Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas New York NY 10018
Tel 212 930 9700 Fax 212 930 9725 www.srff.com
June 1, 2005
Pamela A. Long, Assistant Director
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: American Ammunition, Inc.
Amendment No. 3 to Form SB-2
File No. 333-122056
Dear Ms. Long:
This firm represents American Ammunition, Inc. ("American" or the
"Company") in the above-referenced matter. Enclosed for filing is American's
Amendment No. 3 to its Form SB-2 for filing. Below, please find our responses to
your May 20, 2005 comment letter:
General
1. Please revise your registration statement to include interim financial
information for your quarter ended March 31, 2005.
Response
We have revised the registration statement to include interim financial
information for the 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.
Response
We have revised the financial statements to include the correct description
of the conversion formula.
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.
Response
La Jolla Cove Investors, Inc. ("La Jolla") has advised us that it is not a
broker-dealer or an affiliate of a broker-dealer.
4. If La Jolla is an affiliate of a broker-dealer, disclose the following, if
true:
o La Jolla purchased in the ordinary course of business; and
o 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.
Response
This comment is not applicable as La Jolla has advised us that it is not a
broker-dealer or an affiliate of a broker-dealer.
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.
Response
This comment is not applicable as La Jolla has advised us that it is not a
broker-dealer or an affiliate of a broker-dealer.
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.
Response
We have revised our opinion accordingly.
***
Should you have any further questions, please do not hesitate to contact
the undersigned at 212-398-1494
Sincerely,
/s/Stephen Fleming
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Stephen Fleming