UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

for the quarterly period ended September 30, 2018

 

OR

 

[   ] 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 000-55728

 

AMERICAN REBEL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

 

47-3892903

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

718 Thompson Lane, Suite 108-199,

Nashville, Tennessee

 

37204

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (833) 267-3235

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

Copies of communications to:

Anthony N. DeMint, Esq.

DeMint Law, PLLC

3753 Howard Hughes Parkway

Second Floor, Suite 314

Las Vegas, Nevada 89169

(702) 714-0889

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [   ] No [X]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [   ] No [X]


1


 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

[   ]

Accelerated filer

[   ]

Non-accelerated filer

[   ] (Do not check if a smaller reporting company)

Smaller reporting company

[X]

 

 

Emerging growth company

[X]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [   ]

 

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). Yes [   ] No [X]

 

The number of shares of the registrant’s common stock outstanding as of November 5, 2018 was 29,800,058 shares.


2


 

 

AMERICAN REBEL HOLDINGS, INC.

INDEX TO QUARTERLY REPORT ON FORM 10-Q

 

 

 

 

PART I. FINANCIAL INFORMATION

Page No.

 

 

 

Item 1.

Interim Condensed Consolidated Financial Statements (unaudited)

4

 

 

 

 

Consolidated Condensed Balance Sheets of American Rebel Holdings, Inc. at September 30, 2018 (unaudited) and December 31, 2017 (audited)

4

 

 

 

 

Consolidated Condensed Statements of Operations of American Rebel Holdings, Inc. for the three months ended September 30, 2018 and 2017 (unaudited)

5

 

 

 

 

Consolidated Condensed Statements of Operations of American Rebel Holdings, Inc. for the nine months ended September 30, 2018 and 2017 (unaudited)

6

 

 

 

 

Consolidated Condensed Statements of Stockholders Deficit of American Rebel Holdings, Inc. from December 31, 2015 through September 30, 2018 (unaudited)

7

 

 

 

 

Consolidated Condensed Statements of Cash Flows of American Rebel Holdings, Inc. for the nine months ended September 30, 2018 and 2017 (unaudited)

8

 

 

 

 

Notes to the Financial Statements (unaudited)

9

 

 

 

Item 2.

Management’s Discussion and Analysis

21

 

 

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk.

24

 

 

 

Item 4.

Controls and Procedures

24

 

 

 

 

 

 

PART II. OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings

25

 

 

 

Item 1A.

Risk Factors

25

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

25

 

 

 

Item 3.

Defaults upon Senior Securities

25

 

 

 

Item 4.

Mine Safety Disclosure

25

 

 

 

Item 5.

Other Information

25

 

 

 

Item 6.

Exhibits

26

 

 

 

Signatures

 

27


3


 

 

PART I. FINANCIAL INFORMATION

 

Item 1.- Interim Consolidated Financial Statements (unaudited)

 

AMERICAN REBEL HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

 

 

 

September 30,

2018

(unaudited)

 

December 31,

2017

(audited)

ASSETS

 

 

 

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

Cash and cash equivalents

$

8,972

$

70,798

Accounts Receivable

 

1,017

 

-

Prepaid expense

 

121,317

 

116,156

Inventory

 

440,369

 

479,233

Inventory deposits

 

253,664

 

71,440

Total Current Assets

 

825,339

 

737,627

 

 

 

 

 

Property and Equipment, net

 

144,525

 

191,046

 

 

 

 

 

OTHER ASSETS:

 

 

 

 

Deposit

 

6,841

 

6,841

Total Other Assets

 

6,841

 

6,841

 

 

 

 

 

TOTAL ASSETS

$

976,705

$

935,514

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

Overdraft

$

-

$

-

Accounts payable and accrued expense

 

306,386

 

285,419

Accrued Interest – Convertible Debenture – Related Party

 

131,690

 

240,893

Loan – Officer - Related party

 

32,951

 

81,881

Loan – Related party

 

-

 

-

Loan – Working Capital

 

787,045

 

277,223

Loans - Nonrelated parties

 

135,119

 

154,235

Total Current Liabilities

 

1,393,190

 

1,039,651

 

 

 

 

 

Convertible Debenture –Related party, net of unamortized discount of $99,329 and zero, respectively

 

145,671

 

2,135,000

TOTAL LIABILITIES

 

1,538,861

 

3,174,651

 

 

 

 

 

STOCKHOLDERS’ EQUITY (DEFICIT):

 

 

 

 

Preferred stock, $0.001 par value; 1,000,000 shares authorized; none issued or outstanding

 

-

 

-

Common stock, $0.001 par value; 100,000,000 shares authorized; 29,800,058 and 23,771,000 issued and outstanding, respectively at September 30, 2018 and December 31, 2017

 

29,800

 

23,771

Additional paid in capital

 

6,181,448

 

3,022,947

Accumulated deficit

 

(6,773,404)

 

(5,285,855)

TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)

 

(562,156)

 

(2,239,137)

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

$

976,705

$

935,514

 

See Notes to Financial Statements.


4


 

 

AMERICAN REBEL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

 

For the three

months ended

September 30,

2018

(unaudited)

 

For the three

months ended

September 30,

2017

(unaudited)

 

 

 

 

 

 

Revenue

$

26,831

$

10,164

Cost of goods sold

 

11,357

 

3,314

Gross margin

 

15,474

 

6,850

 

 

 

 

 

Expenses:

 

 

 

 

Consulting – business development

 

146,272

 

172,171

Product development costs

 

316

 

12,860

Marketing and brand development costs

 

127,584

 

96,789

Administrative and other

 

52,664

 

53,380

Depreciation expense

 

15,507

 

15,507

 

 

342,344

 

350,707

Operating income (loss)

 

(326,871)

 

(343,857)

 

 

 

 

 

Other Income (Expense)

 

 

 

 

Licensing income

 

-

 

-

Gain on sale of assets

 

-

 

-

Interest expense

 

(50,345)

 

(121,893)

Net income (loss) before income tax provision

 

(377,215)

 

(465,751)

 

Provision for income tax

 

-

 

-

Net income (loss)

$

(377,215)

$

(465,751)

 

Basic and diluted income (loss) per share

$

(0.01)

$

(0.02)

Weighted average common shares outstanding – basic and diluted

 

29,666,000

 

23,714,000

 

 

See Notes to Financial Statements.


5


 

 

AMERICAN REBEL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

 

For the nine

months ended

September 30,

2018

(unaudited)

 

For the nine

months ended

September 30,

2017

(unaudited)

Revenue

$

86,361

$

28,361

Cost of goods sold

 

36,224

 

8,818

Gross margin

 

50,136

 

19,543

 

 

 

 

 

Expenses:

 

 

 

 

Consulting – business development

 

442,215

 

1,881,781

Product development costs

 

16,118

 

35,376

Marketing and brand development costs

 

522,759

 

282,382

Administrative and other

 

306,928

 

178,031

Depreciation expense

 

46,521

 

45,622

 

 

1,334,540

 

2,423,193

Operating income (loss)

 

(1,284,404)

 

(2,403,649)

 

 

 

 

 

Other Income (Expense)

 

 

 

 

Licensing income

 

-

 

-

Interest expense

 

(203,145)

 

(143,583)

Gain on sale of assets

 

-

 

20,000

Net income (loss) before income tax provision

 

(1,487,549)

 

(2,527,232)

 

Provision for income tax

 

-

 

-

Net income (loss)

$

(1,487,549)

$

(2,527,232)

 

Basic and diluted income (loss) per share

$

(0.05)

$

(0.14)

Weighted average common shares outstanding –

basic and diluted

 

27,176,000

 

18,081,000

 

 

See Notes to Financial Statements.


6


 

 

AMERICAN REBEL HOLDINGS, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

 

 

Common

Stock

 

Common

Stock

Amount

 

Additional

Paid-in

Capital

 

Accumulated

Deficit

 

Total

 

 

 

 

 

 

 

 

 

 

Balance – December 31, 2015

13,455,000

$

13,455

$

1,100,295

$

(979,511)

$

134,239

 

 

 

 

 

 

 

 

 

 

Sale of Common stock

1,166,000

 

1,166

 

581,834

 

-

 

583,000

 

 

 

 

 

 

 

 

 

 

Net loss

-

 

-

 

-

 

(1,363,506)

 

(1,363,506)

 

 

 

 

 

 

 

 

 

 

Balance – December 31, 2016

14,621,000

$

14,621

$

1,682,129

$

(2,343,017)

$

(646,267)

 

 

 

 

 

 

 

 

 

 

Common Stock issued as compensation.

3,150,000

 

3,150

 

1,571,850

 

-

 

1,575,000

 

 

 

 

 

 

 

 

 

 

Reverse Acquisition of American Rebel, Inc.

6,000,000

 

6,000

 

(231,032)

 

-

 

(225,032)

 

 

 

 

 

 

 

 

 

 

Net loss

-

 

-

 

-

 

(2,942,838)

 

(2,942,838)

 

 

 

 

 

 

 

 

 

 

Balance – December 31, 2017

23,771,000

$

23,771

$

3,022,947

$

(5,285,855)

$

(2,239,137)

 

 

 

 

 

 

 

 

 

 

Common Stock issued as compensation.

800,000

 

800

 

429,200

 

-

 

430,000

 

 

 

 

 

 

 

 

 

 

Convertible Debenture Discount

-

 

-

 

120,000

 

-

 

120,000

 

 

 

 

 

 

 

 

 

 

Conversion of Convertible Debentures

4,569,058

 

4,569

 

2,279,960

 

-

 

2,284,529

 

 

 

 

 

 

 

 

 

 

Exercise of Warrants.

660,000

 

660

 

329,340

 

-

 

330,000

 

 

 

 

 

 

 

 

 

 

Net loss

-

 

-

 

-

 

(1,487,549)

 

(1,487,549)

 

 

 

 

 

 

 

 

 

 

Balance – September 30, 2018-(Unaudited)

29,800,058

$

29,800

$

6,181,448

$

(6,773,404)

$

(562,156)

 

See Notes to Financial Statements.


7


 

 

AMERICAN REBEL HOLDINGS, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

 

 

 

For the nine

months ended

September 30,

2018

(unaudited)

 

For the nine

months ended

September 30,

2017

(unaudited)

 

 

 

 

 

CASH FLOW FROM OPERATING ACTIVITIES:

 

 

 

 

Net income (loss)

$

(1,487,549)

$

(2,527,232)

Depreciation

 

46,521

 

45,622

Gain on sale of assets

 

-

 

(20,000)

Compensation paid through issuance of common stock

 

282,483

 

1,400,000

Amortization of loan discount

 

25,671

 

59,000

Adjustments to reconcile net loss to cash (used in) operating activities:

 

 

 

 

Change in Accounts Receivable

 

(1,017)

 

-

Change in prepaid expenses

 

67,756

 

(16,008)

Change in inventory

 

38,864

 

(377,467)

Change in inventory deposits

 

(182,224)

 

84,970

Change in accounts payable and accrued expense

 

260,894

 

220,411

Net Cash (Used in) Operating Activities

 

(948,601)

 

(1,130,704)

 

 

 

 

 

CASH FLOW FROM INVESTING ACTIVITIES:

 

 

 

 

Property and equipment purchased

 

-

 

(17,987)

Investment in Cubescape, Inc.

 

-

 

-

Net Cash (Used in) Operating Activities

 

-

 

(17,987)

 

 

 

 

 

CASH FLOW FROM FINANCING ACTIVITIES:

 

 

 

 

Overdraft

 

-

 

(373)

Cash received through merger with American Rebel, Inc.

 

-

 

469

Proceeds from sale of common stock

 

-

 

-

Proceeds (repayments) of loans – officer - related party

 

(48,930)

 

(117,005)

Proceeds of convertible debentures

 

120,000

 

1,064,164

Proceeds of exercise of warrants

 

330,000

 

-

Proceeds of working capital loan

 

550,000

 

250,000

Repayment of loans – nonrelated party

 

(64,295)

 

(29,242)

Net Cash Provided by Financing Activities

 

886,775

 

1,168,013

 

 

 

 

 

CHANGE IN CASH

 

(61,825)

 

19,322

 

 

 

 

 

CASH AT BEGINNING OF PERIOD

 

70,798

 

-

 

 

 

 

 

CASH AT END OF PERIOD

$

8,972

$

19,322

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

 

 

 

 

Cash paid for:

 

 

 

 

Interest

$

13,475

$

9,502

Income taxes

$

-

$

-

 

 

 

 

 

Non-cash investing and financing activities:

 

 

 

 

Investment eliminated through merger and consolidation

$

-

$

35,000

Conversion of Debentures to common stock

$

2,284,529

$

-

 

 

 

 

 

 

 

 

 

 

 

See Notes to Financial Statements.

 


8


 

 

AMERICAN REBEL HOLDINGS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2018

(unaudited)

 

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Organization

 

The “Company” was incorporated on December 15, 2014 (date of inception) under the laws of the State of Nevada, as CubeScape, Inc. Effective January 5, 2017, the Company amended its articles of incorporation and changed its name to American Rebel Holdings, Inc. The Company completed a business combination with its majority stockholder, American Rebel, Inc. on June 19, 2017. As a result, American Rebel, Inc. became a wholly owned subsidiary of the Company.

 

The acquisition of American Rebel, Inc. was accounted for as a reverse merger. The Company issued 17,421,000 shares of its common stock and issued warrants to purchase 500,000 shares of common stock to shareholders of American Rebel, Inc. and cancelled 9,000,000 shares of common stock owned by American Rebel, Inc.

 

The Company filed a registration statement on Form S-1 which was declared effective by the U.S. Securities and Exchange Commission on October 14, 2015. Twenty six (26) investors invested at a price of $0.01 per share for a total of $60,000. The direct public offering closed on December 11, 2015.

 

Nature of Operations

 

The Company is developing branded products in the self-defense and patriotic product areas that are promoted and sold using personal appearance, music, Internet and television avenues. The Company’s products will be under the American Rebel brand and imprinted.

 

Interim Financial Statements and Basis of Presentation

 

The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read along with the Annual Report filed on Form 10-K of the Company for the period ended December 31, 2017 and notes thereto contained.

 

Principles of Consolidation

 

The Consolidated Financial Statements include the accounts of the Company and its majority-owned subsidiary. All significant intercompany accounts and transactions have been eliminated.

 

Year End

 

The Company’s year-end is December 31.

 

Cash and Cash Equivalents

 

For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value.

 

Inventory and Inventory Deposits

 

Inventory consists of backpacks, jackets and accessories manufactured to our design and held for resale and are carried at the lower of cost (First-in, First-out Method) or market value. The Company determines the estimate for the reserve for slow moving or obsolete inventories by regularly evaluating individual inventory levels, projected sales and current economic conditions. The Company also makes deposit payments on inventory to be manufactured that are carried separately until the goods are received into inventory.


9


 

 

AMERICAN REBEL HOLDINGS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2018

(unaudited)

 

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Fixed Assets and Depreciation

 

Property and equipment is stated at cost net of accumulated depreciation. Additions and improvements are capitalized while ordinary maintenance and repair expenditures are charged to expense as incurred. Depreciation is recorded by the straight-line method over the estimated useful life of the asset, which ranges from five to seven years.

 

Investment

 

During June 2016, American Rebel, Inc. purchased a 60% controlling interest in the Company with the intent to merge. The merger was completed on June 19, 2017 and has been accounted for as a reverse merger with comparative financial history being that of American Rebel, Inc., its wholly owned subsidiary.

 

Revenue Recognition

 

We recognize revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the product or service has been provided to the consumer; (3) the amount of fees to be paid by the consumer is fixed or determinable; and (4) the collection of our fees or product revenue is probable.

 

The Company will record revenue when it is realizable and earned and product has been shipped to the consumers or that our service has been rendered to the consumer. License income will be reported as income when the Company has completed any responsibility to earn the income and when any earned royalties are received.

 

Advertising Costs

 

Advertising costs are expensed as incurred; Marketing costs incurred were $127,584 and $96,789 for the three month periods ended September 30, 2018 and 2017, respectively, and $522,759 and $282,382, respectively, for the nine month periods then ended.

 

Fair Value of Financial Instruments

 

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2018 and December 31, 2017, respectively. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.

 

Level 1: The preferred inputs to valuation efforts are “quoted prices in active markets for identical assets or liabilities,” with the caveat that the reporting entity must have access to that market. Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets.

 

Level 2: FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations.

 

Level 3: If inputs from levels 1 and 2 are not available, the Financial Accounting Standards Board (the “FASB”) acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as “unobservable,” and limits their use by saying they “shall be used to measure fair value to the extent that observable inputs are not available.” This category allows “for situations in which there is little, if any, market activity for the asset or liability at the measurement date”. Earlier in the standard, FASB explains that “observable inputs” are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants.


10


 

 

AMERICAN REBEL HOLDINGS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2018

(unaudited)

 

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Stock-Based Compensation

 

The Company records stock based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expense related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.

 

The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reached by the FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50.

 

During June, 2017, and prior to the merger, the Company recorded $1,400,000 in compensation expense for the issuance of 2,800,000 shares of common stock. During July, 2017 the Company recorded $59,000 in interest expense and $66,000 in loan discount for the issuance of 250,000 shares of common stock in connection with a working capital loan. During August 2017, the Company recorded $50,000 in prepaid expense for the issuance of 100,000 shares of common stock in connection with purchase of an exclusive trade show booth space. In January 2018, the Company agreed to issue and subsequently issued a total of 500,000 shares of common stock as compensation for professional services to be performed during 2018. The common stock was valued at a price of $0.50 per share consistent with earlier sales of common stock by American Rebel, Inc. as well as the present conversion price of the Company’s convertible debentures. In January, 2018, the Company issued 300,000 shares of common stock as compensation in settlement of professional services billed at $180,000.

 

Earnings Per Share

 

The Company follows ASC Topic 260 to account for earnings per share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.

 

Income Taxes

 

The Company follows ASC Topic 740 for recording provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expense or benefit is based on the changes in the asset or liability for each period. If available evidence suggests that it is more likely than not that some portion or the entire deferred tax asset will not be realized, a valuation allowance is required to reduce the deferred tax asset to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income tax in the period of change.

 

Deferred income tax may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.

 

The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic 740 only allows the recognition of tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by taxing authorities. As of September 30, 2018 and December 31, 2017, the Company reviewed its tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore this standard has not had a material effect on the Company.

 

The Company does not anticipate any significant changes to its total unrecognized tax benefits within the next 12 months.


11


 

 

AMERICAN REBEL HOLDINGS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2018

(unaudited)

 

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Income Taxes (Continued)

 

The Company classifies tax-related penalties and net interest as income tax expense. For the three and nine month periods ended September 30, 2018 and 2017, respectively, no income tax expense has been recorded.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Recent Pronouncements

 

The Company evaluated recent accounting pronouncements through September 30, 2018 and believes that none have a material effect on the Company’s financial statements except for the following.

 

In August, 2014, FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entities Ability to continue as a Going Concern . The standard is intended to define management's responsibility to decide whether there is substantial doubt about an organization's ability to continue as a going concern and to provide related footnote disclosures. The standard requires management to decide whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued. The standard provides guidance to an organization's management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations in the footnotes. The standard becomes effective for the annual period ending after December 15, 2017, with early application permitted. The adoption of this pronouncement is not expected to have a material impact on our financial statements. Management's evaluations regarding the events and conditions that raise substantial doubt regarding the Company's ability to continue as a going concern are disclosed in Note 2 below.

 

In August 2015, FASB issued ASU 2015-14, Revenue from Contracts with Customers: Deferral of Effective Date . In 2014 FASB issued ASU 2014-09, Revenue from Contracts with Customers, which provided a framework for addressing revenue recognition issues and replaces almost all existing revenue recognition guidance in current U.S. GAAP. The core principle of ASU 2014-09 is for companies to recognize revenue for the transfer of goods or services to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. ASU 2014-09 also resulted in enhanced disclosures about revenue, provide guidance for transactions that were not previously addressed comprehensively, and improve guidance for multiple-element arrangements. The amendments in ASU 2015-14 defer the effective date of the new revenue recognition guidance to annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period. Early adoption is permitted to the original effective date (December 15, 2017), including interim periods within that reporting period. Management is evaluating the future impact of this guidance on the Company’s financial statements and notes thereto.

 

In August 2015, FASB issued ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements . The Company previously reported that in April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs , which simplifies the presentation of debt issuance costs by requiring that debt issuance costs related to a recognized liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The amendments in ASU 2015-15 address the absence of authoritative guidance within ASU 2015-03 for debt issuance costs related to line-of-credit arrangements such that the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. ASU 2015-15 and ASU 2015-03 are effective for financial statements of public business entities issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. The adoption of this guidance is not expected to have a material impact on the Company's financial position, results of operations or cash flows.


12


 

 

AMERICAN REBEL HOLDINGS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2018

(unaudited)

 

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Recent Pronouncements (Continued)

 

In September 2015, the FASB issued ASU 2015-16, Business Combinations: Simplifying the Accounting for Measurement-Period Adjustments . The amendments in this ASU require that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined; calculated as if the accounting had been completed at the acquisition date. For public business entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The amendments in this ASU should be applied prospectively with earlier application permitted for financial statements that have not been issued. The adoption of this guidance did not have a material impact on the Company’s financial position, results of operations or cash flows.

 

Amendments clarifying guidance in Topic 205, Risks and Uncertainties, are applicable to entities that have not commenced planned principal operations, which we have commenced recently.

 

NOTE 2 – GOING CONCERN

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. As noted above, the Company is in the development stage and, accordingly, has not yet generated significant revenues from operations. Since inception, the Company has been engaged in financing activities and executing its business plan of operations and incurring costs and expenses related to developing products and market identity, obtaining inventory and preparing for public product launch. As a result, the Company incurred net income (losses) for the nine months ended September 30, 2018 and 2017 of ($1,487,549) and ($2,527,232) , respectively. The Company’s accumulated deficit was ($6,773,404) as of September 30, 2018 and ($5,285,855) as of December 31, 2017. The Company’s working capital deficit was ($567,851) as of September 30, 2018 and a deficit of ($302,024) as of December 31, 2017. In addition, the Company’s development activities since inception have been sustained through equity and debt financing and the deferral of payments on accounts payable and other expenses.

 

The ability of the Company to continue as a going concern is dependent upon its ability to raise capital from the sale of its equity and, ultimately, the achievement of operating revenues. Management believes sufficient funding can be secured through the obtaining of loans, as well as future offerings of its preferred and common stock to institutional and other financial sources. However, no assurance can be given that the Company will obtain this additional working capital, or if obtained, that such funding will not cause substantial dilution its stockholders. If the Company is unable to secure such additional funds from these sources, it may be forced to change or delay its business plan rollout.

 

These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

 

NOTE 3- INVENTORY AND DEPOSITS

 

Inventory and deposits includes the following:

 

 

 

September 30,

 

December 31,

 

 

2018

 

2017

 

 

(unaudited)

 

(audited)

 

 

 

 

 

Inventory - Finished goods

$

440,369

$

479,233

Inventory deposits

 

253,664

 

71,440

 

 

694,033

 

550,673

Less: Reserve for excess and obsolete

 

-

 

-

Net inventory and deposits

$

694,033

$

550,673


13


 

 

AMERICAN REBEL HOLDINGS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2018

(unaudited)

 

NOTE 4 – INVESTMENT

 

During June 2016, American Rebel, Inc. purchased a 60% controlling interest the Company with the intent to merge. The merger was completed on June 19, 2017 and American Rebel, Inc. has become a wholly owned subsidiary. The transaction has been recorded as a reverse merger with the consolidated ongoing history of the Company being that of American Rebel, Inc. The $35,000 investment in CubeScape, Inc has been eliminated in consolidation and netted into additional paid-in capital.

 

NOTE 5 – PROPERTY AND EQUIPMENT

 

Property and equipment includes the following:

 

 

 

September 30,

 

 

December 31,

 

 

2018

 

 

2017

 

 

(unaudited)

 

 

(audited)

Marketing equipment

$

32,261

 

$

32,261

Vehicles

 

277,886

 

 

277,886

 

 

310,147

 

 

310,147

Less: Accumulated depreciation

 

(165,622)

 

 

(119,101)

Net property and equipment

$

144,525

 

$

191,046

 

For the three months ended September 30, 2018 and 2017 we recognized $15,507 and $15,507 in depreciation expense, respectively, and $46,521 and $45,622 for the nine month periods then ended. We depreciate these assets over a period of sixty (60) months which has been deemed their useful life. In January, 2016 we acquired three vehicles from related parties and assumed the debt secured by the vehicles as described at Note 7 – Notes Payable. Accordingly, the recorded cost of each vehicle is the amount of debt assumed under each related loan, or a total of $277,886.

 

NOTE 6 –RELATED PARTY NOTE PAYABLE AND RELATED PARTY TRANSACTIONS

 

For the year ended December 31, 2016, the Company received loans from its sole officer and director totaling $221,155. The balance at December 31, 2017 was $81,881. During the nine months ended September 30, 2018, the company repaid $48,930 of these loans resulting in a balance at September 30, 2018 of $32,951. These loans are due on demand and carry no interest.

 

During the nine months ended September 30, 2018, the Company entered into several convertible debt instruments with stockholders in the amount of $120,000, for a total outstanding of $245,000. The Company accrued interest expense on this convertible debt of $104,676, for a total accrued of $25,282 at September 30, 2018. Since public trading of the Company’s common stock began in 2018, the Company determined a Beneficial Conversion Discount of $120,000 applied to the 2018 sales the Convertible Debentures. The discount reduced the liability balance of the debentures to $0 when the debentures were issued and recorded the proceeds of the sale as Additional paid in Capital. The discount will be amortized over the three year term of the debentures. The discounted balance of the convertible debentures at September 30, 2018 was $145,671.

 

On April 30, 2018, holders of convertible debentures exercised their rights to convert the debt of $2,010,000 and accrued interest of $274,529 to 4,569,058 shares of common stock. Of the total amount borrowed under the convertible debt, $2,521,787 was loaned to American Rebel, Inc., the Company’s former majority stockholder and now the Company’s wholly owned subsidiary, as a working capital loan to pay its operating expenses including legal, accounting, product development, brand expansion, and marketing costs. The majority stockholder also used the proceeds of these loans to purchase inventory of its initial product launched during 2017. This loan is eliminated in consolidation.

 

During the year ended December 31, 2016, the Company acquired three vehicles from various related parties and assumed the debt secured by each one of the vehicles. Accordingly, the recorded value for each vehicle is the total debt assumed under each related loan, or a total of $277,886. (See Note 7 – Notes Payable.)

 

Charles A. Ross, Jr. serves as the Company’s sole officer and director. Compensation for Mr. Ross was $150,000 and $150,000, respectively for the nine months ended September 30, 2018 and 2017, and $187,500 for the year ended December 31, 2017. Mr. Ross received a grant of 1,000,000 shares of American Rebel, Inc. common stock, valued at $0.50 per share in June 2017, prior to the acquisition. These shares were part of the 6,500,000 shares exchanged for Company common stock in the acquisition of American Rebel, Inc. completed on June 19, 2017.


14


 

 

AMERICAN REBEL HOLDINGS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2018

(unaudited)

 

NOTE 7 – NOTES PAYABLE – NONRELATED PARTIES

 

Effective January 1, 2016, the Company acquired three vehicles from various related parties in exchange for the assumption of the liabilities related to those vehicles. The liabilities assumed are as follows at September 30, 2018 and December 31, 2017.

 

 

 

September 30, 2018

 

December 31, 2017

 

 

(unaudited)

 

(audited)

Loan secured by a tour bus, payable in monthly payments of $2,710 including interest at 12% per annum through June 2020 when the remaining balance is payable.

$

60,088

$

70,649

 

 

 

 

 

Loan secured by a Ford truck, payable in monthly payments of $1,742 including interest at 1% per annum through October 2018.

 

6,987

 

15,542

 

 

 

 

 

Loan secured by a promotional vehicle. Loan is past due, payments are made at irregular intervals and interest expense accrues at 3% per month until paid in full.

 

68,044

 

68,044

 

 

 

 

 

Total recorded as current liability

$

135,119

$

154,235

 

Current and long-term portion. Total loan balance is reported as current because loans are past due, become due within one year or are expected to be repaid within one year.

 

NOTE 8 – NOTES PAYABLE – WORKING CAPITAL

 

On July 6, 2017, the Company’s wholly-owned operating subsidiary completed the sale of a secured promissory note in the principal amount of $250,000 with an interest rate of 12% per annum to a private investor, and current stockholder. In April, 2018 the Company’s wholly-owned operating subsidiary completed the sale of additional notes under similar terms in the additional principal amount totaling $250,000. In July, 2018 the Company’s wholly-owned operating subsidiary completed the sale of additional notes under similar terms in the additional principal amount totaling $300,000. The notes are secured by a pledge of certain of the Company’s current inventory and the chief executive officer’s personal guaranty. These working capital notes require payments equal to 75-100% of current sales of that specific secured inventory and mature in 180 days. In connection with the original note, the Company issued 250,000 shares of its common stock to the noteholder valued at $0.50 per share for a total of $125,000. The fair value of the common stock issued was recorded as a discount to the note payable and the discount was amortized over the term of that agreement to interest expense using the straight-line method that approximates the effective interest method. As of September 30, 2018, the outstanding balance due on the working capital notes was $787,045.

 

NOTE 9- CONVERTIBLE DEBENTURE – RELATED PARTY

 

Since September 16, 2016, the Company sold convertible debentures in the amount of $2,255,000 in the form of 12% three year convertible term notes. Interest is accrued at an annual rate of 12% and is payable in common stock at maturity. Both principal and interest may be converted into common stock at a price of $0.50 per share after the passage of 181 days. The Company may redeem the debenture at its option or force conversion after common stock trades at a price in excess of $1.00 per share for five days. The Holder may force redemption after the Company raises $3 million dollars in equity. The holders of the convertible debentures were issued three year warrants to purchase 2,255,000 shares of the Company’s common stock at $1.00 per share. At April 30, 2018, debentures with face value of $2,010,000 plus accrued interest of $274,529 were converted into 4,569,058 shares of common stock. As of September 30, 2018, the Company had a face value of $245,000 due under this convertible debenture.

 

The convertible debenture holders, based on its agreement, with maturities beginning September 16, 2019 has the option to convert their principal and interest into 490,000 (plus 50,564 for accrued interest) shares of common stock. The fair value of the embedded beneficial conversion feature resulted in no discount to the convertible debenture – related party at December 31, 2017 and a discount of $99,329 at September 30, 2018.


15


 

 

AMERICAN REBEL HOLDINGS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2018

(unaudited)

 

NOTE 9- CONVERTIBLE DEBENTURE – RELATED PARTY (CONTINUED)

 

During the nine months ended September 30, 2018, the Company sold convertible debt instruments in the amount of $120,000. Since public trading of the Company’s common stock began in 2018, the Company determined a beneficial conversion discount of $120,000 applied to the 2018 sales the convertible debt instruments. The discount reduced the liability balance of the debentures to $0 when the debentures were issued and recorded the proceeds of the sale as Additional paid in Capital. The discount will be amortized over the three year term of the debentures. The discounted balance of the convertible debentures at September 30, 2018 was $145,671.

 

The Company analyzed the conversion option for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and fair value measurement under ASC 820 and determined that the beneficial conversion feature under the convertible debenture should be recorded as a discount to debt if market was more than the conversion feature.

 

The convertible debenture - related party is measured at fair value at the end of each reporting period or termination of the debenture agreement with the change in fair value recorded to earnings. The fair value of the embedded beneficial conversion feature did not result in a discount to the convertible debenture - related party. The discount if and when we have one will be amortized over the term of agreement or modification to the agreement to interest expense using the straight-line method that approximates the effective interest method.

 

The Company used the eight steps to determine fair value under ASC 820. (1) Identify the item to be valued and the unit of account. (2) Determine the principal or most advantageous market and the relevant market participants. (3) Select the valuation premise to be used for asset measurements. (4) Consider the risk assumptions applicable to liability measurements. (5) Identify available inputs. (6) Select the appropriate valuation technique(s). (7) Make the measurement. (8) Determine amounts to be recognized and information to be disclosed.

 

Fair value was determined by the market price of the Company’s publicly traded stock with no discount allowed. This was determined as of the effective date of the agreement entered convertible debenture - related party. The conversion price was then compared to fair value, determined by market price and the difference between the two multiplied by the number of shares that would be issued upon conversion. The Company had not had any market activity within its public market until January 2018. Private transactions between willing buyers and willing sellers have ranged from $0.02 to $0.50 per share. These private transactions were not conducted through a broker dealer network. Since public trading of the common stock began in 2018 market price of the Company’s traded stock has ranged from $0.70 to $2.50 per share.

 

NOTE 10 – EMBEDDED DERIVATIVES – FINANCIAL INSTRUMENTS

 

Since September 2017 the Company entered into a financial instrument, which consists of a convertible debenture, containing a conversion feature. Generally financial instruments are convertible into shares of the Company’s common stock; at prices that are either marked to the volume weighted average price of the Company’s publicly traded stock or a static price determinative from each financial instrument agreement. These prices may be at a significant discount to market as determined overall by the volume weighted average price of the Company’s publicly traded common stock. The Company for all intent and purposes considers these discounts to be fair market value as would be determined in an arm’s length transaction with a willing buyer and the restrictive nature of the common stock issued, unless issued pursuant to a registration or some other registered shares with the SEC.

 

The Company accounts for the fair value of the conversion feature in accordance with ASC 815-15, Derivatives and Hedging; Embedded Derivatives , which requires the Company to bifurcate and separately account for the conversion features as an embedded derivative contained in the Company’s convertible debt and original issue discount notes payable. The Company is required to carry the embedded derivative on its balance sheet at fair value and account for any unrealized change in fair value as a component in its results of operations. The Company valued the embedded derivatives using eight steps to determine fair value under ASC 820. (1) Identify the item to be valued and the unit of account. (2) Determine the principal or most advantageous market and the relevant market participants. (3) Select the valuation premise to be used for asset measurements. (4) Consider the risk assumptions applicable to liability measurements. (5) Identify available inputs. (6) Select the appropriate valuation technique(s). (7) Make the measurement. (8) Determine amounts to be recognized and information to be disclosed.

 

The fair value of the conversion feature of the financial instrument as of September 30, 2018 was $0. The Company did not record any expense associated with the embedded derivatives at September 30, 2018. No embedded derivative expense was realized as there was no change in the conversion price. The conversion price for this financial instrument was $0.50 per share which is higher than market as there have been no sales of the Company’s common stock.


16


 

 

AMERICAN REBEL HOLDINGS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2018

(unaudited)

 

NOTE 11 – INCOME TAXES

 

At September 30, 2018 and December 31, 2017, the Company had a net operating loss carryforward of $6,773,404 and $5,285,855, respectively, which begins to expire in 2034.

 

Components of net deferred tax asset, including a valuation allowance, are as follows:

 

 

 

September 30,

2018

 

December 31,

2017

 

 

(unaudited)

 

(audited)

Deferred tax asset:

 

 

 

 

Net operating loss carryforward

$

1,693,351

$

1,321,464

Total deferred tax asset

 

1,693,351

 

1,321,464

Less: Valuation allowance

 

(1,693,351)

 

(1,321,464)

Net deferred tax asset

$

-

$

-

 

Valuation allowance for deferred tax assets as of September 30, 2018 and December 31, 2017 was $1,693,351 and $1,321,464, respectively. In assessing the recovery of the deferred tax asset, management considers whether it is more likely than not that some portion or the entire deferred tax asset will not be realized. The ultimate realization of the deferred tax asset is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not deferred tax assets will not be realized as of September 30, 2018 and December 31, 2017 and recognized 100% valuation allowance for each period.

 

Reconciliation between statutory rate and the effective tax rate for both periods and as of December 31, 2017:

 

Federal statutory rate

 

(21.0%)

State taxes, net of federal benefit

 

(4.0%)

Change in valuation allowance

 

25.0%

Effective tax rate

 

0.0%

 

NOTE 12 – SHARE CAPITAL

 

The Company is authorized to issue 100,000,000 shares of its $0.001 par value common stock and 1,000,000 shares of its $0.001 par value preferred stock.

 

Common stock

 

On December 15, 2014, the Company issued to its founder, then an officer and director of the Company, 6,000,000 shares of its $0.001 par value common stock at a price of $0.001 per share for services provided upon organization. The services were valued at $6,000.

 

On January 15, 2015, the Company issued to its founder 3,000,000 shares of its $0.001 par value common stock at a price of $0.008 per share for certain intangible assets and tangible assets (see Note 3 - Intangible Assets). Mr. David Estus, then our sole officer and director, incurred more than $50,000 in developing or acquiring the intangible and tangible assets for which the Company valued at $24,000.

 

The Company filed a registration statement on Form S-1 which was declared effective by the U.S. Securities and Exchange Commission on October 14, 2015. The Form S-1 allowed the Company to solicit investors for investment in a direct public offering of $60,000. Twenty six (26) investors invested at a price of $0.01 per share for the entire offering which closed on December 11, 2015.

 

The Company issued 17,421,000 shares of its common stock and issued warrants to purchase 500,000 shares of common stock to shareholders of American Rebel, Inc. and cancelled 9,000,000 shares of common stock owned by American Rebel, Inc. to complete the acquisition of American Rebel, Inc. which was accounted for as a reverse merger.


17


 

 

AMERICAN REBEL HOLDINGS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2018

(unaudited)

 

NOTE 12 – SHARE CAPITAL (CONTINUED)

 

During June 2017, prior to the merger, American Rebel, Inc issued 2,800,000 shares of common stock as compensation and recorded an expense based on fair market value of $0.50 per share for a total expense of $1,400,000. On June 19, 2017, in connection with the merger and acquisition of the subsidiary, the Company exchanged 17,421,000 shares of common stock with stockholders of American Rebel, Inc. and cancelled 9,000,000 shares of common stock held by American Rebel, Inc. American Rebel, Inc. became a wholly owned subsidiary of the Company upon completion of the exchange.

 

On July 6, 2017, the Company’s wholly-owned operating subsidiary completed the sale of a secured promissory note in the principal amount of $250,000 with an interest rate of 12% per annum to a private investor, and current stockholder. In 2018, the Company’s wholly-owned operating subsidiary sold additional notes under similar terms in the additional amount of $250,000. The notes are secured by a pledge of all of the Company’s current inventory and the chief executive officer’s personal guaranty. This working capital note requires payments equal to 75% of current sales and matures in 180 days. In connection with this note, the Company issued 250,000 shares of its common stock to the noteholder.

 

On August 6, 2017, the Company’s wholly-owned subsidiary completed an agreement to acquire a right to a trade show booth location early in 2018. In connection with this acquisition, the Company issued 100,000 shares of its common stock to the seller.

 

In January 2018, the Company’s wholly owned subsidiary completed an agreement to acquire professional services during 2018 in exchange for 500,000 shares of the company’s common stock. The common stock is to be issued in three stages, 166,667 shares in January 2018, 166,667 shares in May 2018 and the remainder in September 2018. The shares were valued at $.50 per share consistent with valuation of other share issues.

 

In January 2018, the Company issued 300,000 shares of common stock to settle a liability for professional services billed in the amount of $180,000.

 

At September 30, 2018 and December 31, 2017, there were 29,800,058 and 23,771,000 shares of common stock issued and outstanding, respectively.

 

NOTE 13 – WARRANTS AND OPTIONS

 

Since September 16, 2016, in connection with the convertible debenture –related party (see Note 8 – Convertible Debenture – Related Party) the Company issued three year warrants to purchase 2,255,000 shares of the Company’s common stock at $1.00 per share. In conjunction with the conversion of convertible debt at April 30, 2018, the company agreed to reduce the exercise price of the Warrants to $.50 per share. Warrants to purchase 660,000 shares of common stock were exercised generating proceeds of $330,000 during 2018.

 

On June 19, 2017, the Company issued five year warrants to purchase 500,000 shares of the Company’s common stock at $0.50 per share as compensation.

 

As of September 30, 2018, there were 2,095,000 warrants issued and outstanding. As of December 31, 2017, there were 2,635,000 warrants outstanding to acquire additional shares of common stock.

 

The Company evaluates outstanding warrants as derivative liabilities and will recognize any changes in the fair value through earnings. The Company determined that the Warrants have an immaterial fair value at September 30, 2018. The warrants do not trade in a highly active securities market, and as such, the Company estimated the fair value of these common stock equivalents using Black-Scholes and the following assumptions:

 

Expected volatility was based primarily on historical volatility. Historical volatility was computed using daily pricing observations for recent periods. The Company’s common stock has not traded in material volume, so the volatility computation was based on other similarly situated companies. The Company believes this method produced an estimate that was representative of the Company’s expectations of future volatility over the expected term which due to their maturity period as expiry, it was three years. The Company had no reason to believe future volatility over the expected remaining life of these common stock equivalents was likely to differ materially from historical volatility. Expected life was based on three years due to the expiry of maturity. The risk-free rate was based on the U.S. Treasury rate that corresponded to the expected term of the common stock equivalents.


18


 

 

AMERICAN REBEL HOLDINGS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2018

(unaudited)

 

NOTE 13 – WARRANTS AND OPTIONS (CONTINUED)

 

 

 

September 30,

2018

 

December 31,

2017

 

 

(unaudited)

 

(audited)

 

 

 

 

 

Stock Price

$

1.00

$

0.01

Exercise Price

$

1.00

$

1.00

Term (expected in years)

 

3.00

 

3.00

Volatility

 

163.00%

 

111.7%

Annual Rate of Dividends

 

0.0%

 

0.0%

Risk Free Rate

 

2.69%

 

1.98%

 

Stock Purchase Warrants

 

The following table summarizes all warrant activity for the nine months ended September 30, 2018 and the year ended December 31, 2017.

 

 

 

Shares

 

Weighted-Average

Exercise Price

Per Share

 

Remaining

term

 

Intrinsic

value

Outstanding, December 31, 2016

 

600,000

 

$0.50

 

1.09 years

 

-

Granted

 

2,035,000

 

$0.52

 

2.16 years

 

-

Exercised

 

-

 

-

 

-

 

-

Expired

 

-

 

-

 

-

 

-

Outstanding, December 31, 2017

 

2,635,000

 

$0.52

 

2.15 years

 

-

Granted

 

120,000

 

$1.00

 

2.48 years

 

-

Exercised

 

660,000

 

$0.50

 

-

 

-

Expired

 

-

 

-

 

-

 

-

Outstanding and Exercisable at September 30, 2018

 

2,095,000

 

$0.54

 

2.17 years

 

-

 

NOTE 14 – SUBSEQUENT EVENTS

 

The Company evaluated all events that occurred after the balance sheet date of September 30, 2018 through the date the financial statements were issued and determined that there were the following subsequent events.

 

Subsequent to September 30, 2018, the Company raised an additional $150,000 through sale of six month convertible debentures and raised an additional $400,000 through a six month loan.


19


 

 

FORWARD LOOKING STATEMENTS

 

This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are “forward-looking statements” for the purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.

 

Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. We do not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the dates they are made. You should, however, consult further disclosures we make in this Quarterly Report on Form 10-Q, Current Reports on Form 8-K and other reports made under the Exchange Act.

 

Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to:

 

our ability to efficiently manage and repay our debt obligations; 

our inability to raise additional financing for working capital; 

our ability to generate sufficient revenue in our targeted markets to support operations; 

significant dilution resulting from our financing activities; 

actions and initiatives taken by both current and potential competitors; 

supply chain disruptions for components used in our products; 

manufacturers inability to deliver components or products on time; 

our ability to diversify our operations; 

the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require management to make estimates about matters that are inherently uncertain; 

adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations; 

changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate; 

deterioration in general or global economic, market and political conditions; 

inability to efficiently manage our operations; 

inability to achieve future operating results; 

the unavailability of funds for capital expenditures; 

our ability to recruit, hire and retain key employees; 

the inability of management to effectively implement our strategies and business plans; and 

the other risks and uncertainties detailed in this report. 

 

In this form 10-Q references to “American Rebel”, “ARI”, “the Company”, “we,” “us,” “our” and similar terms refer to American Rebel Holdings, Inc. and its wholly owned operating subsidiary, American Rebel, Inc.


20


 

 

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

 

Management’s Discussion and Analysis should be read in along with the financial statements included in this Quarterly Report on Form 10-Q (the “Financial Statements”). The Financial Statements have been prepared in accordance with generally accepted accounting policies in the United States (“GAAP”). Except as otherwise disclosed, all dollar figures included therein and in the following management discussion and analysis are quoted in United States dollars.

 

Operations

 

On June 9, 2016 a change in control occurred, a sixty percent (60%) ownership interest was obtained by American Rebel, Inc. from our former officer and director and founder. On June 17, 2017, the Company acquired the business of its control stockholder accounted for and presented financially as a reverse merger transaction. Our majority stockholder, American Rebel, Inc. became a wholly owned subsidiary of the Company and we distributed shares to the stockholders of American Rebel, Inc. As a result of this reverse merger, the reported operating history of the Company is now the operating history of American Rebel, Inc. Financial statements of both companies are now consolidated and all material intercompany transactions and balances are eliminated.

 

We are a development stage company and have limited financial resources. We have not established a firm source of equity or debt financing. Our independent registered public accounting firm has included an explanatory paragraph in their report filed on May 17, 2018 and included with our Form 10-K emphasizing the uncertainty of our ability to remain as a going concern. An investor or financial statement reader should read our Risk Factors in full.

 

Description of Business

 

Company Overview

 

American Rebel is boldly positioning itself as America’s Patriotic Brand. The Company has identified the market opportunity to design, manufacture, and market innovative concealed carry products. American Rebel accesses its market uniquely through its positioning as America’s Patriotic Brand and the appeal of its products as well as through the profile and public persona of its founder and CEO, Andy Ross. Andy hosted his own television show for 12 years, has made multiple appearances over the years at trade shows, and is well-known in the archery world as the founder of Ross Archery, which was the world’s fastest growing bow company in 2007 and 2008. Andy has also released 3 CDs, done numerous radio and print interviews, and performed many concerts in front of tens of thousands of people. Andy has the ability to present American Rebel to large numbers of potential customers through the appeal of his music and other supporting appearances. For example, his appearance on the History Channel hit show Counting Cars in February 2014 has been viewed by 2 million people or more. Bringing innovative products that satisfy an existing demand to the market through exciting means is the American Rebel blueprint for success.

 

Results of Operations

 

From inception through September 30, 2018, we have generated an operating deficit of $6,773,404. We expect to incur additional losses during the fiscal year ending December 31, 2018 and beyond, principally as a result of our increased investment in inventory, marketing expenses due to product launch, and the initial limited sales of our new products as we seek to establish them in the marketplace.

 

Nine months Ended September 30, 2018 Compared To Nine months Ended September 30, 2017

 

Revenue and cost of goods sold

 

For the nine months ended September 30, 2018, we reported Sales of $86,361, compared to Sales of $28,361 for the nine months ended September 30, 2017. For the nine months ended September 30, 2018, we reported Cost of Sales of $36,224, compared to Cost of Sales of $8,818 for the nine months ended September 30, 2017. For the nine months ended September 30, 2018, we reported Gross Profit of $50,136, compared to Gross Profit of $19,543 for the nine months ended September 30, 2017. Sales of our products began during the fourth quarter of 2016.

 

Operating Expenses

 

Total operating expenses for the nine months ended September 30, 2018 were $1,334,540 compared to $2,423,193 for the nine months ended September 30, 2017 as further described below.


21


 

 

For the nine months ended September 30, 2018, we incurred consulting and business development expenses of $442,215, compared to consulting and business development expenses of $1,881,781 for the nine months ended September 30, 2017. The decrease in consulting and business development expenses relates primarily to expansion of activities in preparation product launch and included a compensation payment in June 2017 of $1,400,000 that was paid through issuance of 2,800,000 shares of common stock and warrants to purchase 500,000 shares of common stock.

 

For the nine months ended September 30, 2018, we incurred product development expenses of $16,118, compared to product development expenses of $35,376 for the nine months ended September 30, 2017. The change in product development expenses relates primarily to change of activities in preparation of product launches.

 

For the nine months ended September 30, 2018, we incurred marketing and brand development expenses of $522,759, compared to marketing and brand development expenses of $282,382 for the nine months ended September 30, 2017. The change in marketing and brand development expenses relates primarily to expansion of activities in preparation of product launches.

 

For the nine months ended September 30, 2018, we incurred general and administrative expenses of $306,928, compared to general and administrative expenses of $178,031 for the nine months ended September 30, 2017. The increase relates primarily to an increase in professional, consulting and operating fees due to the acceleration in our activities in connection with our planned 2018 product launches.

 

For the nine months ended September 30, 2018, we incurred depreciation expense of $46,521, compared to depreciation expense of $45,622 for the nine months ended September 30, 2017. The depreciation relates primarily to acquisition of marketing equipment primarily for trade shows for use in connection with our planned product launches.

 

Other income and expenses

 

For the nine months ended September 30, 2018, we incurred interest expense of $203,145, compared to interest expense of $143,583 for the nine months ended September 30, 2017. For the nine months ended September 30, 2018, we reported a gain on sale of equipment of $0, compared to a gain on sale of equipment of $20,000 for the nine months ended September 30, 2017.

 

Net Loss

 

Net loss for the nine months ended September 30, 2018 amounted to $1,487,549, resulting in a loss per share of $0.05, compared to $2,527,232 for the nine months ended September 30, 2017, resulting in a loss per share of $0.14. The change in the net loss from the nine months ended September 30, 2017 to the nine months ended September 30, 2018 is primarily due to the investment in compensation paid with common stock in 2017, offset by increased inventory and marketing in conjunction with our product launches.

 

Three Months Ended September 30, 2018 Compared To Three Months Ended September 30, 2017

 

Revenue and cost of goods sold

 

For the three months ended September 30, 2018, we reported Sales of $26,831, compared to Sales of $10,164 for the three months ended September 30, 2017. For the three months ended September 30, 2018, we reported Cost of Sales of $11,357, compared to Cost of Sales of $3,314 for the three months ended September 30, 2017. For the three months ended September 30, 2018, we reported Gross Profit of $15,474, compared to Gross Profit of $6,850 for the three months ended September 30, 2017. Sales of our products began during the fourth quarter of 2016.

 

Operating Expenses

 

Total operating expenses for the three months ended September 30, 2018 were $342,344 compared to $350,707 for the three months ended September 30, 2017 as further described below.

 

For the three months ended September 30, 2018, we incurred consulting and business development expenses of $146,272, compared to consulting and business development expenses of $172,171 for the three months ended September 30, 2017. The decrease in consulting and business development expenses relates primarily to expansion of activities in preparation of product launch.

 

For the three months ended September 30, 2018, we incurred product development expenses of $316, compared to product development expenses of $12,860 for the three months ended September 30, 2017. The change in product development expenses relates primarily to change of activities in preparation of several 2018 product launches.

 

For the three months ended September 30, 2018, we incurred marketing and brand development expenses of $127,584, compared to marketing and brand development expenses of $96,789 for the three months ended September 30, 2017. The change in marketing and brand development expenses relates primarily to expansion of activities in preparation of several product launches.


22


 

 

For the three months ended September 30, 2018, we incurred general and administrative expenses of $52,664, compared to general and administrative expenses of $53,380 for the three months ended September 30, 2017. The change relates primarily to an increase n our activities in connection with our product launches.

 

For the three months ended September 30, 2018, we incurred depreciation expense of $15,507, compared to depreciation expense of $15,507 for the three months ended September 30, 2017. The depreciation relates primarily to acquisition of marketing equipment primarily for trade shows for use in connection with our product launches.

 

Other income and expenses

 

For the three months ended September 30, 2018, we incurred interest expense of $50,345, compared to interest expense of $121,893 for the three months ended September 30, 2017.

 

Net Loss

 

Net loss for the three months ended September 30, 2018 amounted to $377,215, resulting in a loss per share of $0.01, compared to $465,751 for the three months ended September 30, 2017, resulting in a loss per share of $0.02. The change in the net loss from the three months ended September 30, 2017 to the three months ended September 30, 2018 is primarily due to the change in inventory and marketing in anticipation of our product launches.

 

Liquidity and Capital Resources

 

We are a development stage company and realized minimal revenue from our planned operations. We have a working capital deficit of $302,024 at December 31, 2017 and $567,851 at September 30, 2018, and have incurred a deficit of $6,773,404 from inception to September 30, 2018. We have funded operations primarily through the issuance of capital stock, convertible debt and other securities.

 

During the nine months ended September 30, 2018, we raised net cash of $330,000 by issuance of common shares in exercise of warrants, as compared to $0 for the nine months ended September 30, 2017. During the nine months ended September 30, 2018, we raised net cash of $120,000 through the issuance of convertible promissory notes, as compared to $1,064,164 for the nine months ended September 30, 2017. During the nine months ended September 30, 2018, we raised net cash of $550,000 through the issuance of notes payable secured by Inventory, as compared to $250,000 for the nine months ended September 30, 2017. During the nine months ended September 30, 2018, we repaid $48,930 on loans received from our CEO, as compared to $117,005 that we repaid in loans from our CEO during the nine months ended September 30, 2017.

 

As we proceed with the launch of our American Rebel concealed carry product line we have devoted and expect to continue to devote significant resources in the areas of capital expenditures and marketing, sales, and operational expenditures.

 

We expect to require additional funds to further develop our business plan, including the anticipated launch of additional products in addition to the launch of our concealed carry product line. Since it is impossible to predict with certainty the timing and amount of funds required to establish profitability, we anticipate that we will need to raise additional funds through equity or debt offerings or otherwise in order to meet our expected future liquidity requirements. Any such financing that we undertake will likely be dilutive to existing stockholders.

 

In addition, we expect to also need additional funds to respond to business opportunities and challenges, including our ongoing operating expenses, protecting our intellectual property, developing or acquiring new lines of business and enhancing our operating infrastructure. While we may need to seek additional funding for such purposes, we may not be able to obtain financing on acceptable terms, or at all. In addition, the terms of our financings may be dilutive to, or otherwise adversely affect, holders of our common stock. We may also seek additional funds through arrangements with collaborators or other third parties. We may not be able to negotiate any such arrangements on acceptable terms, if at all. If we are unable to obtain additional funding on a timely basis, we may be required to curtail or terminate some or all of our product lines.

 

Critical Accounting Policies

 

The preparation of financial statements and related footnotes requires us to make judgments, estimates, and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.

 

An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements.


23


 

 

Financial Reporting Release No. 60 requires all companies to include a discussion of critical accounting policies or methods used in the preparation of financial statements. There are no critical policies or decisions that rely on judgments that are based on assumptions about matters that are highly uncertain at the time the estimate is made. Note 1 to the financial statements, included elsewhere in this report, includes a summary of the significant accounting policies and methods used in the preparation of our financial statements.

 

Emerging Growth Company - We qualify as an “emerging growth company” under the recently enacted Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, among other things, we will not be required to:

 

Have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; 

 

Submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency” 

 

Obtain shareholder approval of any golden parachute payments not previously approved; and 

 

Disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executives compensation to median employee compensation. 

 

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

 

We will remain an “emerging growth company” until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion; (ii) the fifth anniversary of our first sale of common equity pursuant to an effective registration statement; (iii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that are held by non-affiliates exceeds $700 million as of the last business day of our most recently completed third fiscal quarter; or (iv) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

We are an emerging growth company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Our Chief Executive Officer and Principal Financial Officer, Charles A. Ross, Jr., evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Report. Based on the evaluation, Mr. Ross concluded that our disclosure controls and procedures are effective in timely alerting him to material information relating to us required to be included in our periodic SEC filings. The Company hired a financial expert with the experience in creating and managing internal control systems as well to continue to improve the effectiveness of our internal controls and financial disclosure controls.

 

Changes in Internal Control over Financial Reporting

 

There has been no change in the Company’s internal controls over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

 

Internal control systems, no matter how well designed and operated, have inherent limitations. Therefore, even a system which is determined to be effective cannot provide absolute assurance that all control issues have been detected or prevented. Our systems of internal controls are designed to provide reasonable assurance with respect to financial statement preparation and presentation.


24


 

 

PART II: OTHER INFORMATION

 

Item 1 - Legal Proceedings

 

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

 

Item 1a – Risk Factors

 

Our significant business risks are described in Item 1A to Form 10-K for the year ended December 31, 2017 filed on May 17, 2018 to which reference is made herein.

 

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds

 

On July 6, 2017, in connection with the sale of a $250,000 secured promissory note, the Company issued 250,000 shares of restricted common stock to the noteholder.

 

On August 6, 2017, the Company issued 100,000 shares of common stock in connection with the acquisition by its wholly-owned operating subsidiary of an exclusive right to a trade show booth location.

 

In January, May and September 2018, the Company issued a total of 500,000 shares of common stock as compensation for professional services to be performed during 2018.

 

In January, 2018, the Company issued 300,000 shares of common stock as compensation in settlement of professional services billed at $180,000.

 

Subsequent Issuances After Quarter-End

 

Subsequent to September 30, 2018, the Company issued no additional shares of common stock.

 

All of the above-described issuances were exempt from registration pursuant to Section 4(a)(2) and/or Regulation D of the Securities Act as transactions not involving a public offering. With respect to each transaction listed above, no general solicitation was made by either the Company or any person acting on its behalf. All such securities issued pursuant to such exemptions are restricted securities as defined in Rule 144(a)(3) promulgated under the Securities Act, appropriate legends have been placed on the documents evidencing the securities, and may not be offered or sold absent registration or pursuant to an exemption therefrom.

 

Issuer Purchases of Equity Securities

 

We did not repurchase any of our equity securities during the quarter ended September 30, 2018.

 

Item 3 – Defaults upon Senior Securities

 

None

 

Item 4 – Mine Safety Disclosures

 

Not applicable.

 

Item 5 – Other Information

 

Effective November 15, 2017, our name change from CubeScape, Inc. to American Rebel Holdings, Inc. was accepted by FINRA and our over-the-counter trading symbol was changed to “AREB”.


25


 

Item 6 – Exhibits

 

American Rebel Holdings, Inc. includes by reference the following exhibits:

 

3.1*

 

Articles of Incorporation

 

 

 

3.2*

 

Bylaws of CubeScape, Inc.

 

 

 

3.3

 

Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.3 to Form 8-K, filed January 10, 2017)

 

 

 

4.1

 

$250,000 Note (Incorporated by reference to Exhibit 4.1 to Form 8-K, filed July 12, 2017

 

 

 

 

10.1*

 

Conflict of Interest Agreement

 

 

 

10.2

 

Amended Stock Purchase and Reorganization Agreement (Incorporated by reference to Exhibit 10.3 to Form 8-K, filed June 22, 2017)

 

 

 

10.3

 

Loan Agreement (Incorporated by reference to Exhibit 10.1 to Form 8-K, filed July 12, 2017

 

 

 

 

10.4

 

Security Agreement (Incorporated by reference to Exhibit 10.2 to Form 8-K, filed July 12, 2017

 

 

 

 

10.5

 

Guaranty (Incorporated by reference to Exhibit 10.3 to Form 8-K, filed July 12, 2017

 

 

 

 

31.1#

 

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

31.2#

 

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

32.1#

 

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

101.INS

 

XBRL Instance Document**

101.SCH

 

XBRL Taxonomy Extension Schema**

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase**

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase**

101.LAB

 

XBRL Taxonomy Extension Labels Linkbase**

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase**

 

* Filed with initial filing of the Company’s registration statement on Form S-1, August 4, 2015.

 

# Filed herewith.

 

** The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.


26


 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

Dated: November 19, 2018

 

AMERICAN REBEL HOLDINGS, INC.

(Registrant)

 

By: /s/ Charles A. Ross, Jr.

By: Charles A. Ross, Jr.,

President, CEO, Principal Executive Officer,

Treasurer, Chairman, CFO, Principal Financial Officer and Principal Accounting Officer


27

 

Exhibit 31.1 Certification by Chief Executive Officer

 

I, Charles A. Ross, Jr., certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q of American Rebel Holdings, Inc.; 

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit 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 report; 

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: 

 

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; 

 

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; 

 

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and 

 

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): 

 

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and 

 

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. 

 

 

Date: November 19, 2018

 

By: /s/ Charles A. Ross, Jr.

By: Charles A. Ross, Jr.,

President, CEO, Principal Executive Officer,

Treasurer, Chairman, CFO, Principal Financial Officer

and Principal Accounting Officer

 

 

 

 

Exhibit 31.2

 

I, Charles A. Ross, Jr., certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q of American Rebel Holdings, Inc.; 

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit 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 report; 

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: 

 

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; 

 

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; 

 

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and 

 

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): 

 

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and 

 

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. 

 

 

Date: November 19, 2018

 

By: /s/ Charles A. Ross, Jr.

By: Charles A. Ross, Jr.,

President, CEO, Principal Executive Officer,

Treasurer, Chairman, CFO, Principal Financial Officer

and Principal Accounting Officer

 

 

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of American Rebel Holdings, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2018, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Charles A. Ross, Jr., Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

By: /s/ Charles A. Ross, Jr.

By: Charles A. Ross, Jr.,

President, CEO, Principal Executive Officer,

Treasurer, Chairman, CFO, Principal Financial Officer

and Principal Accounting Officer

 

November 19, 2018

 

The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350 of Chapter 63 of Title 18 of the United States Code) and is not being filed as part of the Report or as a separate disclosure document.