SecProbe.io

August 14, 2019
Fred W. Wagenhals
President and Chief Executive Officer
Ammo, Inc.
7681 East Gray Road
Scottsdale, Arizona 85260
Re:Ammo, Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed July 18, 2019
File No. 333-226087
Dear Mr. Wagenhals:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our February 4, 2019 letter.
Form S-1/A filed July 18, 2019
General, page 1
1.Please provide updated financial statements and related disclosures for your most recent
interim period in your next amendment.  Refer to Rule 8-08 of Regulation S-X for
guidance.
2.Please provide an updated auditors' consent in your next amendment.
3.We note your response to prior comment 1 of our letter dated February 4, 2019, including
the filing of historical and pro forma financial statements related to your acquisitions of
SWK and Jagemann Stamping Company on Forms 8-K and 8-K/A to comply with Rules
8-04 and 8-05 of Regulation S-X under the Exchange Act.  In order for your current

 FirstName LastNameFred W. Wagenhals
 Comapany NameAmmo, Inc.
 August 14, 2019 Page 2
 FirstName LastName
Fred W. Wagenhals
Ammo, Inc.
August 14, 2019
Page 2
registration statement on Form S-1 to comply with Rules 8-04 and 8-05 of Regulation S-X
under the Securities Act, please address the following:
•Revise your Form S-1 to specifically incorporate by reference each Form 8-K and/or
8-K/A that includes the previously filed historical financial statements of SWK and
Jagemann Stamping Company as required by Rule 8-04 of Regulation S-X and Item
12 of Form S-1.  Due to your inclusion of audit reports for SWK and Jagemann
Stamping Company in your filing, revise your Form S-1 to also include additional
auditors’ consents as exihibits.
•Revise your Form S-1 to provide an updated pro forma statement of operations for the
year ended March 31, 2019 as required by Rule 8-05 of Regulation S-X.  The pro
forma statement of operations should reflect both significant acquisitions as if they
occurred on April 1, 2018.  At a minimum, the pro forma statement of operations
should include pro adjustments to reflect: additional amortization expense for acquired
intangible assets; additional depreciation expense for equipment acquired at fair value;
and additional interest expense related to the note payable used to fund the Jagemann
acquisition.  Be advised since both acquisitions are reflected in your most recent
historical balance sheet, an updated pro forma balance sheet is not required.
4.To the extent applicable, please address our comments on your current registration
statement on Form S-1 in your exchange act filings.
5.We note that your forum selection provision identifies the Court of Chancery of the State
of Delaware as the exclusive forum for certain litigation, including any “derivative
action.”  Please disclose whether this provision applies to actions arising under the
Securities Act or Exchange Act.  In that regard, we note that Section 27 of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or
liability created by the Exchange Act or the rules and regulations thereunder, and Section
22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all
suits brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder.  If this provision does not apply to actions arising under the
Securities Act or Exchange Act, please also ensure that the exclusive forum provision in
the governing documents states this clearly, or tell us how you will inform investors in
future filings that the provision does not apply to any actions arising under the Securities
Act or Exchange Act.
Business
Intellectual Property, page 40
6.Please revise to include disclosure regarding the duration of the intellectual property that
you hold.  Please refer to Item 101(h)(vii) of Regulation S-K.

 FirstName LastNameFred W. Wagenhals
 Comapany NameAmmo, Inc.
 August 14, 2019 Page 3
 FirstName LastName
Fred W. Wagenhals
Ammo, Inc.
August 14, 2019
Page 3
Consolidated Financial Statements
Note 10 - Acquisitions, page 79
7.We note your disclosures related to the purchase price allocation for SWK.  Based on
prior disclosures in your 12/31/18 Form 10-Q and Form 8-K/A, it appears your initial
accounting for this acquisition was provisional and has been subsequently and
appropriately revised.  Please revise note 10 to provide the disclosures required by ASC
805-10-50-4A, including the nature and amount of the measurement period adjustment
you recognized during the reporting period.
8.We note your disclosures related to the purchase price allocation for Jagemann Stamping
Company.  Based on prior disclosures in your Form 8-K/A, please revise note 10 to
address the following:
•Based on Jagemann Stamping Company’s historical financial statements, it is not clear
to us why your purchase price allocation does not include any of the other historical
assets and liabilities of Jagemann, except equipment.  More fully explain what you
actually acquired and why all the historical assets and liabilities of Jagemann are
not recorded at their fair values.
•It is not clear to us what the loss on purchase represents or how you determined
recording a loss on purchase complies with ASC 805.  More fully explain how you
determined the fair values of the intangible assets you recorded and adjust your
purchase price allocation to comply with ASC 805.
9.We note numerous references to your reliance on third party valuation firms in connection
with determining the fair values of assets you recorded.  Please clarify/revise your
disclosures or explain to us what consideration you have given to filing consents from the
third party valuation firms as exhibits to your registration statement on Form S-1 as
required by Section 7 of the Securities Act and Securities Act Rule 436.

            You may contact Kevin Stertzel, Staff Accountant, at (202) 551-3723 or Anne
McConnell, Staff Accountant, at (202) 551-3709 if you have questions regarding comments on
the financial statements and related matters.  Please contact Sergio Chinos, Staff Attorney, at
(202) 551-7844 or Amanda Ravitz, Assistant Director, at (202) 551-2412 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction
cc:       Jon S. Cohen