May 19, 2005
Mail Stop 0510
By U.S. Mail and facsimile to (888) 282-6372
Andres F. Fernandez
Chief Executive Officer
American Ammunition, Inc.
3545 NW 71st Street
Miami, Florida 33147
Re: American Ammunition, Inc.
Amendment No. 2 to Form SB-2 filed May 5, 2005
File No. 333-122056
Dear Mr. Fernandez:
We have reviewed your filing and have the following
comments.
We welcome any questions you may have about our comments or any
other
aspect of our review. Feel free to call us at the telephone
numbers
listed at the end of this letter.
General
1. Please revise your registration statement to include interim
financial information for your quarter ended March 31, 2005.
2. We note your response to comment 2 in our letter dated April
26,
2005. Please revise your description of the "conversion price"
component of your conversion formula on page F-13 to reflect your
use
of "discounted market price" to reflect the component elsewhere in
your document. In addition, please revise your statement of the
conversion formula on page F-13 to include dividing by the
discounted
market price.
Selling Stockholders, page 44
3. We note your response to comment 11 of our previous letter.
Please state in your prospectus whether the selling shareholder,
La
Jolla Cove Investors, Inc., is a broker-dealer or an affiliate of
a
broker-dealer or confirm to us supplementally that the selling
security holder is not a broker-dealer or an affiliate of a
broker-
dealer. If La Jolla is a broker-dealer, revise the prospectus to
state that it is an underwriter.
4. If La Jolla is an affiliate of a broker-dealer, disclose the
following, if true:
* La Jolla purchased in the ordinary course of business; and
* At the time of purchase of the securities to be resold, La Jolla
had no agreements or understandings, directly or indirectly, with
any person to distribute the securities.
5. If La Jolla is an affiliate of a broker-dealer and cannot make
the
representations in comment 4, you must also disclose that it is an
underwriter.
Exhibits
6. Please revise the legality opinion to correctly state the
number
of shares registered for resale that will be issuable upon
conversion
of the convertible debentures. The opinion currently covers up to
74,442,008 shares underlying the debentures, but only 71,778,358
of
the shares you are registering for resale underlie the debentures.
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter that is filed on EDGAR with your amendment that keys
your responses to our comments and provides any requested
supplemental information. Detailed cover letters greatly
facilitate
our review. Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date
Please contact Matt Franker, Staff Attorney, at (202) 551-
3749
or me at (202) 551-3765 with questions.
Sincerely,
Pamela A. Long
Assistant Director
cc: Steve Fleming, Esq. (via facsimile 212/930-9725)
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas, 21st Floor
New York, New York 10018
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Andres F. Fernandez
American Ammunition, Inc.
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510
DIVISION OF
CORPORATION FINANCE