Officer and Chief Financial Officer have
concluded, based on an evaluation conducted within 90 days prior to the filing
date of this Quarterly Report on Form 10-Q, that the Company's disclosure
controls and procedures have functioned effectively so as to provide those
officers the information necessary to evaluate whether:
(i) this Quarterly Report on Form 10-Q contains any untrue statement
of a material fact or omits to state a material fact necessary to make
the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered
by this Quarterly Report on Form 10-Q, and
(ii) the financial statements, and other financial information included
in this Quarterly Report on Form 10-Q, fairly present in all material
respects the financial condition, results of operations and cash flows
of the Company as of, and for, the periods presented in this Quarterly
Report on Form 10-Q.
There have been no changes in the Company's internal controls or in other
factors since the date of the Chief Executive Officer's and Chief Financial
Officer's evaluation that could significantly affect these internal controls,
including any corrective actions with regard to significant deficiencies and
material weaknesses.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
The Company sold 40,000 shares of its common restricted stock for cash.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None/Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
None/Not Applicable.
ITEM 5. OTHER INFORMATION
SUBSEQUENT EVENTS
The Company issued a bridge note in the amount of $100,000 on January 29, 2008.
The holder received 100,000 warrants that may be exercised for $.35 with a term
of 5 years.
The Company announced a non-binding letter of intent to purchase 49% of
Miniature Machine Corporation on February 11, 2008.
Page Nine
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
The following documents are filed herewith or have been included as
exhibits to previous filings with the Commission and are incorporated herein
by this reference:
Exhibit No. Exhibit
3 Articles of Incorporation (1)
3.2 Bylaws (1)
3.1 Amended Articles of Incorporation (1)
31 Certification Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
32 Certification Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
(1) Incorporated herein by reference from Registrant's Form 10SB12G,
Registration Statement, dated January 5, 2000.
SIGNATURES
Pursuant to the requirements of section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report
to be signed on it behalf by the undersigned, thereunto duly authorized.
SAFER SHOT, INC.
Dated: February 19, 2008
By Margaret Johns
/s/ Margaret Johns
President
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