A recap of the AAMI reverse merger:
F&F Equipment, Inc., d/b/a American Ammunition (AAMI), merged into FBI Fresh Burgers International, a manufactured shell. The name of the company was changed to American Ammunition, Inc. The merger was completed on September 29, 2001.
As described in the Form 8-K filed October 4, 2001 announcing the transaction, American Ammunition is “…a manufacturer of small arms ammunition ("ammo"), predominantly for the commercial ammunition market.”
While the timing of the transaction would leave one to believe that it may have been consummated to take advantage of the post-9/11 environment, it is more likely that it was initiated to give American Ammunition access to public financing and to provide some potential liquidity to creditors willing to convert their claims into common stock. They have also used their stock as a currency for acquistions.
FBI Fresh Burgers was incorporated in California on February 1, 2000 and filed its initial SB-2 on September 20, 2000. Originally named FirsTelevision, Inc., FBI Fresh Burger’s business plan called for it to market “…the concept of a national ‘fast food’ restaurant chain to children and young adults, with a menu of fresh burgers, fries and sandwiches.” The company did not open any restaurants.
While the various disclosures and press releases are inconsistent, it would appear, based on the information contained in the 10-K filed on March 29, 2002, that there were 8,971,200 shares outstanding immediately prior to the close of the reverse merger. Most of these shares were issued at no cost for “consulting” services. The 10-Q for the quarter ending June 30, 2001, shows that 15,400 shares were purchased for $15,400.
The shareholders of American Ammunition received 21 million shares of the new company. At the close of the transaction, the company had 29,971,200 shares outstanding.
In October 2001, the company raised $1,113,000 through the sale of 222,600 shares of $5.00 Series A Convertible Preferred Stock.
As of June 30, 2001, American Ammunition had current assets of $656,786 and total liabilities of $9,340,898. In September 2001, one of its creditors, the company’s principal shareholder, converted $7,553,600 in debt into 1,510,720 shares of $5.00 Series A Convertible Preferred Stock.
In February 2002, the holders of 1,749,720 shares of $5.00 Series A Convertible Preferred Stock converted their shares into 19,246,920 shares of common stock. At that point, the company had approximately 50 million common shares outstanding.
The first post-merger quote available on Yahoo is for November 12, 2001. The stock closed at $1.17 that day, valuing the fully diluted company at approximately $59 million. The shares allocated to the old shareholders of FBI Fresh Burgers had an approximate value of $10.5 million.
According to the company’s 2001 10-K, the appraised value of the company’s equipment, which had a book value at that date of $4.6 million, was $17 million.
The October 4, 2001 8-K can be found at:
sec.gov
The Form 10-K for the 2001, filed March 29, 2002, can be found at:
sec.gov
On October 13, 2003, the company announced that they had received a contract from the federal government that may be worth as much as $53 million over a five-year period.
biz.yahoo.com
American Ammunition Awarded Estimated $52 Million Federal Contract
Monday October 13, 8:00 am ET
MIAMI, Oct. 13, 2003 (PRIMEZONE) -- American Ammunition, Inc. (OTC BB:AAMI.OB - News) announced today it has been awarded a new Federal Government contract to supply ``Green'' Reduced Hazard Ammunition. The contract is for multiple calibers, provides for minimum and maximum amounts of product, and is for an initial one-year term with options to extend the contract for a total of five years.
Total product orders are estimated to be $52,726,200 over the five-year life of the contract. The initial one-year term requirements call for total product estimated at $10,545,240. At this stage of the contract it cannot be determined how much or for what period of time shipments will be made under the contract.
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For the nine months ended September 30, 2003, the company’s sales were $1.2 million; the company recorded at loss of $2.6 million. There were 62,718,137 shares outstanding as of November 14, 2003. As of February 13, 2004, the stock price was $.39 per share, giving the company a valuation of $24.5 million. |
