UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(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)
Nevada 20-2969972
(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. [x]
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
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
TABLE OF CONTENTS
Item Number and Caption Page
PART I
Item 1. Description of Business.......................................3
Item 2. Description of Property.......................................4
Item 3. Legal Proceedings.............................................4
Item 4. Submission of Matters to a Vote of Security Holders...........4
PART II
Item 5. Market for Common Equity and Related Stockholder Matters......4
Item 6. Management's Discussion and Analysis or Plan of Operations....4
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......................................10
Item 15. Principal Accountant Fees and Services.......................10
Signatures...................................................11
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 to be a "clean public shell"
and 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.
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.
Page 3
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.
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 director of the Company likely has had 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.
Page 4
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.
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.
Page 5
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.
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.
Page 6
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 started their service on April 30, 2009. The
following table sets forth the name, age, and position of each executive
officer and director of the Company:
DIRECTOR'S NAME AGE OFFICE TERM EXPIRES
John Lund 53 President, Director April 30, 2010
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.
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.
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.
Page 7
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.
NAME AND ADDRESS
OF BENEFICIAL OWNERS / NATURE OF SHARES
DIRECTORS OWNERSHIP OWNED PERCENT
- ----------------------------------------------------------------------------
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)
Page 8
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
Independent Auditor's Report F - 1
Balance Sheets
September 30, 2009 and 2008 F - 2
Statements of Operations for the
Years Ended September 30, 2009 and 2008 F - 3
Statement of Stockholders' Equity
Since September 16, 1997 (inception) to September 30, 2009 F - 4
Statements of Cash Flows for the
Years Ended September 30, 2009 and 2008 F - 6
Notes to Financial Statements F - 7
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.
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:
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.
(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.
Page 9
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:
Service 2009 2008
- ------------------------- ----------- -----------
Audit Fees $ 15.000 $ 11,000
Audit-Related Fees 11,000 11,000
Tax Fees - -
All Other Fees - -
----------- -----------
Total $ 26,000 $ 17,500
----------- -----------
----------- -----------
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.
Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of
Independent Auditors
Page 10
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.
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: January 12, 2009
/s/John Lund
- ---------------------------------
John Lund
President
MONUMENTAL MARKETING, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 AND 2008
CONTENTS
Page
Independent Auditor's Report..........................................F - 1
Balance Sheets
September 30, 2009 and 2008.........................................F - 2
Statements of Operations for the
Years Ended September 30, 2009 and 2008.............................F - 3
Statement of Stockholders' Equity
Since September 16, 1997 (inception) to September 30, 2009..........F - 4
Statements of Cash Flows for the
Years Ended September 30, 2009 and 2008.............................F - 6
Notes to Financial Statements.........................................F - 7
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
/s/ HAMILTON PC
Denver, CO
January 14, 2009
SAFER SHOT, INC.
fka MONUMENTAL MARKETING, INC.
(A Development Stage Company)
BALANCE SHEETS
September 30,
2009 2008
------------------ ------------------
ASSETS:
CURRENT ASSETS
Cash $ 1,132 $ 1,132
Prepaid Expenses - 34,083
Prepaid Financing 387,500 437,500
------------------ ------------------
Total Current Assets $ 388,632 $ 438,632
FIXED ASSETS
Fixed Assets (net of depreciation) $ 51,883 $ 51,883
TOTAL ASSETS $ 440,515 $ 490,515
------------------ ------------------
------------------ ------------------
LIABILITIES AND EQUITY
CURRENT LAIBILITIES
Accounts Payable $ 151,590 $ 93,027
Disputed Payables 304,133 211,106
Notes Payable 367,328 335,732
------------------ ------------------
Total Current Liabilities $ 823,051 $ 639,865
DERIVATIVE LIABILITY
Derivative Liability $ - $ -
------------------ ------------------
$ - $ -
EQUITY
Common Stock - 75,000,000 common stock par value $.001
authorized. Issued and outstanding September 30, 2009 30,758 30,758
30,757,622 shares. Issued and outstanding September 30, 2008
30,757,622 shares.
Additional paid in Capital 2,030,180 2,030,180
Balance Sheet adjustments due to translation differences - -
Retained earnings or (Deficit accumulated during development
stage) (2,443,474) (2,210,288)
------------------ ------------------
TOTAL STOCKHOLDERS' EQUITY (382,536) (149,350)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 440,515 $ 490,515
------------------ ------------------
------------------ ------------------
The accompanying notes are an integral part of these financial statements.
F - 2
SAFER SHOT, INC.
fka MONUMENTAL MARKETING, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
Cumulative since
For the years ended September 16, 1997
September 30, Inception of
--------------------------------- Development
2009 2008 Stage
-------------- -------------- ------------------
REVENUES
Revenues $ - $ - $ -
COSTS AND EXPENSES
General and Administrative 4,800 118,815 329,662
Officer's Compensation 120,000 10,735 503,363
Consulting Expenses 29,790 79,650 355,949
Research and Development - 10,834 180,306
Legal Fees - 22,192 106,803
Incentive Based Compensation - - 1,250,000
Depreciation - - 9,939
Total Costs and Expenses $ 154,590 $ 242,226 $ 2,736,022
Net Ordinary Income or (Loss) $ (154,590) $ (242,226) $ (2,736,022)
-------------- -------------- ---------------
-------------- -------------- ---------------
OTHER INCOME (EXPENSES)
Interest Expense (78,596) (73,565) (165,394)
Derivative Interest Expense - (12,500)
Other Comprehensive Income/(Expense) - 1,349,136 470,442
Total Other Income/(Expense) $ (78,596) $ 1,275,571 292,548
Net Income or(Loss) $ (233,186) $ 1,033,345 $ (2,443,474)
-------------- -------------- ---------------
-------------- -------------- ---------------
Weighted average number of common
shares outstanding 30,757,622 30,757,622
Net Income or (Loss) Per Share (0.01) .03
The accompanying notes are an integral part of these financial statements.
F - 3
SAFER SHOT, INC.
fka MONUMENTAL MARKETING, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
SINCE SEPTEMBER 16, 1997 (INCEPTION) TO SEPTEMBER 30, 2009
Accumulated Balance
Deficit Sheet
Additional during Adjustments Total
Common Stock Paid-In Developmental due to Stockholders
Shares Amount Capital Stage Translation Equity
------------ ------------ ------------ ------------ ------------ ------------
Net (Loss) (1,025) - (1,025)
Balance at September 30, 1997 - $ - $ - (1,025) - (1,025)
------------ ------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------ ------------
Issuance of Stock for Services 1,000,000 1,000 1,000
Net (Loss) (25) - (25)
Balance at September 30, 1998 1,000,000 1,000 - (1,050) - (50)
------------ ------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------ ------------
Capital contributed by shareholder - - 75 - - 75
Net (Loss) - - - (25) - (25)
Balance at September 30, 1999 1,000,000 1,000 75 (1,075) - -
------------ ------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------ ------------
Capital contributed by shareholder - - 1,448 - - 1,448
Net (Loss) (1,756) - (1,756)
Balance at September 30, 2000 1,000,000 1,000 1,523 (2,831) - (308)
------------ ------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------ ------------
Capital contributed by shareholder - - 358 - - 358
Net (Loss) - - - (1,750) - (1,750)
Balance at September 30, 2001 1,000,000 1,000 1,881 (4,581) - (1,700)
------------ ------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------ ------------
Net (Loss) - - - (100) - (100)
Balance at September 30, 2002 1,000,000 1,000 1,881 (4,681) - (1,800)
------------ ------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------ ------------
Net (Loss) (100)
Balance at September 30, 2003 5,000,000 5,000 - (6,900) - (1,900)
------------ ------------ ------------ ------------ ------------ ------------
Net (Loss) (100) - (100)
Balance at September 30, 2004 5,000,000 5,000 - (7,000) - (2,000)
------------ ------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------ ------------
Issued 19,999,999 shares of $10,000
in June 2005 19,999,999 20,000 (10,000) - 10,000
Issued 500,000 shares of $500,000
in June 2005 500,000 500 499,500 - - 500,000
Net (Loss) (212,574) - (212,574)
Balance at September 30, 2005 25,499,999 25,000 499,500 (229,574) - 295,426
------------ ------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------ ------------
The accompanying notes are an integral part of these financial statements.
F - 4
SAFER SHOT, INC.
fka MONUMENTAL MARKETING, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
SINCE SEPTEMBER 16, 1997 (INCEPTION) TO SEPTEMBER 30, 2009
(continued)
Accumulated Balance
Deficit Sheet
Additional during Adjustments Total
Common Stock Paid-In Developmental due to Stockholders
Shares Amount Capital Stage Translation Equity
------------ ------------ ------------ ------------ ------------ ------------
Issued common stock in consideration
of receiving a loan on July 30, 2006 250,000 250 - - - 250
Issued common stock for a
consulting contract on July 30, 2006 2,300,000 2,300 - - - 2,300
Net (Loss) (450,806) (450,806)
Balance at September 30, 2006 28,049,999 28,050 499,500 (680,380) - (152,830)
------------ ------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------ ------------
Issued common stock in consideration
of receiving a loan on November 30, 2006 125,000 125 - - - 125
Issued common stock in for a consulting
contract on May 4, 2007 250,000 250 - - - 250
Issued common stock for exchange of
convertible note 520,400 521 51,520 - - 52,041
Issued common stock for exchange of
for cash 800,000 800 199,200 - - 200,000
Exercised 972,233 options for common
stock 972,223 972 - - - 972
Net (Loss) (2,562,523) - (2,562,523)
Balance at September 30, 2007 30,717,622 30,718 2,000,220 (3,242,633) (353) (1,213,048)
------------ ------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------ ------------
Issued common stock for cash 40,000 40 29,960 - - 30,000
Exercise 756,250 options for common
stock 756,250 756 - - - 756
Exercise 1,388,890 options for common
stock 1,388,890 1,389 - - - 1,389
Cancelled 2,145,140 shares of common
stock (2,145,140) (2,145) - - - (2,145)
Reverse Transaction differences - - - - 353 353
Net Income as at September 30, 2008 - - - 1,033,345 - 1,033,345
Balance at September 30, 2008 30,757,622 30,758 2,030,180 (2,210,288) (353) (149,350)
------------ ------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------ ------------
Net Income as at September 30, 2009 - - - (233,186) - (233,186)
Balance at September 30, 2009 30,757,622 30,758 2,030,180 (2,443,474) (353) (382,536)
------------ ------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------ ------------
The accompanying notes are an integral part of these financial statements.
F - 5
SAFER SHOT, INC.
fka MONUMENTAL MARKETING, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
For the years ended
September 30, September 16, 1997
---------------------------------------- (inception) to
2009 2008 September 16, 2008
------------------ ------------------ ------------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Income or (Loss) $ (233,186) $ 1,033,345 $ (2,443,474)
Adjustments to reconcile Net Income to
Net Cash provided
Depreciation - - 11,026
(Increase) Decrease in Prepaid Expenses - 34,083 -
(Increase) Decrease in Prepaid Financing 50,000 50,000 (463,564)
Increase (Decrease) in Current Liabilities 183,186 (1,231,553) 710,609
Accrued Interest - - -
Stock and Options issued for services - (87,082) 1,166,340)
Donated Services - - 8,194
------------------ ------------------ ------------------
Net Cash provided by Operating Activities (30,000) (201,206) (1,010,869)
CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of fixed assets - - (71,148)
Sale of fixed assets - - 1,343
Note Payable - 90,000 340,000
----------------- ------------------ -----------------
Net change in cash from Investing Activities - 90,000 270,195
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 400,000 shares of common stock - 30,000 30,000
Contributed Capital from shareholder - - 1,806
------------------ ------------------ ------------------
30,000 30,000 741,806
Balance at beginning of period 1,132 82,338 -
Net Increase (Decrease) in cash - (81,206) 1,132
Balance as at end of period 1,132 1,132 1,132
SUPPLEMENTAL DISCLOSURE OF NON-CASH ITEMS
ISSUANCE OF STOCK OR OPTION FOR SERVICES 1,257,550
The accompanying notes are an integral part of these financial statements.
F - 6
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.
F - 7
SAFER SHOT, INC.
fka MONUMENTAL MARKETING, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2009 AND 2008
(Continued)
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES (continued)
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:
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)
---------- ---------- ----------
---------- ---------- ----------
For the year ended
September 30, 2009
Basic Loss per Share
Loss to common shareholders $1,033,345 30,757,622 $ .07
---------- ---------- ----------
---------- ---------- ----------
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.
F - 8
SAFER SHOT, INC.
fka MONUMENTAL MARKETING, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2009 AND 2008
(Continued)
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.
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) $ -
----------
----------
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.
Assets written off
Computer Equipment $ 4,546
Office Equipment 1,453
------
Total Equipment $ 5,999
Accumulated depreciation 5,188
------
Loss on assets written off $ 811
F - 9
SAFER SHOT, INC.
fka MONUMENTAL MARKETING, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2009 AND 2008
(Continued)
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.
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.
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
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.
F - 10