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United States Securities and Exchange Commission
 Washington, D.C. 20549
 Form 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2009
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number 000-51822
 STINGER SYSTEMS, INC.
  NEVADA
    
    30-0296398(State or other jurisdiction 
of incorporation or organization)
    
    (I.R.S. Employer
Identification Number)5505 Johns Road, Suite 702
Tampa, Florida
    
    33634(Address of principal executive offices)
    
    (Zip Code)
 (813) 281-1061
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
Do not check if a smaller reporting company
    
    Smaller reporting Company þ
 o þ




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##### 



STINGER SYSTEMS, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009
TABLE OF CONTENTS
 PagePART I FINANCIAL INFORMATION
    
    
    3ITEM 1. Financial Statements (unaudited)
    
    
    3Consolidated Balance Sheets as of September 30, 2009 (unaudited) and December 31, 2008 (audited)
    
    
    3Consolidated Statements of Operations for the three months and nine months ended September 30,
2009 (unaudited) and September 30, 2008 (unaudited)
    
    
    5Consolidated Statements of Cash Flows for the nine months ended September 30, 2009 (unaudited)
and September 30, 2008 (unaudited)
    
    
    6Notes to Consolidated Financial Statements (unaudited)
    
    
    7ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    12ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    15ITEM 4. Controls and Procedures
    
    
    15PART II  OTHER INFORMATION
    
    
    17ITEM 1. Legal Proceedings
    
    
    17ITEM 1A. Risk Factors
    
    
    17ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    22ITEM 3. Defaults Upon Senior Securities
    
    
    22ITEM 4. Submission of Matters to a Vote of Security Holders
    
    
    22ITEM 5. Other Information
    
    
    22ITEM 6. Exhibits
    
    
    23SIGNATURES
    
    
    24INDEX TO EXHIBITS
    
    
    25EX-31.1EX-31.2EX-32.1EX-32.2
  2




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PART I  FINANCIAL INFORMATION
 
 ITEM 1. Financial Statements
 STINGER SYSTEMS, INC.
 
 CONSOLIDATED BALANCE SHEETS

ASSETS
 September 30,
    
    
    December 31,2009
    
    
    2008(Unaudited)CURRENT ASSETSCash
    
    $
    19,545
    
    
    $
    699,934Accounts Receivable, net of $1,800 allowance for uncollectible accounts in 2009 and 2008
    
    
    68,511
    
    
    
    75,200Inventories, at cost
    
    
    183,030
    
    
    
    238,757Prepaid Expenses and Other Current Assets
    
    
    213,925
    
    
    
    254,898TOTAL CURRENT ASSETS
    
    
    485,011
    
    
    
    1,268,789EQUIPMENT AND FURNITUREEquipment and Furniture, net of accumulated depreciation of $329,040 and $229,767 in
2009 and 2008, respectively
    
    
    234,037
    
    
    
    231,706OTHER ASSETSPrepaid Interest, Long Term Asset
    
    
    119,501
    
    
    
    257,373Intangible Assets, net of accumulated amortization of $1,813,574 and $1,527,222 in 2009
and 2008, respectively
    
    
    859,046
    
    
    
    1,145,398Other Assets
    
    
    24,402
    
    
    
    35,898TOTAL OTHER ASSETS
    
    
    1,002,949
    
    
    
    1,438,669TOTAL ASSETS
    
    $
    1,721,997
    
    
    $
    2,939,164
 
 3




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STINGER
SYSTEMS, INC.
 CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS (DEFICIT) EQUITY
 September 30,
    
    
    December 31,2009
    
    
    2008(Unaudited)CURRENT LIABILITIESAccounts Payable
    
    $
    830,034
    
    
    $
    417,425Accrued Liabilities
    
    
    366,736
    
    
    
    254,638Capital Lease Obligation, current portion
    
    
    25,164
    
    
    
    23,571Note Payable-Related Parties
    
    
    31,250
    
    
    
    31,250TOTAL CURRENT LIABILITIES
    
    
    1,253,184
    
    
    
    726,884Capital Lease Obligation, long-term portion
    
    
    33,216
    
    
    
    52,293Note Payable-Convertible, net of debt discount of $5,032,955 and
$5,340,001 for 2009 and 2008, respectively
    
    
    2,907,605
    
    
    
    2,551,199Derivative Liability Associated with Convertible Note and Warrants
    
    
    6,200,000
    
    
    
    7,377,771TOTAL LIABILITIES
    
    
    10,394,005
    
    
    
    10,708,147COMMITMENTS AND CONTINGENCIES
    
    
    
    
    
    
    STOCKHOLDERS (DEFICIT) EQUITYPreferred Stock, $0.001 Par Value, 1,000,000 Shares Authorized, None Issued
    
    
    
    
    
    
    Common Stock, $0.001 Par Value, 50,000,000 Shares Authorized, 4,697,945
and 4,001,832 Shares Issued and Outstanding at September 30, 2009 and
December 31, 2008, respectively
    
    
    4,698
    
    
    
    4,002Additional Paid-In Capital
    
    
    49,505,793
    
    
    
    47,259,019Retained Deficit
    
    
    (58,182,499
    )
    
    
    (55,032,004
    )TOTAL STOCKHOLDERS (DEFICIT) EQUITY
    
    
    (8,672,008
    )
    
    
    (7,768,983
    )TOTAL LIABILITIES AND STOCKHOLDERS (DEFICIT) EQUITY
    
    $
    1,721,997
    
    
    $
    2,939,164
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STINGER SYSTEMS, INC.
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (UNAUDITED)
 Three Months Ended September 30,
    
    
    Nine Months Ended September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008REVENUESSales
    
    $
    254,219
    
    
    $
    118,401
    
    
    $
    720,084
    
    
    $
    516,362Cost of Product Sold
    
    
    223,036
    
    
    
    118,931
    
    
    
    707,271
    
    
    
    548,393GROSS MARGIN(LOSS)
    
    
    31,183
    
    
    
    (530
    )
    
    
    12,813
    
    
    
    (32,031
    )SELLING EXPENSES
    
    
    60,829
    
    
    
    57,165
    
    
    
    184,899
    
    
    
    347,620GENERAL AND ADMINISTRATIVE EXPENSESEmployee Salaries
    
    
    151,075
    
    
    
    215,096
    
    
    
    542,546
    
    
    
    789,870Other
    
    
    1,701,719
    
    
    
    914,485
    
    
    
    2,202,889
    
    
    
    3,901,882Depreciation and Amortization
    
    
    126,400
    
    
    
    120,510
    
    
    
    385,625
    
    
    
    362,939Research and Development
    
    
    48,432
    
    
    
    25,082
    
    
    
    178,733
    
    
    
    156,316TOTAL GENERAL AND ADMINISTRATIVE EXPENSES
    
    
    2,027,626
    
    
    
    1,275,173
    
    
    
    3,309,793
    
    
    
    5,211,007LOSS FROM OPERATIONS
    
    
    (2,057,272
    )
    
    
    (1,332,868
    )
    
    
    (3,481,879
    )
    
    
    (5,590,658
    )INTEREST INCOME
    
    
    
    
    
    
    17,060
    
    
    
    5,401
    
    
    
    20,992INTEREST EXPENSE
    
    
    (285,451
    )
    
    
    (244,881
    )
    
    
    (851,788
    )
    
    
    (639,652
    )CHANGE IN DERIVATIVE LIABILITY
    
    
    (1,640,000
    )
    
    
    (11,558,974
    )
    
    
    1,177,771
    
    
    
    (15,612,974
    )LOSS BEFORE INCOME TAXES
    
    
    (3,987,723
    )
    
    
    (13,119,663
    )
    
    
    (3,150,495
    )
    
    
    (21,822,292
    )PROVISION FOR INCOME TAXES
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    NET (LOSS) GAIN
    
    $
    (3,982,723
    )
    
    $
    (13,119,663
    )
    
    $
    (3,150,495
    )
    
    $
    (21,822,292
    )BASIC AND DILUTED (LOSS) PER COMMON SHARE
    
    $
    (0.85
    )
    
    $
    (3.28
    )
    
    $
    (0.71
    )
    
    $
    (5.59
    )WEIGHTED AVERAGE NUMBER OF COMMON SHARESBasic and Diluted
    
    
    4,697,945
    
    
    
    4,001,596
    
    
    
    4,419,500
    
    
    
    3,906,791
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STINGER SYSTEMS, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (UNAUDITED)
 Nine Months Ended September 30,2009
    
    
    2008CASH FLOWS FROM OPERATING ACTIVITIESNet Income(Loss)
    
    $
    (3,150,495
    )
    
    $
    (21,822,292
    )Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:Depreciation and Amortization
    
    
    385,625
    
    
    
    362,939Stock Option Expense
    
    
    1,260,220
    
    
    
    2,642,356Stock Issued
for Services
    
    
    204,000
    
    
    
    Amortization of Discount on Notes Payable-Convertible
    
    
    410,094
    
    
    
    377,092Derivative Liability Associated with Convertible Note
    
    
    (1,177,771
    )
    
    
    15,612,974Changes in Operating Assets and LiabilitiesAccounts Receivable
    
    
    6,689
    
    
    
    50,408Inventory
    
    
    55,727
    
    
    
    (104,000
    )Prepaid Expenses
    
    
    323,591
    
    
    
    47,040Accounts Payable
    
    
    412,609
    
    
    
    108,685Accrued Liabilities
    
    
    112,098
    
    
    
    89,965NET CASH USED IN OPERATING ACTIVITIES
    
    
    (1,157,613
    )
    
    
    (2,634,833
    )CASH FLOWS FROM INVESTING ACTIVITIESPurchase of Equipment
    
    
    (101,604
    )
    
    
    (12,230
    )NET CASH USED IN INVESTING ACTIVITIES
    
    
    (101,604
    )
    
    
    (12,230
    )CASH FLOWS FROM FINANCING ACTIVITIESProceeds from the Sale of Common Stock
    
    
    
    
    
    
    1,200Proceeds from the Sale of Common Stock
    
    
    
    
    
    
    Payments on Capital Lease Obligation
    
    
    (17,484
    )
    
    
    (17,741
    )Proceeds from the Issuance of Convertible Notes Payable, Net of
Issuance Costs and  Prepaid Interest
    
    
    596,312
    
    
    
    4,380,995NET CASH PROVIDED BY  FINANCING ACTIVITIES
    
    
    578,828
    
    
    
    4,364,454NET DECREASE IN CASH
    
    
    (680,389
    )
    
    
    1,717,391CASH BALANCE, BEGINNING OF PERIOD
    
    
    699,934
    
    
    
    345,293CASH BALANCE, END OF PERIOD
    
    $
    19,545
    
    
    $
    2,062,684NON-CASH INVESTING AND FINANCING ACTIVITIESConversion of Notes Payable to Common Stock
    
    
    
    
    
    
    (320,000
    )Common Stock Issued for Notes Payable Conversion
    
    
    
    
    
    
    1,052Additional Paid in Capital from Conversion of Notes Payable
    
    
    
    
    
    
    318,948Derivative Liability
    
    
    
    
    
    
    (3,130,000
    )Deferred Debt Discount
    
    
    (650,000
    )
    
    
    (2,032,500
    )Common stock
    
    
    
    
    
    
    1,350Paid-in-capital
    
    
    650,000
    
    
    
    5,161,150$
    
    
    
    $
    SUPPLEMENTAL CASH FLOW DISCLOSURESCash Paid During the Year For:Interest
    
    $
    3,586
    
    
    $
    184,895Taxes
    
    $
    
    
    
    $
    
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STINGER SYSTEMS, INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)
 NOTE 1: BASIS OF PRESENTATION
 ACCOUNTING POLICIES
    Embedded Derivatives
  Reclassifications
  Loss per Share
  NOTE 2: USE OF ESTIMATES
  7




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NOTE 3: REVENUE RECOGNITION
  NOTE 4: INVENTORIES
  September 30,
    
    
    December 31,2009
    
    
    2008(Unaudited)Raw Materials and Work-In Progress
    
    $
    148,520
    
    
    $
    203,595Finished Goods
    
    
    34,510
    
    
    
    35,161$
    183,030
    
    
    $
    238,757
 NOTE 5: PREPAID EXPENSES AND OTHER CURRENT ASSETS
  September 30,2009(Unaudited)Interest
    
    $
    205,763Legal Deposits
    
    
    7,500Other Deposits
    
    
    662$
    213,925
 NOTE 5: STOCK BASED COMPENSATION
  Compensation  Stock
Compensation
   Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,2009
    
    2008
    
    2009
    
    2008Estimated fair value
    
    $
    0.33
    
    
    $
    0.20
    
    
    $
    0.33
    
    
    $
    0.64Expected life (years)
    
    
    4.60
    
    
    
    3.33
    
    
    
    4.60
    
    
    
    2.33Risk free interest rate
    
    
    2.09
    %
    
    
    2.08
    %
    
    
    2.09
    %
    
    
    2.38
    %Volatility
    
    
    185.68
    %
    
    
    137.83
    %
    
    
    185.68
    %
    
    
    136.9
    %Dividend yield
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
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NOTE 6: GENERAL AND ADMINISTRATIVE EXPENSES, OTHER
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Legal and Professional Fees
    
    $
    337,667
    
    
    $
    238,087
    
    
    $
    541,382
    
    
    $
    459,838Stock Option Expense
    
    
    1,260,220
    
    
    
    333,765
    
    
    
    1,260,220
    
    
    
    2,642,356Insurance Expense
    
    
    5,186
    
    
    
    7,435
    
    
    
    12,546
    
    
    
    12,797Other
    
    
    98,646
    
    
    
    335,198
    
    
    
    388,741
    
    
    
    786,891$
    1,701,719
    
    
    $
    914,485
    
    
    $
    2,202,889
    
    
    $
    3,901,882
 NOTE 7: CAPITAL LEASE OBLIGATIONS
    NOTE 8: NOTES PAYABLE  CONVERTIBLE
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NOTE 9: LIQUIDITY AND CAPITAL RESOURCES
  NOTE 10: NEW ACCOUNTING PRONOUNCEMENT
 Generally Accepted Accounting Principles,
 11




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ITEM 2.   MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Forward-Looking Statements
  Executive Summary
      Results of Operations
 Revenues.
 Cost of Goods Sold.
 Gross Margin
 Selling Expenses.
 12




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General and Administrative Expenses.
 Research and Development Expenses.
 Interest Income.
 Interest Expense.
 Net
Loss.
 Liquidity and Capital Resources
  13




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Critical Accounting Policies
       14




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Compensation  Stock Compensation
   
 ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
   
 ITEM 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  15




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Changes in Internal Controls Over Financial Reporting
  16




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PART II  OTHER INFORMATION
 
 ITEM 1. Legal Proceedings
    
 ITEM 1.A. RISK FACTORS
 Investing in our common stock involves a high degree of risk. You should carefully consider
the risks and uncertainties described below in addition to the other information contained in this
annual report. If any of the following risks actually occur, our business, financial condition or
operating results could be harmed. In that case, the trading price of our common stock could
decline and investors may lose part or all of your
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investment. In the opinion of management, the risks discussed below represent the material
risks known to the company. Additional risks and uncertainties not currently known to us or that we
currently deem immaterial may also impair our business operations and adversely affect the market
price of our common stock.
 We have a history of operating losses and anticipate future operating losses until such time as we
can generate additional sales.
  If we do not obtain additional funding as needed, we may be unable to fund our engineering,
marketing and production activities and to adequately pursue our business plan.
  Our failure to properly design the Stinger projectile stun gun would have a material adverse effect
on our operations.
  If we fail to convince the market place that we have competitive products, we will not be
commercially successful.
  If third party manufacturers do not perform in a commercially reasonable manner, we may not be
successful.
  Our primary competitor, Taser International Inc., has an established name in the marketplace with
both distributors and the end-users of stun products.
  18




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Negative publicity about less-than-lethal stun weapons may negatively impact sales of our products.
  The sale and use of our products may result in claims against us.
  We have been sued by Taser International, Inc. which could result in a judgment against us that
could negatively impact our operations.
  We have been the subject of SEC Enforcement action
    Claims by others that our products infringed their patents or other intellectual property rights
could adversely affect our financial condition.
  We may not be able to protect our patent rights, trademarks, and other proprietary rights.
  19




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Law enforcement, correction and military operations are government agencies which are subject to
budgetary constraints, which may inhibit sales.
  There exist some state, local and international regulations and/or prohibitions on less-than-lethal
weapon systems which will make it more difficult or impossible to market our products in those
jurisdictions thereby limiting potential revenues.
  If we cannot retain or hire qualified personnel, our programs could be delayed.
  Because our common stock is quoted only on the OTC Bulletin Board and the Pink Sheets, your ability
to sell your shares in the secondary trading market may be limited.
  Our stock price has been volatile and your investment in our common stock could suffer a decline in
value.
  
    
    sales of the Stinger projectile stun gun;
    
    announcements of technological innovations or new products by us or our competitors;
    
    government regulatory action affecting our products or our competitors products;
    
    developments or disputes concerning patent or proprietary rights;
    
    actual or anticipated fluctuations in our operating results;
    
    changes in our financial estimates by securities analysts;
    
    broad market fluctuations; and
    
    economic conditions in the United States.
  Trading of our stock may be restricted by the SECs penny stock regulations, which may limit a
stockholders ability to buy and sell our stock.
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FINRA sales practice requirements may also limit a stockholders ability to buy and sell our stock.
  Sales of a substantial number of shares of our common stock in the public market could lower our
stock price and impair our ability to raise funds in stock offerings and impair the ability of
stockholders to receive a return on their investment in Stinger Systems.
  Exercise of outstanding options, warrants and convertible securities will dilute existing
shareholders and could decrease the market price of our common stock.
  We likely will issue additional equity securities which will dilute your share ownership.
  Any short selling of our stock could depress the stocks price and have a negative impact on the
investments in us by our stockholders.
  We do not intend to pay any cash dividends on our common stock in the foreseeable future and,
therefore, any return on your investment in our common stock must come from increases in the fair
market value and trading price of our common stock.
  21




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ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds. Not applicable.
 
 ITEM 3. Defaults Upon Senior Securities. Not applicable.
 
 ITEM 4. Submission of Matters to a Vote of Security Holders. Not applicable.
 
 ITEM 5. Other Information. Not applicable.
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ITEM 6. EXHIBITS
 Exhibit No.
    
    Description10.1
    
    Securities Purchase Agreement dated July 14, 2009 among Stinger Systems, Inc. and the investors
party thereto (1)10.2
    
    Senior Secured Convertible Note issued by Stinger Systems, Inc. to Castlerigg Master Investments
Ltd. dated July 14, 2009 (1)10.3
    
    Senior Secured Convertible Note issued by Stinger Systems, Inc. to Debt Opportunity Fund, LLLP dated
July 14, 2009 (1)10.4
    
    Warrant issued by Stinger Systems, Inc. to Castlerigg Master Investments Ltd. dated July 14, 2009 (1)10.5
    
    Warrant issued by Stinger Systems, Inc. to Debt Opportunity Fund, LLLP dated July 14, 2009 (1)10.6
    
    First Amended and Restated Security Agreement dated July 14, 2009 (1)10.7
    
    Second Amended and Restated Security Agreement, dated July 14, 2009 (1)10.8
    
    Amended and Restated Senior Secured Note dated July 14, 2009 (1)10.9
    
    Second Amended and Restated Senior Secured Note dated July 14, 2009 (1)10.10
    
    Third Amended and Restated Senior Secured Convertible Note dated July 14, 2009 (1)31.1
    
    Section 302 Certification of the Principal Executive Officer pursuant to Rule
13a-14(a) under the Securities Exchange Act of 1934.31.2
    
    Section 302 Certification of the Principal Financial Officer pursuant to Rule
13a-14(a) under the Securities Exchange Act of 1934.32.1
    
    Section 906 Certification of the Principal Executive Officer pursuant to U.S.C.
Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Section 906 Certification of the Principal Financial Officer pursuant to U.S.C.
Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 (1)
    
    Previously filed as an exhibit to Current Report on Form 8-K on July 17, 2009 23




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SIGNATURES
  STINGER SYSTEMS, INC.
(Registrant)Date: November 13, 2009
    /s/ Robert F. GruderRobert F. GruderPresident
(Principal Executive Officer)Date: November 13, 2009
    /s/ Brian S. GannonBrian S. GannonFinancial Controller
(Principal Financial Officer) 24




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Index to Exhibits
 Exhibit No.
    
    Description10.1
    
    Securities Purchase Agreement dated July 14, 2009 among Stinger Systems, Inc. and the investors
party thereto (1)10.2
    
    Senior Secured Convertible Note issued by Stinger Systems, Inc. to Castlerigg Master Investments
Ltd. dated July 14, 2009 (1)10.3
    
    Senior Secured Convertible Note issued by Stinger Systems, Inc. to Debt Opportunity Fund, LLLP dated
July 14, 2009 (1)10.4
    
    Warrant issued by Stinger Systems, Inc. to Castlerigg Master Investments Ltd. dated July 14, 2009 (1)10.5
    
    Warrant issued by Stinger Systems, Inc. to Debt Opportunity Fund, LLLP dated July 14, 2009 (1)10.6
    
    First Amended and Restated Security Agreement dated July 14, 2009 (1)10.7
    
    Second Amended and Restated Security Agreement, dated July 14, 2009 (1)10.8
    
    Amended and Restated Senior Secured Note dated July 14, 2009 (1)10.9
    
    Second Amended and Restated Senior Secured Note dated July 14, 2009 (1)10.10
    
    Third Amended and Restated Senior Secured Convertible Note dated July 14, 2009 (1)31.1
    
    Section 302 Certification of the Principal Executive Officer pursuant to Rule
13a-14(a) under the Securities Exchange Act of 1934.31.2
    
    Section 302 Certification of the Principal Financial Officer pursuant to Rule
13a-14(a) under the Securities Exchange Act of 1934.32.1
    
    Section 906 Certification of the Principal Executive Officer pursuant to U.S.C.
Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Section 906 Certification of the Principal Financial Officer pursuant to U.S.C.
Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 (1)
    
    Previously filed as an exhibit to Current Report on Form 8-K on July 17, 2009 25