10-Q 1 safs10q033110.txt 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: March 31, 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: May 17, 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 March 31, 2010 and September 30, 2009 (unaudited) 4 Condensed Consolidated Statements of Operations for the quarters ended March 31, 2010 and 2009 5 Condensed Consolidated Statements of Cash Flows for the quarters ended March 31, 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 March 31, 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 May 20, 2010 Denver, Colorado Page Three ITEM 1. FINANCIAL STATEMENTS SAFER SHOT, INC. (A Development Stage Company) CONDENSED CONSOLIDATED BALANCE SHEET as of March 31, 2010 and September 30, 2009 (Unaudited)

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

Page Five SAFER SHOT, INC. (A Development Stage Company) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS for the quarters ended as of March 31, 2010 and 2009

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 March 31,2010, 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. WARRANTS The Company issued 65,000 warrants in November 2006. This could have been exercised at $.15 per share during the next three years. The warrants are not included in the computation of weighted average of shares as it would be anti-dilutive. The Company will also need to report a loss if the warrants are not exercised. The Company issued 40,000 warrants exercisable at $2.00 per share in connection with the issuance of 40,000 shares of its common stock in October 2007. 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 March 31, 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. The Company had general and administrative expenses of $6,226 for the three month period ended March 31, 2010 and $52,369 for the same period in 2009. The Company had legal fees of $ 0 for the three month period ended March 31, 2010 and $11,565 for the three month period ended December 31, 2009. The Company had consulting expenses of $0 for the three month period ended March 31, 2010 and $37,999 for the same period in 2009. The change in expenses is attributed to the company's pursuit of intellectual property and the development of that property. CAPITAL RESOURCES AND LIQUIDITY At March 31, 2010, the Company had total current assets of $367,579 and total assets of $419,462 as compared to $413,632 current assets and $465,515 total assets at March 31, 2010. The Company had net working capital of $(423,372) at March 31, 2010 and $(327,849) at March 31, 2009. Net stockholders' equity in the Company was $(371,489) as of March 31, 2010 and $(275,996) at March 31, 2009. 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. 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: May 20, 2010 By: John Lund ----------------------- /s/ John Lund Chief Executive Officer By: /s/ Michael Black ---------------------- Michael Black Chief Financial Officer

Safer Shot, Inc. 10-Q