UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No.2)
(MARK ONE)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For Fiscal Year Ended: September 30, 2009
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT
For the transition period from to
Commission file number 000-28769
REGISTRANT INFORMATION
Safer Shot, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1658 East 5600 South Salt Lake City, Utah 84121 (Address of principal executive offices)
Registrant's telephone number including area code: (406) 532-9335
(Former name or former address, if changed since last report)
Securities registered under Section 12(b) of the Act: NONE
Securities registered under Section 12(g) of the Act:
Common Stock, par value $.001
(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
Check if there is no disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is not contained in this form and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this form 10-K. [X]
Check if the company is a shell company as specified by the rule. [ ]
At January 2, 2010, the aggregate market value of all shares of voting stock held by non-affiliates was $375,729. In determining this figure, the Registrant has assumed that all directors and executive officers are affiliates. Such assumption shall not be deemed conclusive for any other purpose. The number of shares outstanding of each class of the Registrant's common stock, as of January 2, 2010, was as follows: Common Stock $.001 par value, 69,863,872 shares.
Total revenues for fiscal year ended September 30, 2009: $0
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DOCUMENTS INCORPORATED BY REFERENCE
If the following documents are incorporated by reference, briefly describe them and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) any annual report to security holders; (2) any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act"): NONE
Transitional Small Business Disclosure Format (check one): Yes NO [X]
Explanatory Note
The purpose of this Amendment No.2 to Safer Shot, Inc.’s Annual Report on Form 10-K for the fiscal year ended September 30, 2009, filed with the Securities and Exchange Commission on January 12, 2010 (the “Form 10-K”) is solely to correctly state the Company’s status as a development stage company and delete a misclassification as a shell company as former management did not update the annual reports to state the correct operational status of the Company.
Except as specifically noted above, this Amendment No.
2
to Form 10-K does not modify or update disclosures in the Original Filing. Accordingly, this Form 10-K/A does not reflect events occurring after the filing of the Original Filing or modify or update any related or other disclosures.
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TABLE OF CONTENTS
Item Number and Caption Page
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PART I
Item 1. Description of Business.......................................4
Item 2. Description of Property.......................................4
Item 3. Legal Proceedings.............................................5
Item 4. Submission of Matters to a Vote of Security Holders...........5
PART II
Item 5. Market for Common Equity and Related Stockholder Matters......5
Item 6. Management's Discussion and Analysis or Plan of Operations....5
Item 7. Financial Statements..........................................7
Item 8. Changes in and Disagreements With Accountants on Accounting
And Financial Disclosure......................................7
PART III
Item 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the Exchange Act....7
Item 10. Executive Compensation........................................8
Item 11. Security Ownership of Certain Beneficial Owners and
Management....................................................8
Item 12. Certain Relationships and Related Transactions................9
Item 13. Exhibits and Reports on Form 8-K..............................9
Item 14. Controls and Procedures......................................11
Item 15. Principal Accountant Fees and Services.......................11
Signatures...................................................13
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
GENERAL
The Company has entered into a letter of undertaking and an escrow services agreement with Mr. Yehuda Meller and his company, T.A.G Engineering Ltd. Pursuant to the terms of the letter of undertaking, we have agreed to purchase patent applications filed with the Israeli Patent Office: patent application no. 161777-8, which was filed on December 4, 2005 and patent application no. 162809-8, which was filed on December 13, 2005. The patent applications relate to a less than lethal weapon currently known as the "Bouncer", which is in its development stage.
There are conditions to be fulfilled prior to closing, including obtaining financing and entering into a technology transfer agreement. If the financing is not completed by April 30, 2006, both parties have the right to not enter into the technology transfer agreement. If this happens, the patent application purchase will not occur. At this time, the Company has signed an amended agreement that was exhibited in an 8K in June 2007.
HISTORY
The Company commenced its business plan in August of 2005. Monumental Marketing, Inc., a Wyoming corporation (the "Company") was incorporated on September 16, 1997, and was formed specifically for the purpose of either merging with or acquiring an operating company with operating history and assets. In January of 2008, the Company changed its name to Safer Shot, Inc. The Company has been successful in acquiring financing to complete its purchase of the patent applications and complete its business plan to produce and market this product. The Company has successfully implemented several stages of its business plan described herein. It remains a development stage company under general accounting rules while implementing its business plan.
Management has currently successfully created trading market to develop the Company's securities. The Company has successfully implemented several stages of its business plan described herein. However, if the Company intends to facilitate the eventual creation of a public trading market in its outstanding securities, it must consider that the Company's securities, when available for trading, will be subject to a Securities and Exchange Commission rule that imposes special sales practice requirements upon broker-dealers who sell such securities to persons other than established customers or accredited investors. For purposes of the rule, the phrase "accredited investors" means, in general terms, institutions with assets in excess of $5,000,000, or individuals having a net worth in excess of $1,000,000 or having an annual income that exceeds $200,000 (or that, when combined with a spouse's income, exceeds $300,000). For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser's written agreement to the transaction prior to the sale. Consequently, the rule may affect the ability of broker-dealers to sell the Company's securities and also may affect the ability of purchasers in this offering to sell their securities in any market that might develop therefore.
COMPETITION
The Company expects to encounter substantial competition in its efforts to complete its business plan, primarily from business development companies, venture capital partnerships and corporations, venture capital affiliates of large industrial and financial companies, small investment companies, and wealthy individuals. Many of these entities will have significantly greater experience, resources and managerial capabilities than the Company and will therefore be in a better position than the Company to obtain access to attractive business funding opportunities.
EMPLOYEES
The Company's only employees at the present time are its officers, directors, who will devote as much time as they determine is necessary to carry out the affairs of the Company.
ITEM 2. DESCRIPTION OF PROPERTY
The Company currently does not have an office or any equipment.
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ITEM 3. LEGAL PROCEEDINGS
No material legal proceedings to which the Company (or its director and officer in his capacity as such) is party or to which property of the Company is subject is pending and no such material proceeding is known by management of the Company to be contemplated.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET INFORMATION
The Company's common stock is currently traded under the symbol SAFS. Holders of common stock are entitled to receive such dividends as may be declared by the Company's Board of Directors. No dividends on the common stock have been paid by the Company, nor does the Company anticipate that dividends will be paid in the foreseeable future.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
PLAN OF OPERATIONS - The following discussion should be read in conjunction with the Financial Statements and notes thereto.
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 to finance the operation of any acquired business, if necessary. Persons purchasing securities in these placements and other shareholders will likely not have the opportunity to participate in the decision relating to any acquisition. The Company's proposed business is sometimes referred to as a "blind pool" because any investors will entrust their investment monies to the Company's management before they have a chance to analyze any ultimate use to which their money may be put. Consequently, the Company's potential success is heavily dependent on the Company's management, which will have unlimited discretion in searching for and entering into a business opportunity. The sole officer and directors of the Company likely have no experience in any proposed business of the Company.
There can be no assurance that the Company will be able to raise any funds in private placement.
RESULTS OF OPERATIONS
During the period from September 16, 1997 through September 30, 2009, the Company has proceeded to follow its business plan that includes completing the development of the molds necessary to manufacture the product. The Company has also been developing its marketing plan for the product. No revenues were received by the Company during this period.
For the current fiscal year, the Company anticipates incurring a loss as a result of organizational expenses in pursuit of its patent application. The Company anticipates that until the patent technology is completed and in production, it will not generate revenues other than interest income, and may continue to operate at a loss after development of the technology, depending upon the performance of the acquired patents.
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LIQUIDITY AND FINANCIAL RESOURCES
The Company remains in the development stage and, since inception, has experienced no significant change in liquidity or capital resources or stockholder's equity. The Company's balance sheet as of September 30, 2009, reflects a current asset value of $438,632, and a total asset value of $490,515.
Liquidity and Capital Resources Cash requirements of the Company have been met by funds provided from two private placements that raised $510,000 and loans totally $350,000. The ratio of current assets to current liabilities at September 30, 2009 was 1 to 1.12 compared to 1 to 1.3 on September 30, 2008. The working capital of the Company as of September 30, 2009 was $(434,419. The working capital at September 30, 2008 was (201,233). Cash was $1,132 at fiscal 2009 year end versus $1,132 at fiscal 2008 year end. Analysis of Operating, Investing and Financing Activities During 2007. During 2009, the Company increased its accounts payable by $58,383 and its short term notes payable by $0 mainly as a result of its pursuit of an agreement on certain patent technology and development of the product.
Selling, General and Administrative Expenses. The Company's selling, general and administrative decreased from $118,815 to $4,800 during the fiscal year ended September 30, 2009. Officer's compensation increased to $120,000 from $10,735 during the year. Legal fees decreased to $0 from $22,192 during the year. Consulting expenses decreased to $0 from $79,650 during the year. Research and Development decreased to $0 from $10,834 during the year.
During the past year, the Company's operations and investing activities have been financed extensively from private placements and short term notes.
The Company will carry out its plan of business as discussed above. The Company cannot predict to what extent its liquidity and capital resources will be diminished prior to the consummation of a business combination or whether its capital will be further depleted by the operating losses (if any) of the business entity which the Company may eventually acquire.
NEED FOR ADDITIONAL FINANCING
The Company believes that its existing capital will not be sufficient to meet the Company's cash needs, including the costs of compliance with the continuing reporting requirements of the Securities Exchange Act of 1934, as amended, for a period of approximately two years. Accordingly, in the event the Company is able to complete a business combination during this period, it anticipates that its existing capital will not be sufficient to allow it to accomplish the goal of completing a business combination. There is no assurance, however, that the available funds will ultimately prove to be adequate to allow it to complete a business combination, and once a business combination is completed, the Company's needs for additional financing are likely to increase substantially.
FEDERAL INCOME TAX ASPECTS OF INVESTMENT IN THE COMPANY
The discussion contained herein has been prepared by the Company and is based on existing law as contained in the Code, amended United States Treasury Regulations ("Treasury Regulations"), administrative rulings and court decisions as of the date of this Annual Report. No assurance can be given that future legislative enactments, administrative rulings or court decisions will not modify the legal basis for statements contained in this discussion. Any such development may be applied retroactively to transactions completed prior to the date thereof, and could contain provisions having an adverse affect upon the Company and the holders of the Common Stock. In addition, several of the issues dealt with in this summary are the subjects of proposed and temporary Treasury Regulations. No assurance can be given that these regulations will be finally adopted in their present form.
CONTINGENCIES
Members of the board have challenged the Stock option plan and the subsequent issues of stock to management of the Company.
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FORWARD LOOKING STATEMENT
This Management's Discussion and Analysis of Financial Condition and Results of Operations includes a number of forward-looking statements that reflect Management's current views with respect to future events and financial performance. Those statements include statements regarding the intent, belief or current expectations of the Company and members of its management team as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risk and uncertainties, and that actual results may differ materially from those contemplated by such forward- looking statements. Readers are urged to carefully review and consider the various disclosures made by the Company in this report and in the Company's other reports filed with the Securities and Exchange Commission. Important factors currently known to Management could cause actual results to differ materially from those in forward-looking statements. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in the future operating results over time. The Company believes that its assumptions are based upon reasonable data derived from and known about its business and operations and the business and operations of the Company. No assurances are made that actual results of operations or the results of the Company's future activities will not differ materially from its assumptions.
ITEM 7. FINANCIAL STATEMENTS
The financial statements of the Company and supplementary data are included beginning immediately following the signature page to this report. See Item 13 on page 9 for a list of the financial statements and financial statement schedules included.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There are not and have not been any disagreements between the Company and its accountants on any matter of accounting principles, practices or financial statements disclosure.
PART III
ITEM 9. DIRECTORS EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
EXECUTIVE OFFICERS AND DIRECTORS
The members of the Board of Directors of the Company serve until the next annual meeting of stockholders, or until their successors have been elected. The officers serve at the pleasure of the Board of Directors. The current officers and directors, Mr. Lund and Mr. Kading, started their service on April 30, 2009 and July 16, 2009, respectively. The following table sets forth the name, age, and position of each executive officer and director of the Company:
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DIRECTOR'S NAME AGE OFFICE TERM EXPIRES
John Lund 53 President, Director April 30, 2010
Kevin Kading 51 Director April 30, 2010
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Mr. Lund has served as the Chief of Staff of Invizeon Corporation, where he advised the CEO and senior executives on various matters including strategic planning, operations, restructuring and effective leadership. Additionally, Mr. Lund negotiated various vender contracts and established alliances and partnership agreements as well as raising financing for operating costs. Mr. Lund also represented the company at national and regional meetings, conventions and trade shows. Prior to working at Invizeon, Mr. Lund was the President and Owner of A.C.T., Inc., a management consulting firm.
Mr. Kading currently serves as the Chairman of the Board and CEO for Kading Companies, SA a holding company with interests in a medical device company; reconnaissance & surveillance company and automotive parts company. Prior to founding Kading Companies, from the late 1970's through 1995 Mr. Kading was in the investment banking industry with positions ranging from retail stock broker to institutional sales and owning 100% of an investment banking firm.
CONFLICTS OF INTEREST
Certain conflicts of interest existed at September 30, 2009 and may continue to exist between the Company and its officers and directors due to the fact that they has other business interests to which he devotes his primary attention. Each officer and director may continue to do so notwithstanding the fact that management time should be devoted to the business of the Company.
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Certain conflicts of interest may exist between the Company and its management, and conflicts may develop in the future. The Company has not established policies or procedures for the resolution of current or potential conflicts of interests between the Company, its officers and directors or affiliated entities. There can be no assurance that management will resolve all conflicts of interest in favor of the Company, and failure by management to conduct the Company's business in the Company's best interest may result in liability to the management. The officers and directors are accountable to the Company as fiduciaries, which means that they are required to exercise good faith and integrity in handling the Company's affairs. Shareholders who believe that the Company has been harmed by failure of an officer or director to appropriately resolve any conflict of interest may, subject to applicable rule of civil procedure, be able to bring a class action or derivative suit to enforce their rights and the Company's rights.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Based solely upon a review of forms 3, 4, and 5 and amendments thereto, furnished to the Company during or respecting its last fiscal year, no director, officer, beneficial owner of more than 10% of any class of equity securities of the Company or any other person known to be subject to Section 16 of the Exchange Act of 1934, as amended, failed to file on a timely basis reports required by Section 16(a) of the Exchange Act for the last fiscal year.
AUDIT COMMITTEE FINANCIAL EXPERT
The Company's board of directors does not have an "audit committee financial expert," within the meaning of such phrase under applicable regulations of the Securities and Exchange Commission, serving on its audit committee. The board of directors believes that all members of its audit committee are financially literate and experienced in business matters, and that one or more members of the audit committee are capable of (i) understanding generally accepted accounting principles ("GAAP") and financial statements, (ii) assessing the general application of GAAP principles in connection with our accounting for estimates, accruals and reserves, (iii) analyzing and evaluating our financial statements, (iv) understanding our internal controls and procedures for financial reporting; and (v) understanding audit committee functions, all of which are attributes of an audit committee financial expert. However, the board of directors believes that there is not any audit committee members who has obtained these attributes through the experience specified in the SEC's definition of "audit committee financial expert." Further, like many small companies, it is difficult for the Company to attract and retain board members who qualify as "audit committee financial experts," and competition for these individuals is significant. The board believes that its current audit committee is able to fulfill its role under SEC regulations despite not having a designated "audit committee financial expert."
ITEM 10. EXECUTIVE COMPENSATION
None of the executive officer's annual salary and bonus exceeded $60,000 in cash payments during any of the Company's last two fiscal years.
Officers and Directors are currently being compensated under a verbal agreement. The Company is accruing a monthly salary of $10,000 for the chief executive officer under the verbal agreement. They are in negotiation for written agreement.
There is currently no compensation paid to non-employment directors.
ITEM 11. SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT
PRINCIPAL SHAREHOLDERS
The table below sets forth information as to each person owning of record or who was known by the Company to own beneficially more than 5% of the 30,757,622 shares of issued and outstanding Common Stock of the Company as of September 30, 2009 and information as to the ownership of the Company's Stock by each of its directors and executive officers and by the directors and executive officers as a group. Except as otherwise indicated, all shares are owned directly, and the persons named in the table have sole voting and investment power with respect to shares shown as beneficially owned by them.
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NAME AND ADDRESS
OF BENEFICIAL OWNERS / NATURE OF SHARES
DIRECTORS OWNERSHIP OWNED PERCENT
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Eda capital Corporation Common Stock 2,233,334 6.9%
Rolfe Investments Ltd Common Stock 2,358,333 7.2%
Zeev Common Stock 3,233,333 9.9%
Zegal & Ross Capital LLC Common Stock 3,333,333 10.2%
Officers and Directors Common Stock 972,222 3.0%
As a Group (one)
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ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In connection with organizing the Company, on September 16, 1997, persons consisting of its officers, directors, and other individuals were issued a total of 1,000 shares of Common Stock at a value of $.001 per share. On October 20, 1999, the outstanding shares were forward split 1,000 to 1, resulting in a total of 1,000,000 shares outstanding. In June 2005, the outstanding shares were forward split 5:1 resulting a total of 5,000,00 shares outstanding.
ITEM 13. EXHIBITS, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report.
1. FINANCIAL STATEMENTS PAGE
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Independent Auditor's Report 15
Balance Sheets
September 30, 2009 and 2008 16
Statements of Operations for the
Years Ended September 30, 2009 and 2008 17
Statement of Stockholders' Equity
Since September 16, 1997 (inception) to September 30, 2009 18
Statements of Cash Flows for the
Years Ended September 30, 2009 and 2008 21
Notes to Financial Statements 22
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2. FINANCIAL STATEMENT SCHEDULES
The following financial statement schedules required by Regulation S-X are included herein.
All schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
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3. (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:
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Exhibit No. Exhibit
3 Articles of Incorporation (1)
3.2 Bylaws (1)
3.1 Amended Articles of Incorporation (1)
31 Certification of Principal Executive Officer and Principal
Financial Officer Pursuant to 18 U.S.C Section 1350 as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32 Certification of Principal Financial Officer and Principal Financial
Officer Pursuant to 18 U.S.C Section 1350 as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
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(b) Reports on Form 8-K.
On January 15, 2008, Haim Karo was terminated as CEO and President. Margaret Johns was appointed as interim CEO.
On January 29, 2008, the Company announced that it had secured a bridge loan with net proceeds of $90,000. The Company changed its name to Safer Shot, Inc.
On February 11, 2008, the Company entered into a nonbinding letter of intent to purchase 49% of Miniature Machine Corporation.
On March 20, 2008, the Company terminated Raanan Algerand as CFO and treasurer. Margaret Johns is acting as financial officer.
On September 9, 2008, Margaret Johns resigned all positions with Safer Shot, Inc.
On September 15, 2008, John was appointed CEO.
(1) Incorporated herein by reference from Registrant's Form 10SB12G, Registration Statement, dated January 5, 2000.
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ITEM 14. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Under the supervision and with the participation of management, the Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"), as of December 31, 2007. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, the Company's disclosure controls and procedures were not effective and adequately designed to ensure that the information required to be disclosed by the Company in the reports submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms and that such information was accumulated and communicated to the Company's Chief Executive Officer and Chief Financial Officer, in a manner that allowed for timely decisions regarding required disclosure.
EVALUATION OF INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company's internal control system was designed to provide reasonable assurance to the Company's management and board of directors regarding the preparation and fair presentation of published financial statements.
Management assessed the effectiveness of the Company's internal control over financial reporting (as defined in the Securities Exchange Act of 1934 Rule 13a-15(f) and 15d-15(f) as of December 31, 2007. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO:) in Internal Control- Integrated Framework. Based on management's assessment the Company believes that, as of December 31, 2007, the Company's internal control over financial reporting is effective based on those criteria.
This annual report does not include an audit report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management's report in this annual report
CHANGES IN INTERNAL CONTROLS
There was no change to the Company's internal controls over financial reporting during the fiscal year ended September 30,2009 that materially affected, or reasonably likely to materially affect, the Company's internal controls over financial reporting.
ITEM 15. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following is a summary of the fees billed to us by Pollard and Kelley Auditing Services Inc. any for professional services rendered for the years ended September 30, 2009 and 2008:
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Service 2009 2008
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Audit Fees $ 15.000 $ 11,000
Audit-Related Fees 11,000 11,000
Tax Fees - -
All Other Fees - -
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Total $ 26,000 $ 17,500
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AUDIT FEES - Consists of fees billed for professional services rendered for the audits of our financial statements, reviews of our interim financial statements included in quarterly reports, services performed in connection with filings with the Securities & Exchange Commission and related comfort letters and other services that are normally provided by Pollard and Kelley Auditing Services Inc. in connection with statutory and regulatory filings or engagements.
TAX FEES - Consists of fees billed for professional services for tax compliance, tax advice and tax planning. These services include assistance regarding federal, state and local tax compliance and consultation in connection with various transactions and acquisitions.
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Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors
The Audit Committee, is to pre-approve all audit and non-audit services provided by the independent auditors. These services may include audit services, audit related services, tax services and other services as allowed by law or regulation. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specifically approved amount. The independent auditors and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent auditors in accordance with this pre-approval and the fees incurred to date. The Audit Committee may also pre-approve particular services on a case-by-case basis.
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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 its behalf by the undersigned, thereunto duly authorized.
SAFER SHOT, INC.
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Dated:
May 9, 20
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/s/
Michael Black
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Michael Black
President
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MONUMENTAL MARKETING, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS SEPTEMBER 30, 2009 AND 2008
CONTENTS
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Page
Independent Auditor's Report..........................................15
Balance Sheets
September 30, 2009 and 2008.........................................16
Statements of Operations for the
Years Ended September 30, 2009 and 2008.............................17
Statement of Stockholders' Equity
Since September 16, 1997 (inception) to September 30, 2009..........18
Statements of Cash Flows for the
Years Ended September 30, 2009 and 2008.............................21
Notes to Financial Statements.........................................22
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HAMILTON PC
Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders Safer Shot, Inc.
We have audited the accompanying balance sheets of Safer Shot, Inc., as of September 30, 2009 and the related statements of operations, stockholders' equity (deficit), and cash flows for the year in the period ended September 30, 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conduct our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Safer Shot, Inc. as of September 30, 2009, and the results of its operations and its cash flows for the year ended September 30, 2009 in conformity with U.S. generally accepted accounting standards.
HAMILTON PC
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/s/ HAMILTON PC
Denver, CO
January 14, 2009
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SAFER SHOT, INC.
fka MONUMENTAL MARKETING, INC.
(A Development Stage Company)
BALANCE SHEETS
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SAFER SHOT, INC.
fka MONUMENTAL MARKETING, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2009 AND 2008
NOTE 1 - NATURE OF OPERATIONS AND GOING CONCERN
The Company has not generated significant revenues or profits to date. This factor among others raises considerable doubt the Company will be able 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 may result from the outcome of this uncertainty. Management plans to relieve these problems by continuing to raise working capital either through stock sales or loans.
Several conditions and events cast doubt about the Company's ability to continue as a "going concern." The Company has incurred accumulated net losses of approximately $2,443,474 for the years ended September 30, 2009, has a liquidity problem, and requires additional financing in order to finance its business activities on an ongoing basis. The Company is actively pursuing alternative financing and has had discussions with various third parties, although no firm commitments have been obtained. The Company's future capital requirements will depend on numerous factors including, but not limited to, continued progress in finding a merger candidate and the pursuit of business opportunities.
These financial statements do not reflect adjustments that would be necessary if the Company were unable to continue as a "going concern". While management believes that the actions already taken or planned, will mitigate the adverse conditions and events which raise doubt about the validity of the "going concern" assumption used in preparing these financial statements, there can be no assurance that these actions will be successful. If the Company were unable to continue as a "going concern," then substantial adjustments would be necessary to the carrying values of assets, the reported amounts of its liabilities, the reported revenues and expenses, and the balance sheet classifications used.
Organization and Basis of Presentation
The Company was incorporated under the laws of the State of Wyoming on September 16, 1997. The Company ceased all operating activities during the period from September 16, 1997 to October 20, 1999 and was considered dormant. Since October 20, 1999, the Company has been in the development stage, and has not generated significant revenues from its planned principal operations.
Nature of Business
The Company has no products or services as of September 30, 2009. The Company was organized as a vehicle to seek merger or acquisition candidates. The Company has entered into an agreement to pursue patent applications related to a less than lethal weapon currently known as the "Bouncer", which is in its development stages.
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES
This summary of accounting policies for Monumental Marketing, Inc. (a development stage company) is presented to assist in understanding the Company's financial statements. The accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.
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Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.
Pervasiveness of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles required 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.
Loss per Share
The reconciliations of the numerators and denominators of the basic loss per share computations are as follows:
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Income Shares Per-Share
(Numerator) (Denominator) Amount
For the year ended
September 30, 2009
Basic Income per Share
Income to common shareholders $ (233,186) 30,757,622 $ (.01)
---------- ---------- ----------
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For the year ended
September 30, 2009
Basic Loss per Share
Loss to common shareholders $1,033,345 30,757,622 $ .07
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The effect of outstanding common stock equivalents would be anti-dilutive for September 30, 2009 and 2008 and are thus not considered.
Concentration of Credit Risk
The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements.
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NOTE 3 - INCOME TAXES
As of September 30, 2009, the Company had a net operating loss carryforward for income tax reporting purposes of approximately $2,443,474 that may be offset against future taxable income through 2023. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited. No tax benefit has been reported in the financial statements, because the Company believes there is a 50% or greater chance the carryforwards will expire unused. Accordingly, the potential tax benefits of the loss carryforwards are offset by a valuation allowance of the same amount.
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Net deferred tax assets liabilities)
consist of the following components:
September 30, 2009
Operating loss carryforwards $ 2,443,474
Valuation allowance (2,443,474)
----------
Net deferred tax assets (liabilities) $ -
----------
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NOTE 4 - DEVELOPMENT STAGE COMPANY
The Company has not generated significant revenues from its principal operations and as is common with a development stage company, the Company has had recurring losses during its development stage. The Company's financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have significant cash or other material assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. In the interim, shareholders of the Company have committed to meeting its minimal operating expenses.
NOTE 5 - PLANT AND EQUIPMENT
The Company purchased fixed assets during the year ended 09/30/06. It wrote off the assets in fiscal year 2007. The company current does not own any depreciatable property or equipment.
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Assets written off
Computer Equipment $ 4,546
Office Equipment 1,453
------
Total Equipment $ 5,999
Accumulated depreciation 5,188
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Loss on assets written off $ 811
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NOTE 6 - COMMITMENTS
The Company currently does not have a lease or rental agreement for office space.
On January 16, 2006, the Company entered into a letter of undertaking and an escrow services agreement with Mr. Yehuda Meller and his company, T.A.G Engineering Ltd. Pursuant to the terms of the letter of undertaking, the Company has agreed to purchase patent applications filed with the Israeli Patent Office: patent application no. 161777-8, which was filed on December 4, 2005 and patent application no. 162809-8, which was filed on December 13, 2005. The Company have entered into the escrow agreement so that the patent applications will be held in trust and not assigned to any other party until the earlier of the closing of the patent application purchase or April 30, 2006. The patent applications relate to a less than lethal weapon currently known as the "Bouncer", which is in its development stages. There are conditions to be fulfilled prior to closing, including obtaining financing and entering into a technology transfer agreement. The Company signed an amended agreement in July 2007.
NOTE 7 - CONTINGENCIES
Members of the Company's board of directors believed that former officer's improperly issued stock and accrued expenses. The board has canceled the stock issue and is contesting the accrued expenses.
NOTE 8 - NOTES PAYABLE
The Company entered into an agreement with James Yeung for a bridge loan in the amount of $100,000 with $50,000 received on July 11, 2006 and $50,000 received on August 10, 2006. The loan has an 8% interest rate and with a maturity date of 150 days on December 11, 2006. The note was converted for 520,400 shares effective in April 2007.
The lender received 250,000 shares of the Company's common stock for issuing the loan. The agreement also calls for the Company to issue an additional 50,000 shares of common stock as a penalty for each month the loan is late. If the loan is not repaid by the maturity date, the lender can convert the loan partially or in full at the conversation rate of $.10 per share.
The Company entered into an agreement with JRC for a bridge loan in the amount of $100,000 on May 14, 2007. The loan has an 8% interest rate and with a maturity date of 150 days on December 11, 2006.
The lender received 250,000 shares of the Company's common stock for issuing the loan. The agreement also calls for the Company to issue an additional 50,000 shares of common stock as a penalty for each month the loan is late. If the loan is not repaid by the maturity date, the lender can convert the loan partially or in full at the conversation rate of $.10 per share.
The Company entered into an agreement for a bridge loan in the amount of $100,000 at 11% on January 29, 2008. The Company paid a $10,000 finder's fee for the loan.
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NOTE 9 - PREPAID FINANCING
The Company recorded $500,000 in prepaid financing due to derivative issues connected to the bridge loans The Company is amortizing the prepaid financing over ten years using the straight line method.
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Table
Prepaid
Financing Interest
Balance Amortized
09/30/2007 487,500.00
12/31/2007 475,000.00 12,500.00
03/31/2008 462,500.00 12,500.00
06/30/2008 450,000.00 12,500.00
09/30/2008 437,500.00 12,500.00
12/31/2008 425,000.00 12,500.00
03/31/2009 412,500.00 12,500.00
06/30/2009 400,000.00 12,500.00
09/30/2009 387,500.00 12,500.00
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100,000.00
NOTE 10 - CANCELATION OF OPTIONS
In 2007, the Company issued to certain officers and board members that were compensation. In March 2008, the board of directors canceled the options. At September 30, 2009 the Company has -0- options outstanding.
NOTE 11 - DERIVATIVE LIABILITY ARISING FROM CONVERTIBLE DEBT
The Company accounts for debt with embedded conversion features and warrant issues in accordance with EITF 98-5: Accounting for convertible securities with beneficial conversion features or contingency adjustable conversion and EITF No. 00-27: Application of issue No 98-5 to certain convertible instruments. Conversion features determined to be beneficial to the holder are valued at fair value and recorded to additional paid in capital. The Company determines the fair value to be ascribed to the detachable warrants issued with the convertible debentures utilizing the Black-Scholes method. Any discount derived from determining the fair value to the debenture conversion features and warrants is amortized to financing cost over the life of the debenture. The unamortized discount, if any, upon the conversion of the debentures is expensed to financing cost on a pro rata basis.
Debt issue with the variable conversion features are considered to be embedded derivatives and are accountable in accordance with FASB 133; Accounting for Derivative Instruments and Hedging Activities. The fare value of the embedded derivative is recorded to derivative liability. This liability is required to be marked each reporting period. The resulting discount on the debt is amortized to interest expense over the life of the related debt.
NOTE 12 - SUBSEQUENT EVENTS
The Company entered into a loan agreement on December 28, 2009 for $28,000 at 8% apr. If the Company fails to repay the note by the due date, the lender may convert the loan into the common stock of the Company a conversion rate of 60% of market value of the Company's stock.
The Company entered into a settlement agreement on April 30, 2009 to exchange the debt on a note payable to James Yeung of $121,393.12 for 121,393,120 shares of the Company's common stock. On October 22, 2009, the Company and Mr. Yeung reached a final settlement agreement where Mr. Yeung received 37,000,000 shares of the Company's common stock valued at $.005, the market price on April 30, 2009, when the Company originally signed a settlement agreement with Mr. Yeung.
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EXHIBIT 31
CHIEF EXECUTIVE OFFICER AND
CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I,
Michael Black
, certify that;
1. I have reviewed this Form 10-K/A of Safer Shot, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit 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 annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The small business issuers, other certifying officer(s) and I are responsible for establishing and maintaining disclosure, controls and procedures (as defined in Exchange Act Rules 13a- 15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the small business issuer and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;
(c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the small business issuer's internal control over financing reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and
5. The small business issuer's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonable likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involved management or other employees who have a significant role in the small business issuer's internal control over financial reporting.
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Date: May 9, 2013 /s/Michael Black
-------------------------------------------
Michael Black
President
(Principal Executive)
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EXHIBIT 31
CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I,
Michael Black
, certify that;
1. I have reviewed this Form 10-K/A of Safer Shot, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit 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 annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The small business issuers, other certifying officer(s) and I are responsible for establishing and maintaining disclosure, controls and procedures (as defined in Exchange Act Rules 13a- 15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the small business issuer and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;
(c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the small business issuer's internal control over financing reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and
5. The small business issuer's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonable likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involved management or other employees who have a significant role in the small business issuer's internal control over financial reporting.
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Date: May 9, 2013 /s/Michael Black
-------------------------------------------
Michael Black
Treasurer
(Accounting Officer)
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EXHIBIT 32
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT BY
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the accompanying Annual Report on Form 10-K/A of Safer Shot, Inc. for the period ended, September 30, 2009, (the "Report") I,
Michael Black
, President of the Company, hereby certify pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Safer Shot, Inc.
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Date: May 9, 2013 /s/Michael Black
-------------------------------------------
Michael Black
President
(Principal Executive)
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EXHIBIT 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT BY
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the accompanying Annual Report on Form 10-K/A of Safer Shot, Inc. for the period ended, September 30, 2009, (the "Report") I,
Michael Black
, Treasurer of the Company, hereby certify pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Safer Shot, Inc.
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Date: May 9, 2013 /s/Michael Black
-------------------------------------------
Michael Black
Treasurer
(Accounting Officer)
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30