Attached files
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: June 30, 2010
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
EXCHANGE ACT
For the transition period from to
Safer Shot, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
000-28769
(Commission File Number)
20-2393338
(IRS Employer Identification No.)
1658 East 5600 South
Salt Lake City, Utah 84121
(Address of principal United States executive offices and Zip Code)
(406) 531-9335
(Registrant's telephone number, including area code)
(Address of principal United States executive offices and Zip Code)
(406) 531-9335
(Registrant's telephone number, including area code)
(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: August 20,
2010, 67,757,622
Transitional Small Business Disclosure Format (check one).
Yes ; No X
---- -----
INDEX
Page No.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheet at June 30, 2010
and September 30, 2009 (unaudited) 4
Condensed Consolidated Statements of Operations for the
quarters ended June 30, 2010 and 2009 5
Condensed Consolidated Statements of Cash Flows for the
quarters ended June 30, 2010 and 2009 6
Notes to Unaudited Financial Statements 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
OF OPERATION 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 9
SIGNATURES 9
Page Two
PART I. FINANCIAL INFORMATION
HAMILTON PC
2121 S. ONEIDA ST., SUITE 312
DENVER, CO 80224
P: (303) 548-8072
F: (888) 466-4216
Report of Independent Certified Public Accountants
Board of Directors
Safer Shot, Inc.
We have reviewed the accompanying consolidated balance sheets of Safer
Shot,Inc. as of June 30, 2010, and the related consolidated statements of
income, stockholders' equity, and cash flows for the three-month period
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 accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in notes to the
financial statements, the Company has negative working capital, negative
cash flows from operations and recurring operating losses which raises
substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in the
notes to the financial statements. These 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.
Hamilton, PC
--------------------------
/S/ Hamilton, PC
August 20, 2010
Denver, Colorado
Page Three
ITEM 1. FINANCIAL STATEMENTS
SAFER SHOT, INC.
(A Development Stage Company)
CONDENSED CONSOLIDATED BALANCE SHEET
as of June 30, 2010 and September 30, 2009
(Unaudited)
For the quarter ended For the year ended
June 30, 2010 September 30, 2009
--------------------- -------------------
ASSETS:
CURRENT ASSETS
Cash $ 95 $ 1,132
Prepaid Financing 0 387,500
------------------ ------------------
Total Current Assets $ 95 $ 388,632
FIXED ASSETS
Fixed Assets (net of depreciation) $ 51,883 $ 51,883
TOTAL ASSETS $ 51,978 $ 440,515
------------------ ------------------
------------------ ------------------
LIABILITIES AND EQUITY
CURRENT LAIBILITIES
Accounts Payable $ 217,652 $ 151,590
Disputed Payables 304,133 304,133
Notes Payable 315,346 367,328
------------------ ------------------
Total Current Liabilities $ 837,131 $ 823,051
EQUITY
Common Stock - 75,000,000 common stock par value $.001
authorized. Issued and outstanding June 30, 2010 67,758 30,758
67,757,622 shares. Issued and outstanding September 30, 2009
30,757,622 shares.
Additional paid in Capital 2,118,293 2,030,180
Balance Sheet adjustments due to translation differences - -
Retained earnings or (Deficit accumulated during development
stage) (2,971,204) (2,443,474)
------------------ ------------------
TOTAL STOCKHOLDERS' EQUITY (785,153) (382,536)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 51,978 $ 440,515
------------------ ------------------
------------------ ------------------
The accompanying notes are an integral part of these financial statements.
Page Four
SAFER SHOT, INC.
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
for the quarters ended as of March 31, 2010 and 2009
September 16, 1997
(Inception) to
June 30, 2010 June 30, 2009 June 30, 2010
------------------ ----------------- -----------------
REVENUES:
Revenues $ - $ - $ -
COSTS AND EXPENSES:
General and Administrative 5,661 5,200 358,802
Officer's Compensation 30,000 30,000 473,363
Consulting Expenses - - 353,823
Research and Development - - 180,306
Legal Fees 10,000 - 116,803
Incentive Based Compensation - - 814,662
Depreciation 9,939
Total Costs and Expenses 45,661 35,200 2,307,899
Net Operating Income or (Loss) $ (45,661) $ (35,200) $ (2,307,899)
------------------ ----------------- -----------------
------------------ ----------------- -----------------
OTHER INCOME AND (EXPENSES):
Interest Expense $ (5,503) $ (19,703) $ (43,453)
Other Comprehensive Income/Expense - - (36,716)
Total Other Income/Expenses) (5,503) (19,703) (80,169)
------------------ ----------------- -----------------
Net Income or (Loss) $ (51,164) $ (54,903) $ (2,388,068)
------------------ ----------------- -----------------
------------------ ----------------- -----------------
Weighted average number of common
shares outstanding 67,767,622 30,757,622
Net(Loss) Per Share (0.00) (0.00)
The accompanying notes are an integral part of these financial statements.
Page Five
SAFER SHOT, INC.
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
for the quarters ended as of June 30, 2010 and 2009
September 16, 1997
(inception) to
June 30, 2010 June 30, 2009 June 30, 2010
------------------ ------------------ ------------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Income or (Loss) $ (51,164) $ (106,081) $ (2,388,086)
Adjustments to reconcile Net Income to
Net Cash provided
Depreciation - 731 11,685
Increase/(Decrease) in Prepaid Financing - 29,312 412,500
Increase/(Decrease) in Prepaid Current Liabilities 44,529 4,054) 433,212
Accrued Interest 5,598 5,250 53,847
Stock and Options issued for services - - 502,350
Theft and Abandonment Loss - - (21,880)
Donated Services - - 8,194
------------------ ------------------ ------------------
Net Cash provided by Operating Activities $ (1,037) $ (61,463) $ (1,013,717)
CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of fixed assets $ - $ (4,270) $ (72,337)
Sale of fixed assets - - 1,343
Note Payable - 86,922 343,000
----------------- ------------------ -----------------
Net change in cash from Investing Activities $ - $ 82,652 $ 272,006
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
Contributed Capital from shareholder - - 1,806
------------------ ------------------ ------------------
$ - $ - $ 741,806
Balance at beginning of period 1,132 19,606 -
Net Increase (Decrease) in cash (1,037) 21,189 95
Balance as at end of period 95 40,795 95
SUPPLEMENTAL DISCLOSURE OF NON-CASH ITEMS
Issuance Of Stock or Options For Services - - 7,550
The accompanying notes are an integral part of these financial statements.
Page Six
SAFER SHOT, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009
(Unaudited)
GENERAL
Safer Shot, Inc. (the Company) has elected to omit substantially all footnotes
to the financial statements for the three months ended June 30, 2010, 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, 2009.
COMMON STOCK
The Company issued 37,000,000 shares of common stock for conversion of a note
payable on October 22, 2009.
ACCOUNTS PAYABLE IN DISPUTE
The balance represents trade payables arising since inception that the Company
is disputing and hopes to be able to reduce and satisfy.
NOTE PAYABLE
On December 29, 2009, the company issued a bridge note for $28,000. The loan
is convertible at 60% of market price if not repaid in 45 days.
On February 8, 2010, the company issued a bridge note for $5,000. The loan
is convertible at 60% of market price if not repaid in 45 days.
On February 19, 2010, the company issued a bridge note for $28,000. The loan
is convertible at 60% of market price if not repaid in 45 days.
SUBSEQUENT EVENTS
The Company has been informed that individuals that the Company owes funds
would like to convert the debt to stock. The Company is in the process of
converting some of its debt to common stock.
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 ended September 30, 2009.
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-looking 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 acquired the technology for the Bouncer non-lethal weapon
through a Technology Transfer agreement with an Israeli developer in 2006.
Since the time of the acquisition, the Company has continued to fund the
development and testing of the non-lethal weapon and ammunition system which
uses kinetic energy to incapacitate an assailant at a range of up to 22 ft.
In May 2008 the Company began independent testing and certification
of the M-22 non-lethal weapon in the U.S. in preparation for market. Safer
Shot's short term growth strategy is to market three different versions of the
non-lethal technology, the duel shot M-22, the duel shot M-11 add on firing
device which is designed to be mounted on a handgun and allows the user to
carry a single weapon capable of successfully responding to a non-lethal or
lethal environment as well as the single shot Mini.
In addition to the Safer Shot Non-Lethal Weapon, the Company plans to
identify, acquire and integrate manufacturers and developers of non-traditional
weapons, weapon's accessories and security products for law enforcement,
security personnel and consumers into their core business.
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
June 30, 2010 or 2009. Safer Shot is a development stage Company. To date,
the Company's activities have been focused on the continued development of
the non-lethal Bouncer in preparation for retail sales.
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 issued 37,000,000 shares of its common stock on a
conversion of a Note Payable.
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
None
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.
(b) Reports on Form 8-K. No reports on Form 8-K were filed during
the period covered by this Form 10-Q.
(1) Incorporated herein by reference from Registrant's Form 10SB12G,
Registration Statement, dated January 5, 2000.
(2) Note Payable, dated May 17, 2010
(3) Note Payable, date June 10, 2010
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.
Dated: August 20, 2010
By: John Lund
-----------------------
/s/ John Lund
Chief Executive Officer
By: /s/ Michael Black
----------------------
Michael Black
Chief Financial Officer
