0001493152-19-003028.txt : 20190308 0001493152-19-003028.hdr.sgml : 20190308 20190308160510 ACCESSION NUMBER: 0001493152-19-003028 CONFORMED SUBMISSION TYPE: RW PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190308 DATE AS OF CHANGE: 20190308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMMO, INC. CENTRAL INDEX KEY: 0001015383 STANDARD INDUSTRIAL CLASSIFICATION: ORDNANCE & ACCESSORIES, (NO VEHICLES/GUIDED MISSILES) [3480] IRS NUMBER: 300957912 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: RW SEC ACT: SEC FILE NUMBER: 333-229282 FILM NUMBER: 19669123 BUSINESS ADDRESS: STREET 1: 6401 E. THOMAS ROAD, #106 CITY: SCOTTSDALE STATE: AZ ZIP: 85251 BUSINESS PHONE: 480-947-0001 MAIL ADDRESS: STREET 1: 6401 E. THOMAS ROAD, #106 CITY: SCOTTSDALE STATE: AZ ZIP: 85251 FORMER COMPANY: FORMER CONFORMED NAME: RETROSPETTIVA INC DATE OF NAME CHANGE: 19970602 RW 1 rw.htm

AMMO, INC.

7681 E. Gray Road

Scottsdale, AZ 85260

March 8, 2019

VIA EDGAR AND OVERNIGHT COURIER

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:	Amanda Ravitz, Assistant Director
	Division of Corporation Finance

	Re:	AMMO, Inc.
		Withdrawal of Registration Statement on Form S-3
		Filed on January 17, 2019
		File No. 333-229282

Ladies and Gentlemen:

On behalf of AMMO, Inc., a Delaware corporation (“Company”), we hereby request, pursuant to Rule 477 of the Securities Act of 1933, as amended (“Securities Act”), that the Registration Statement on Form S-3, together with all exhibits thereto (File No. 333-229282), as initially filed with the Securities and Exchange Commission (“Commission”) on January 17, 2019, (“Registration Statement”) be withdrawn effective immediately. The Company is seeking withdrawal of the Registration Statement because the Company does not qualify for use of the S-3 registration format. The Registration Statement has not been declared effective and none of the Company’s securities have been sold pursuant to the Registration Statement.

In accordance with Rule 457(p) of the Securities Act, the Company requests that all fees paid to the Commission in connection with the filing of the Registration Statement be credited for future use.

Accordingly, we request that the Commission issue an order granting the withdrawal of the Registration Statement (“Order”) effective as of the date hereof or at the earliest practicable date hereafter. Please provide a copy of the Order to Jon S. Cohen, Esq. of Snell & Wilmer L.L.P via email at jcohen@swlaw.com.

The Company also advises the Commission pursuant to Rule 477(c) of the Securities Act that it may undertake a subsequent private offering in reliance on Rule 155(c) under the Securities Act.

	Very truly yours,

	/s/ Fred W. Wagenhals
	Fred W. Wagenhals
	Chief Executive Officer

cc:	Jon S. Cohen
	Snell & Wilmer L.L.P