AMERICAN REBEL HOLDINGS INC (Form: 10-Q, Received: 06/18/2019 17:08:54)

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 March 31, 2019

[ ] 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

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 [X] No [ ]

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]

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
[X]	Non-accelerated filer	[X]	Smaller reporting company
		[X]	Emerging growth company

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 June 10, 2019 was 30,312,058 shares.

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 March 31, 2019 (unaudited) and December 31, 2018 (audited)	4
	Consolidated Condensed Statements of Operations of American Rebel Holdings, Inc. for the three months ended March 31, 2019 and 2018 (unaudited)	5
	Consolidated Condensed Statements of Stockholders Deficit of American Rebel Holdings, Inc. for the three months ended March 31, 2019 and 2018 (unaudited)	6
	Consolidated Condensed Statements of Cash Flows of American Rebel Holdings, Inc. for the three months ended March 31, 2019 and 2018 (unaudited)	7
	Notes to the Financial Statements (unaudited)	8

Item 2.	Management’s Discussion and Analysis	20
Item 3.	Quantitative and Qualitative Disclosures about Market Risk.	22
Item 4.	Controls and Procedures	22
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Defaults upon Senior Securities	24
Item 4.	Mine Safety Disclosure	24
Item 5.	Other Information	24
Item 6.	Exhibits	25
Signatures		26

Part I. Financial Information

Item 1.- Interim Consolidated Financial Statements (unaudited)

AMERICAN REBEL HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

		March 31, 2019 (unaudited)		December 31, 2018 (audited)
ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	80,483	$	19,631
Accounts Receivable		-		682
Prepaid expense		170,195		117,300
Inventory		718,467		520,154
Inventory deposits		111,650		248,729
Total Current Assets		1,080,795		906,496

Property and Equipment, net		113,511		129,018

OTHER ASSETS:
Lease Deposit		6,841		6,841
Total Other Assets		6,841		6,841

TOTAL ASSETS	$	1,201,147	$	1,042,355

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

CURRENT LIABILITIES:
Accounts payable and accrued expense	$	324,552	$	319,623
Accrued Interest – Convertible Debenture – Related Party		221,049		171,786
Loan – Officer - Related party		16,588		16,588
Loan – Working Capital, net of discounts of $45,666 and $0		1,681,749		1,165,787
Loans - Nonrelated parties		111,808		120,993
Total Current Liabilities		2,355,746		1,794,777

Convertible Debenture –Related party, net of discounts of $204,610 and $227,110		140,390		117,890
TOTAL LIABILITIES		2,496,136		1,912,667

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; 30,312,058 and 29,912,058 issued and outstanding, respectively at March 31, 2019 and December 31, 2018		30,312		29,912
Additional paid in capital		6,720,881		6,387,335
Accumulated deficit		(8,046,182)		(7,287,559)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		(1,294,989)		(870,312)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	1,201,147	$	1,042,355

See Notes to Financial Statements.

AMERICAN REBEL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS


		For the three months ended March 31, 2019 (unaudited)		For the three months ended March 31, 2018 (unaudited)
Revenue	$	70,015	$	28,316
Cost of goods sold		28,299		11,605
Gross margin		41,716		16,711

Expenses:
Consulting – business development		248,037		129,882
Product development costs		41,133		7,936
Marketing and brand development costs		179,160		223,154
Administrative and other		95,333		181,097
Depreciation expense		15,507		15,507
		579,170		557,577
Operating income (loss)		(537,454)		(540,866)

Other Income (Expense)
Interest expense		(221,169)		(86,491)
Net income (loss) before income tax provision		(758,623)		(627,357)
Provision for income tax		-		-
Net income (loss)	$	(758,623)	$	(627,357)
Basic and diluted income (loss) per share	$	(0.03)	$	(0.03)
Weighted average common shares outstanding - basic and diluted		30,208,000		24,160,000

See Notes to Financial Statements.

AMERICAN REBEL HOLDINGS, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

	Common Stock		Common Stock Amount		Additional Paid-in Capital		Accumulated Deficit		Total
Balance – December 31, 2017	23,771,000	$	23,771	$	3,022,947	$	(5,285,855)	$	(2,239,137)
Common Stock issued as compensation.	466,667		467		262,867		-		263,334
Net loss	-		-		-		(627,357)		(627,357)

Balance – March 31, 2018 (unaudited)	24,237,667	$	24,238	$	3,285,814	$	(5,913,212)	$	(2,603,160)

	Common Stock		Common Stock Amount		Additional Paid-in Capital		Accumulated Deficit		Total
Balance – December 31, 2018-	29,912,058	$	29,912	$	6,387,335	$	(7,287,559)	$	(870,312)
Common Stock issued as compensation.	400,000		400		232,100		-		232,500
Convertible Debenture Discount	-		-		101,446		-		101,446
Net loss	-		-		-		(758,623)		(758,623)
Balance – March 31, 2019 (Unaudited)-	30,312,058	$	30,312	$	6,720,881	$	(8,046,182)	$	(1,294,989)

See Notes to Financial Statements.

AMERICAN REBEL HOLDINGS, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

		For the three months ended March 31, 2019 (unaudited)		For the three months ended March 31, 2018 (unaudited)
CASH FLOW FROM OPERATING ACTIVITIES:
Net income (loss)	$	(758,623)	$	(627,357)
Depreciation		15,507		16,340
Compensation paid through issuance of common stock		80,000		157,483
Amortization of loan discount		153,280		5,000
Adjustments to reconcile net loss to cash (used in) operating activities:
Change in accounts receivable		682		-
Change in prepaid expenses		27,105		75,086
Change in inventory		(198,313)		6,928
Change in inventory deposits		137,079		(100,000)
Change in accounts payable and accrued expense		54,192		176,025
Net Cash (Used in) Operating Activities		(489,091)		(290,495)

CASH FLOW FROM INVESTING ACTIVITIES:
Property and equipment purchased		-		-
Net Cash (Used in) Investing Activities		-		-

CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds (repayments) of loans – officer - related party		-		(6,430)
Proceeds of convertible debentures		-		25,000
Proceeds of exercise of Warrants		2,500		-
Proceeds of working capital loan		612,000		250,000
Repayment of loans – nonrelated party		(64,556)		(28,383)
Net Cash Provided by Financing Activities		549,944		240,187

CHANGE IN CASH		60,853		(50,308

CASH AT BEGINNING OF PERIOD		19,631		70,798

CASH AT END OF PERIOD	$	80,483	$	20,490

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for:
Interest	$	18,626	$	18,047
Income taxes	$	-	$	-

Non-cash investing and financing activities:
Investment eliminated through merger and consolidation	$	-	$	-

See Notes to Financial Statements.

AMERICAN REBEL HOLDINGS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2019

(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 the 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, 2018 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.

AMERICAN REBEL HOLDINGS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2019

(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.

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 $179,160 and $223,154 for the three-month periods ended March 31, 2019 and 2018, respectively.

Fair Value of Financial Instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2019 and December 31, 2018, 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.

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.

AMERICAN REBEL HOLDINGS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2019

(unaudited)

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

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.

During January 2018, the Company recorded $157,483 in compensation expense, increased prepaid expense $31,251, and reduced Accrued expense $74,600 with the issuance of 466,667 shares of common stock. The common stock was valued at prices of $0.50 and $0.60 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 and negotiation with a vendor.

During January 2019, the Company recorded $178,505 in compensation expense, increased prepaid expense $80,000, and increased Discount on debt $57,467 with the issuance of 400,000 shares of common stock and 175,000 warrants to purchase common stock. The common stock was valued at prices of $0.65 to $0.76 per share consistent with market prices at the date of the transaction.

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 March 31, 2019 and December 31, 2018, 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.

AMERICAN REBEL HOLDINGS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2019

(unaudited)

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The Company classifies tax-related penalties and net interest as income tax expense. For the three month period ended March 31, 2019 and 2018, 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 March 31, 2019 and believes that none have a material effect on the Company’s financial statements except for the following.

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, 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 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.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The objective of ASU 2016-02 is to recognize lease assets and lease liabilities by lessees for those leases classified as operating leases under previous U.S. GAAP. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption of ASU 2016-02 is permitted. The Company is evaluating the effects adoption of this guidance will have on its consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, Clarification on Classification of Certain Cash Receipts and Cash Payments on the Statement of Cash Flows , to create consistency in the classification of eight specific cash flow items. This standard is effective for calendar-year SEC registrants beginning in 2018. The Company is evaluating the effects adoption of this guidance will have on its consolidated financial statements.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows - Restricted Cash (Topic 230), which amends the existing guidance relating to the disclosure of restricted cash and restricted cash equivalents on the statement of cash flows. ASU 2016-18 is effective for the fiscal year beginning after December 15, 2017, and interim periods within that fiscal year, and early adoption is permitted. The Company is evaluating the impact of adoption of ASU 2016-18 on its Consolidated Statements of Cash Flows.

In May 2017, the FASB issued ASU 2017-09, Stock Compensation (Topic 718)-Scope of Modification Accounting , to provide guidance on determining which changes to terms and conditions of share-based payment awards require an entity to apply modification accounting under Topic 718. The ASU is effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods. The Company is evaluating the effects adoption of this guidance will have on its consolidated financial statements.

AMERICAN REBEL HOLDINGS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2019

(unaudited)

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260)-Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. The amendments in Part I of the ASU change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments in Part II recharacterize the indefinite deferral of certain provisions of Topic 480 with a scope exception and do not have an accounting effect. The ASU is effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods. The Company is evaluating the effects adoption of this guidance will have on its consolidated financial statements.

In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815)-Targeted Improvements to Accounting for Hedging Activities. The new guidance is intended to more closely align hedge accounting with entities’ hedging strategies, simplify the application of hedge accounting, and increase the transparency of hedging programs. The ASU is effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods. The Company is evaluating the effects adoption of this guidance will have on its consolidated financial statements.

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 three months ended March 31, 2019 and 2018 of ($758,623) and ($627,357), respectively. The Company’s accumulated deficit was ($8,046,182) as of March 31, 2019 and ($7,287,559) as of December 31, 2018. The Company’s working capital deficit was ($1,274,951) as of March 31, 2019 and a deficit of ($888,280) as of December 31, 2018. 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 holders of its warrants will execute their outstanding warrants generating investment capital for the Company. Management is also in discussion with several investment banks and broker dealers regarding the initiation of a capital campaign.

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.

AMERICAN REBEL HOLDINGS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2019

(unaudited)

NOTE 3- INVENTORY AND DEPOSITS

Inventory and deposits includes the following:

		March 31, 2019 (unaudited)		December 31, 2018 (audited)
Inventory - Finished goods	$	718,467	$	520,154
Inventory deposits		111,650		248,729
		830,117		768,883
Less: Reserve for excess and obsolete		-		-
Net inventory and deposits	$	830,117	$	768,883

NOTE 4 – PROPERTY AND EQUIPMENT

Property and equipment includes the following:

		March 31, 2019 (unaudited)		December 31, 2018 (audited)

Marketing equipment	$	32,261	$	32,261
Vehicles		277,886		277,886
		310,147		310,147
Less: Accumulated depreciation		(196,636)		(181,129)
Net property and equipment	$	113,511	$	129,018

For the three months ended March 31, 2019 and 2018 we recognized $15,507 and $15,507 in depreciation expense, respectively. 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 5 –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, 2018 was $16,588. During the three months ended March 31, 2019, the company repaid $0 of these loans resulting in a balance at March 31, 2019 of $16,588. These loans are due on demand and carry no interest.

During the year ended December 31, 2018, the Company entered into several convertible debt instruments with stockholders in the amount of $270,000, for a total of $345,000. The Company accrued interest expense on this convertible debt of $137,714, for a total of $40,698 at March 31, 2019. Since public trading of the Company’s common stock began in 2018, the Company determined a Beneficial Conversion Discount of $270,000 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 March 31, 2019 was $140,390.

During the year ended December 31, 2018, holders of convertible debentures exercised their rights to convert the debt of $2,060,000 and accrued interest of $280,529 to 4,681,058 shares of common stock. Of the total amount borrowed under the convertible debt and exercise of warrants, $2,664,787 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. This loan is eliminated in consolidation.

Charles A. Ross, Jr. serves as the Company’s sole officer and director. Compensation for Mr. Ross was $53,500 and $50,000, respectively for the three months ended March 31, 2019 and 2018.

AMERICAN REBEL HOLDINGS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2019

(unaudited)

NOTE 6 – 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 March 31, 2019 and December 31, 2018.

		March 31, 2019 (unaudited)		December 31, 2018 (audited)
Loan secured by a tour bus, payable in monthly payments of $2,710 including interest at 12% per annum through June 2020.	$	43,764	$	52,929

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	$	111,808	$	120,993

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 7 – 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. In October and December, 2018 the Company’s wholly-owned operating subsidiary completed the sale of additional notes under similar terms in the additional principal amount totaling $425,000. 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 note holder 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.

During the three months ending March 31, 2019, the Company and the Company’s wholly-owned operating subsidiary completed the sale of additional short term notes under similar terms in the additional principal amount totaling $612,000. The notes are secured by a pledge of certain of the Company’s current inventory and the chief executive officer’s personal guaranty. These short term working capital notes mature in 30-120 days. In connection with these notes, the Company issued 100,000 shares of its common stock, warrants to purchase 75,000 shares of its common stock and a conversion feature for 300,000 shares at $0.50 per share. The fair value of these share incentives was calculated to be $171,446. The fair value of the share incentives was recorded as a discount to the note payable and the discount was amortized over the term of those agreements to interest expense using the straight-line method that approximates the effective interest method. Interest expense recorded as a result of amortization of discount for the three months ended March 31, 2019 is $125,781. As of March 31, 2019 and December 31, 2018, the outstanding balance due on the working capital notes was $1,681,749 and $1,165,787, respectively.

NOTE 8- CONVERTIBLE DEBENTURE – RELATED PARTY

Since September 16, 2016, the Company sold convertible debentures in the amount of $2,405,000 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 2,405,000 shares of the Company’s common stock at $1.00 per share. As of December 31, 2018, the Company received $2,405,000 under this convertible debenture. In April and November, 2018, debentures with face value of $2,060,000 plus accrued interest of $280,529 were converted into 4,681,058 shares of common stock. As of December 31, 2018, the Company had a face value of $345,000 due under this convertible debenture.

AMERICAN REBEL HOLDINGS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2019

(unaudited)

NOTE 8- CONVERTIBLE DEBENTURE – RELATED PARTY(CONTINUED)

The convertible debenture holder, based on its agreement, with maturities beginning September 16, 2019 has the option to convert their principal and interest into 690,000 (plus 81,388 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, 2018 and a discount of $204,610 at March 31, 2019.

During the year ended December 31, 2018, the Company sold convertible debt instruments in the amount of $270,000. Since public trading of the Company’s common stock began in 2018, the Company determined a beneficial conversion discount of $270,000 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 March 31, 2019 was $140,390.

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. Since public trading of the common stock began in 2018, market price of the Company’s traded stock has ranged from $0.15 to $2.50 per share.

As of March 31, 2019, the outstanding balance due the convertible debentures holders was $345,000, including $0 in original issue discount or interest.

NOTE 9 – EMBEDDED DERIVATIVES – FINANCIAL INSTRUMENTS

Since September 2016 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.

AMERICAN REBEL HOLDINGS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2019

(unaudited)

NOTE 9 – EMBEDDED DERIVATIVES – FINANCIAL INSTRUMENTS (CONTINUED)

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 March 31, 2019 was $0. The Company did not record any expense associated with the embedded derivatives at March 31, 2019. No embedded derivative expense was realized as there was no change in the conversion price.

NOTE 10 – INCOME TAXES

At March 31, 2019 and December 31, 2018, the Company had a net operating loss carryforward of $8,046,182and $7,287,559, respectively, which begins to expire in 2034.

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

		March 31, 2019 (unaudited)		December 31, 2018 (audited)
Deferred tax asset:
Net operating loss carryforward	$	1,689,698	$	1,530,387
Total deferred tax asset		1,689,698		1,530,387
Less: Valuation allowance		(1,689,698)		(1,530,387)
Net deferred tax asset	$	-	$	-

Valuation allowance for deferred tax assets as of March 31, 2019 and December 31, 2018 was $1,689,698and $1,530,387, 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 March 31, 2019 and December 31, 2018 and recognized 100% valuation allowance for each period.

Reconciliation between the statutory rate and the effective tax rate for both periods and as of December 31, 2018:

Federal statutory rate	(21.0)	%
State taxes, net of federal benefit	(0.0)	%
Change in valuation allowance	21.0	%
Effective tax rate	0.0	%

AMERICAN REBEL HOLDINGS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2019

(unaudited)

NOTE 11 – 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

In January 2018, the Company issued 467,667 shares of its common stock to pay professional and consulting fees and recorded an expense based on fair market value of $0.50 and $0.60 per share for a total expense of $263,334.

In January 2019, the Company issued a 30 day warrant to purchase 250,000 shares of its common stock at a price of $0.01 per share to pay consulting fees. Total fair value of $160,000 was recorded as an expense of $80,000 at March 31, 2019 and prepaid expense of $80,000 for the remaining three months of the consulting agreement. The warrants were exercised and 250,000 shares of common stock were issued.

In January 2019, the Company’s wholly-owned operating subsidiary completed the sale of a secured promissory note in the principal amount of $300,000 with an interest rate of 16.66% per annum to a private investor. The note is secured by a pledge of all of the Company’s current inventory and the chief executive officer’s personal guaranty. This working capital note matures in 120 days. In connection with this note, the Company issued 100,000 shares of its common stock to the note holder.

In May 2019, the Company identified 50,000 shares of common stock in its subsidiary that had been awarded at date of incorporation but not recorded by the Company. The share count was corrected to include these shares valued at Par value of $0.001.

At March 31, 2019 and December 31, 2018, there were 30,312,058 and 29,912,058 shares of common stock issued and outstanding, respectively.

NOTE 12 – WARRANTS AND OPTIONS

In January 2019, the Company issued three-year and five-year warrants to purchase 75,000 shares of the Company’s common stock at $1.00 per share in conjunction with working capital loans totaling $75,000.

As of March 31, 2019, there were 2,320,000 warrants issued and outstanding. As of December 31, 2018, there were 2,245,000 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 March 31, 2019. 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 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.

AMERICAN REBEL HOLDINGS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2019

(unaudited)

NOTE 12 – WARRANTS AND OPTIONS (CONTINUED)

		March 31, 2019 (unaudited)		December 31, 2018 (audited)

Stock Price	$	.76	$	.70
Exercise Price	$	1.00	$	1.00
Term (expected in years)		3.00		3.00
Volatility		266.9%		163.0%
Annual Rate of Dividends		0.0%		0.0%
Risk Free Rate		2.51%		2.69%

Stock Purchase Warrant

The following table summarizes all warrant activity for the year ended December 31, 2018 and the three months ended March 31, 2019.

	Shares	Weighted-Average Exercise Price Per Share	Remaining term	Intrinsic value
Outstanding, December 31, 2017	2,635,000	$0.91	1.69 years	-
Granted	270,000	$1.00	1.35 years	-
Exercised	660,000	$0.50	-	-
Expired	-	-	-	-
Outstanding and Exercisable at December 31, 2018	2,245,000	$0.58	0.93 years	-

Granted	325,000	$0.24	1.06 years	-
Exercised	250,000	$0.01	-	-
Expired	-	-	-	-
Outstanding and Exercisable at March 31, 2019	2,320,000	$0.59	1.00 years	-

NOTE 13 – SUBSEQUENT EVENTS

The Company evaluated all events that occurred after the balance sheet date of March 31, 2019 through the date the financial statements were issued and determined that there were the following subsequent events:

Subsequent to March 31, 2019, the Company received an additional $425,000 under a $450,000 working capital loan secured by inventory dated May 1, 2019 that will mature on May 1, 2020.

Subsequent to March 31, 2019, the Company repaid a $25,000 loan that matured on April 15, 2019 and entered into a new loan on May 10, 2019 with the same investor for $50,000 that will mature on August 8, 2019.

Subsequent to March 31, 2019, the Company repaid a $50,000 loan that matured on April 2, 2019 and entered into a new loan on April 29, 2019 with the same investor for $50,000 that will mature on October 29, 2019.

Subsequent to March 31, 2019, the Company is in negotiations to extend a $130,000 loan that matured on April 5, 2019 and a $55,000 loan that matured March 15, 2019.

The Company terminated a social media marketing agreement as of April 1, 2019 and is interviewing other social media marketing companies to potentially engage their assistance with the Company’s social media marketing.

FORWARD LOOKING STATEMENTS

This document contains “forward-looking statements”. All statements other than statements of historical fact are “forward-looking statements” for 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.

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

Management’s Discussion and Analysis should be read 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

We are a company with 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 April 5, 2019 and included with our Form 10-K filed on April 5, 2019 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 March 31, 2019, we have generated an operating deficit of $8,046,182. We expect to incur additional losses during the fiscal year ending December 31, 2019 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.

Three Months Ended March 31, 2019 Compared To Three Months Ended March 31, 2018

Revenue and cost of goods sold

For the three months ended March 31, 2019, we reported Sales of $70,015, compared to Sales of $28,316 for the three months ended March 31, 2018. For the three months ended March 31, 2019, we reported Cost of Sales of $28,299, compared to Cost of Sales of $11,605 for the three months ended March 31, 2018. For the three months ended March 31, 2019, we reported Gross Profit of $41,716, compared to Gross Profit of $16,711 for the three months ended March 31, 2018. Sales of our products began during the fourth quarter of 2016.

Operating Expenses

Total operating expenses for the three months ended March 31, 2019 were $579,170 compared to $557,577 for the three months ended March 31, 2018 as further described below.

For the three months ended March 31, 2019, we incurred consulting and business development expenses of $248,037, compared to consulting and business development expenses of $129,882 for the three months ended March 31, 2018. The change in consulting and business development expenses relates primarily to expansion of activities in preparation of 2018 product launch.

For the three months ended March 31, 2019, we incurred product development expenses of $41,133, compared to product development expenses of $7,936 for the three months ended March 31, 2018. The change in product development expenses relates primarily to change of activities in preparation of several 2018 product launches.

For the three months ended March 31, 2019, we incurred marketing and brand development expenses of $179,160, compared to marketing and brand development expenses of $223,154 for the three months ended March 31, 2018. The change in marketing and brand development expenses relates primarily to expansion of activities including major trade shows in conjunction with the several 2018 product launches.

For the three months ended March 31, 2019, we incurred general and administrative expenses of $95,333, compared to general and administrative expenses of $181,097 for the three months ended March 31, 2018. The change relates primarily to a change in professional, consulting and operating fees due to the merger completed in June 2017 and the change in our activities in connection with our 2018 product launches.

For the three months ended March 31, 2019, we incurred depreciation expense of $15,507, compared to depreciation expense of $15,507 for the three months ended March 31, 2018. The change relates primarily to acquisition of marketing equipment primarily for trade shows for use in connection with our 2018 product launches.

Other income and expenses

For the three months ended March 31, 2019, we incurred interest expense of $221,169, compared to interest expense of $86,491 for the three months ended March 31, 2018. During the three months ended March 31, 2019, we recorded $153,280 in interest expense by amortization of the discount of $125,000 recorded for the issuance of 250,000 shares of common stock in connection with a working capital loan.

Net Loss

Net loss for the three months ended March 31, 2019 amounted to $758,623, resulting in a loss per share of $0.03, compared to $627,357 for the three months ended March 31, 2018, resulting in a loss per share of $0.03. The increase in the net loss from the three months ended March 31, 2018 to the three months ended March 31, 2019 is primarily due to the investment in compensation, inventory and marketing in conjunction of our 2018 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 $888,280 at December 31, 2018 and $1,274,951 at March 31, 2019, and have incurred a deficit of $8,046,182 from inception to March 31, 2019. We have funded operations primarily through the issuance of capital stock, convertible debt and other securities.

During the three months ended March 31, 2019, we raised net cash of $0 by issuance of common shares, as compared to $0 for the three months ended March 31, 2018. During the three months ended March 31, 2019, we raised net cash of $25,000 through the issuance of convertible promissory notes, as compared to $0 for the three months ended March 31, 2018. During the three months ended March 31, 2019, we raised net cash of $612,000 through the issuance of notes payable secured by inventory, as compared to $200,000 for the three months ended March 31, 2018. During the three months ended March 31, 2019, we repaid $0 on loans received from our CEO, as compared to $6,430 that we repaid in loans from our CEO during the three months ended March 31, 2018.

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.

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.

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

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item. However, we detailed significant business risks in Item 1A to our Form 10-K for the year ended December 31, 2018 filed on April 5, 2019, to which reference is made herein.

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

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 there from.

Issuer Purchases of Equity Securities

We did not repurchase any of our equity securities during the quarter ended March 31, 2019.

Item 3 – Defaults upon Senior Securities

As previously disclosed on NOTE 6, a loan assumed by the Company January 1, 2016 for a promotional vehicle is past due. Interest continues to accrue and by mutual agreement of the parties the outstanding balance will be addressed upon the securing of significant equity investment in the Company.

Item 4 – Mine Safety Disclosures

Not applicable.

Item 5 – Other Information

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)
10.6 #		$250,000 Working Capital Loan Agreement, Note, and Security Agreement dated June 29, 2018
10.7 #		Notice of Amendment to June 29, 2018 Note
10.8 #		$50,000 Convertible Term Note dated October 2, 2018.
10.9 #		$100,000 Convertible Term Note dated October 5, 2018.
10.10 #		$400,000 Working Capital Loan Agreement and Note dated November 1, 2018
10.11 #		$130,000 Loan and Security Agreement to invest in safe inventory dated January 2, 2019.
10.12 #		$55,000 Loan Agreement dated January 14, 2019.
10.13 #		$25,000 Loan Agreement dated January 15, 2019.
10.14 #		$300,000 Loan Agreement dated January 22, 2019.
10.15 #		$150,000 Convertible Term Note dated March 1, 2019.
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.

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: June 18, 2019

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

LOAN AGREEMENT

THIS AGREEMENT made this 29th day of June 2018 by and among each person/entity listed on the signature page hereto (each individually a “Lender,” and collectively the “Lenders”) and AMERICAN REBEL, INC., a Nevada corporation (“Borrower”).

WITNESSETH:

WHEREAS, Borrower desires to obtain loans from Lenders to serve Borrower’s business needs; and,

WHEREAS, Lenders are willing to enter into loan transactions with Borrower on the terms and conditions as set forth in this Agreement; and,

NOW THEREFORE, for Ten and no/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by all parties, the parties agree as follows:

1. Lenders agree to loan the principal sum of Five Hundred Thousand and no/100 Dollars ($500,000.00) to Borrower that will be evidenced by separate Borrower’s negotiable promissory notes in the form set forth as Exhibit “1” (“Note”) attached hereto and incorporated herein by reference.

2. Borrower hereby pledges as collateral security for the Note a first priority security interest in the inventory set forth on Exhibit “3” (“Inventory”) to be located at 9641 Lackman Road, Lenexa, Kansas 66219, (or such other location to which such inventory shall be moved with advance written notice of such other location to Lender), as more fully set forth in the Security Agreement provided as part of this transaction and attached hereto as Exhibit 2.

3. Borrower further warrants and represents that its CEO/president, Charles A. Ross, Jr., has actual authority by Borrower’s Board of Directors to enter into this transaction with

Lender on the terms set forth herein.

IN WITNESS WHEREOF the parties have executed this Agreement on the dates set forth each signature below.

BORROWER:
AMERICAN REBEL, INC.

By:	/s/Charles A. Ross, Jr.			Date: June 29, 2018
	Charles A. Ross, Jr., as president and CEO

LENDERS:
	/s/ Gregory Burbelo			Date: June 29, 2018

	Dr. Gregory Burbelo and Joanne Burbelo Tenants by the Entirety
	Printed Name of Buyer

	Dr. Gregory Burbelo
	Printed Name and Title of Person Signing on behalf of Purchaser

Address and Facsimile No. for Notices :
	414 Overbrook Road Baltimore, MD 21212

Facsimile No.		( )
Email:
Amount Being Loaned by Lender:			$250,000.00

Exhibit 1

SECURED PROMISSORY NOTE
$250,000.00 principal	Nashville Tennessee	June 29, 2018

FOR VALUE RECEIVED, AMERICAN REBEL, INC. a corporation, having an office at 718 Thompson Lane, Suite 108-199, Nashville, Tennessee 37204 (hereinafter “Maker”), promises to pay to the order of Dr. Gregory Burbelo and Joanne Burbelo Tenants by the Entirety , its heirs and assigns, having a residence at 414 Overbrook Road, Baltimore, MD 21212 (hereinafter “Holder”) the principal sum of Two Hundred Fifty Thousand and no/100 Dollars ($250,000.00) in lawful money of the United States of America, with all Interest thereon, plus other sums and amounts as defined and specified in this Secured Promissory Note (hereinafter “Note”). This Note is a part of a series of notes being sold by Maker, which in aggregate total Five Hundred Thousand and no/100 Dollars ($500,000.00) (collectively the “Notes”).

1. Interest. This Note shall bear, and the Maker shall pay, interest (“Interest”) at the stated rate of 15.0% per annum on the outstanding principal balance from the date of funding of principal to Maker through the Maturity Date, on a monthly basis along with the Principal payments made pursuant to Section 2 below.

2. Payments and Maturity Date. Principal on all of the Notes collectively shall be reduced in monthly installments in an amount equal to 50% of Maker’s monthly gross sales from the prior month of those items being provided as security for this loan. Maker shall provide all Holders of the Notes with monthly gross sales reports of all items, which are provided as security for this loan and shall pay the funds due Holder within 10 business days following said monthly gross sales report to Holder. Such payments shall be applied directly to and reduce the principal amount of this Note. Interest on the Notes shall be paid monthly at the same time Principal payments are made. The remaining balance of the principal amount of this Note, and all accrued but unpaid interest thereon, shall be paid by Maker to Holder on or before December 31, 2020 (“Maturity Date”). Interest is calculated on a 360 day year.

3. Prepayment Privilege. Maker may prepay this Note in whole or in part at any time.

4. Default. Maker shall perform its obligations and covenants in this Note and in each and every other agreement between Maker and Holder pertaining to the indebtedness evidenced hereby. The following provisions shall apply upon failure of Maker so to perform.

4.1 Event of Default . Any of the following events shall constitute an “Event of Default” hereunder:

4.1.1 Failure of Maker to pay the sums provided for herein when due, which failure continues for a period of ten (10) business days after the due date of the amount involved; or Failure of Maker to perform any of the other covenants, conditions, provisions or agreements contained herein; or

4.1.2 The entry of an order for relief under Federal Bankruptcy Code as to Maker or entry of any order appointing a receiver or trustee for any of Maker or approving a petition in reorganization or other similar relief under bankruptcy or similar laws in the United States of America or any other competent jurisdiction, and if such order, if involuntary, is not satisfied or withdrawn within sixty (60) days after entry thereof; or the filing of a petition by Maker seeking any of the foregoing, or consenting thereto; or filing of a petition to take advantage of any debtor’s act; or making a general assignment for the benefit of creditors; or admitting in writing inability to pay debts as they mature; or in the event that garnishment, attachment, levy or execution is issued against any collateral securing the Maker’s obligations.

4.1.3 Acceleration . In addition to any other rights or remedies provided for under this Note, upon any Event of Default and the expiration of any applicable cure periods, at the option of Holder, all sums evidenced hereby, including all principal, Interest, fees and all other amounts due hereunder shall become immediately due and payable without notice, and interest on the outstanding unpaid principal balance plus prior unpaid accrued interest shall bear Interest at the rate of one and one/quarter percent (1.25%) per month on the outstanding principal balance, until paid in full. Holder may exercise such rights and remedies in the Event of Default as provided in the Agreement.

4.2 Notice by Maker . Upon the happening of any Event of Default specified in this Paragraph 4 that is not cured within the respective periods prescribed above, Maker will give prompt written notice thereof to Holder of this Note.

No Waiver . Failure of Holder to exercise any option hereunder shall not constitute a waiver of the right to exercise the same in the event of any subsequent default, or in the event of continuance of any existing default after demand or performance thereof.

5. Security. This Note is secured by the security agreement provided by Maker.

6. Expenses and Identity of Maker.

6.1 All expenses, filing fees, legal fees in connection with this Note (including the extension and modification thereof) incurred by Holder in connection with this loan transaction including the transfer, assignment or pledge of this Note will be paid by Maker.

6.2 Maker may treat the person in whose name this Note is registered as the owner and Holder of this Note for the purpose of receiving payment of all principal of and all Interest on this Note, and for all other purposes whatsoever, whether or not such Note shall be overdue and, except for transfers effected in accordance with this Subparagraph, Maker shall be affected by notice to the contrary.

7. Notices . All notices, approvals, consents, demands, requests or other communications required or permitted under this Note ("Notices") shall be in writing, shall be addressed to the receiving party, and shall be personally delivered, sent by overnight mail (FedEx® or another carrier that provides receipts for all deliveries), sent by certified mail, postage prepaid, return receipt requested, sent by e-mail (provided that a successful electronic confirmation is received), or sent by facsimile transmission (provided that a successful transmission report is received). All Notices shall be effective upon receipt at the address indicated next to the party’s name in this Note or at such other address as shall be designated by such party in a written notice delivered in accordance with this Paragraph. Notice of change of address shall be given by written notice in the manner set forth in this Paragraph. Rejection or other refusal to accept or the inability to deliver any Notice due to changed address or facsimile number of which no Notice in accordance with this Paragraph was given shall be deemed to constitute receipt of such Notice. Any operational failure of a Notice recipient's facsimile equipment shall extend the time for giving of Notice during such period up to a maximum delay of forty-eight (48) hours.

8. Usury. Notwithstanding any provision of this Note to the contrary, the total liability for payments in the nature of Interest under this Note shall not exceed the limits imposed by applicable law. Maker shall not assert a claim, and shall actively resist any attempts to compel it to assert a claim, respecting a benefit under any present or future usury laws against Holder of this Note. Nothing contained in this Note or any of the other Loan Documents shall require the Maker to pay, or the Payee to accept, interest in an amount which would subject the Payee to any penalty or forfeiture under applicable law. Notwithstanding that it is not intended hereby to charge interest at a rate in excess of the maximum legal rate of interest permitted to be charged to the Maker under applicable law, if interest in excess of such maximum legal rate shall be payable hereunder, then, ipso facto , such rate shall be reduced to the highest lawful rate so that no amounts shall be charged which are in excess thereof, and, in the event it should be determined that any excess over such highest lawful rate has been received, such excess shall be applied by the Holder in reduction of the outstanding principal indebtedness evidenced by this Note.

9. Binding Effect. This Note shall be binding upon the parties hereto and their respective heirs, executors, administrators, representatives, successors and permitted assigns.

10. Collection Fees. Except as otherwise provided herein, the Maker shall pay all costs of collection, including reasonable attorneys’ fees and all costs of suit and preparation for such suit (and whether at trial or appellate level), in the event the unpaid principal amount of this Note, or any payment of Interest is not paid when due, or in case it becomes necessary to protect the security for the indebtedness evidenced hereby, or in the event Holder is made party to any litigation because of the existence of the indebtedness evidenced by this Note, or if at any time the Holder should incur any attorneys’ fees in any proceeding under the Federal Bankruptcy Code (or other similar laws for the protection of debtors generally) in order to collect any indebtedness hereunder or to preserve, protect or realize upon any security for, or guarantee or surety of, such indebtedness whether suit be brought or not, and whether through courts of original jurisdiction, as well as in courts of appellate jurisdiction, or through a bankruptcy court or other legal proceedings.

11. Construction; Governing Law; Jurisdiction; Jury Trial. This Note shall be governed as to its validity, interpretation, construction, effect and in all other respects by and in accordance with the laws and interpretations thereof of the State of Tennessee, without giving effect to the principles of conflicts of laws. Each party hereby irrevocably submits to the exclusive jurisdiction of the State of Tennessee, and agrees that any dispute litigated shall be commenced and resolved in the District Court of Davidson County, Tennessee for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, or in any manner arising in connection with or related to the transactions contemplated hereby or involving the parties hereto whether at law or equity and under any contract, tort or any other claim whatsoever and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper.

EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.

Unless the context otherwise requires, the use of terms in singular and masculine form shall include in all instances singular and plural number and masculine, feminine and neuter gender.

12. Severability. If any one or more of the provisions contained in this Note or any future amendment hereto shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Note or such other agreement, and in lieu of each such invalid, illegal or unenforceable provision there shall be added automatically as a part of this Note a provision as similar in terms to such invalid, illegal or unenforceable provision as may be possible and be valid, legal and enforceable.

13. Miscellaneous. Time is of the essence with respect to the performance of each and every covenant, condition, term and provision hereof.

13.1 Maker and any endorsers, sureties and guarantors hereof or hereon hereby waive presentment for payment, demand, protest, notice of non-payment or dishonor and of protest, and agree to remain bound until the principal sum of this Note or the amount thereof outstanding and interest and all other sums payable hereunder are paid in full notwithstanding any extensions of time for payment which may be granted even though the period of extension be indefinite, and notwithstanding any inaction by, or failure to assert any legal right available to, the Holder.

13.2 It is further expressly agreed that any waiver by the Holder, other than a waiver in writing signed by the Holder, of any term or provision hereof or of any of the other Loan Documents or of any right, remedy or option under this Note or any of the other Loan Documents shall not be controlling, nor shall it prevent or estop the Holder from thereafter enforcing such term, provision, right, remedy or option, and the failure or refusal of the Holder to insist in any one or more instances upon the strict performance of any of the terms or provisions of this Note or any of the other Loan Documents shall not be construed as a waiver or relinquishment for the future of any such term or provision, but the same shall continue in full force and effect, it being understood and agreed that the Holder’s rights, remedies and options under this Note and the other Loan Documents are and shall be cumulative and are in addition to all other rights, remedies and options of the Payee in law or in equity or under any other agreement.

13.3 Maker and Holder hereby irrevocably waive all rights to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Note and Maker also irrevocably waives the right, in such action, proceeding or counterclaim, to interpose any counterclaims (except to the extent that such counterclaims are compulsory and may not be brought in a separate action) or set-offs of any kind or description.

13.4 In the event that any provision of this Note or the application thereof to the Maker or any circumstance in any jurisdiction governing this Note shall, to any extent, be invalid or unenforceable under any applicable statute, regulation or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform to such statute, regulation or rule of law, and the remainder of this Note and the application of any such invalid or unenforceable provision to parties, jurisdictions or circumstances other than to whom or to which it is held invalid or unenforceable shall not be affected thereby nor shall same affect the validity or enforceability of any other provision of this Note.

13.5Time is of the essence as to all dates set forth in this Note, subject to any applicable notice or grace period provided herein; provided, however, whenever any payment to be made hereunder shall be stated to be due on a day other than a Business Day, such payment may be made on the next succeeding Business Day and such extension of time shall in such case be included in the computation of interest payable hereunder.

13.6 Maker hereby agrees to perform and comply with each of the terms, covenants and provisions contained in this Note and in any instrument evidencing or securing the indebtedness evidenced by this Note on the part of the Maker to be observed and/or performed hereunder and thereunder. No release of any security for the principal sum due under this Note, or of any portion thereof, and no alteration, amendment or waiver of any provision of this Note or of any instrument evidencing and/or securing the indebtedness evidenced by this Note made by agreement between the Holder and any other person or party shall release, discharge, modify, change or affect the liability of the Maker under this Note or under such instrument.

13.7 No act of commission or omission of any kind or at any time upon the part of Holder in respect of any matter whatsoever shall in any way impair the rights of Holder to enforce any right, power or benefit under this Note and no set-off, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Maker has or may have against the Holder shall be available hereunder to the Maker.

13.8 The captions preceding the text of the various paragraphs contained in this Note are provided for convenience only and shall not be deemed to in any way affect or limit the meaning or construction of any of the provisions hereof.

13.9 In the event that the terms and provisions of this Note in any way conflict with the terms and provisions of the other Loan Documents, the terms and provisions of this Note shall prevail.

IN WITNESS WHEREOF, this, this Note has been duly executed by Maker as of the day and year first above written. PRIOR TO SIGNING THIS NOTE, MAKER HAS READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE.

AMERICAN REBEL, INC.

/s/Charles A. Ross, Jr.
Charles A. Ross, Jr., as president

Calculation of payments under the Note:

Monthly payments shall be made to each Holder of the Notes in proportion to the amount each Holder has invested towards the total $500,000.

For example: If a Holder has invested $250,000 in a Note, such investor holds 50% of the entire principal amount of all Notes ($500,000 ÷ $250,000 = 0.50); which results in such Holder being paid 50% of the monthly distribution amount.

Assuming monthly revenues were $50,000, then the distribution amount would be $25,000

($50,000 * 0. 5 = $25,000), of which the Holder would be paid $12,500 ($25,000 * 0.50 = $12,500). In addition, the Holder would be paid monthly interest of 1.25% ($3,125). For a total distribution of approximately $15,625.

Exhibit 2

SECURITY AGREEMENT

ON THIS 29th day of June 2018, AMERICAN REBEL, INC., a Nevada corporation, (hereinafter “Debtor”) , whose address is 718 Thompson Land, Suite 108-199, Nashville, TN 37204 in exchange for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby grants to such Holders of those certain Secured Notes of the Debtor (together, the “Secured Party”) in the aggregate principal amount of $500,000, as the same may be amended from time to time, (the “Notes”), issued by the Debtor to the Secured Parties in connection with that certain Loan Agreement entered into by and among the Debtor and the Secured Parties, on or about June 29, 2018, a security interest in the following Collateral to be located at 9641 Lackman Road, Lenexa, Kansas 66219 (the “Warehouse”):

The word “Collateral” means the following described property of Debtor, whether now owned or hereafter acquired, whether not existing or hereafter arising, and located at the Warehouse.

ALL INVENTORY as shown and described in the attached Exhibit 3 spreadsheet P.O. dated June 13, 2018.

In addition, the word “Collateral” includes all of the following, whether now owned or hereafter acquired, whether now existing or hereafter arising, and located at the Warehouse:

(A) All products, produce, and proceeds of any of the property described herein.

(B) All accounts, contract rights, general intangibles, instruments, rents, monies, payments and all other rights, arising out of a sale, lease, or other disposition of any property described herein as Collateral.

(C) All proceeds (including insurance proceeds) from the sale, destruction, loss, or other disposition or any property described herein as Collateral.

(D) All records and data relating to any of the property described herein whether in the form of a writing, photograph, microfilm, microfiche, or electronic or digital media, together with debtor’s right, title and interest in and to all computer software required to utilize, create, maintain, and process any such records or data on electronic or digital media.

(E) All attachments, accessions, accessories, tools, parts, supplies, increases, and additions to and all replacements of and substitutions for the equipment described above.

to secure the performance and payment of Debtor's obligations to Secured Party now existing or hereafter incurred, direct or indirect, absolute or contingent, due or to become due, including without limitation any renewals or extensions thereof and substitutions therefor and future advances.

Debtor shall pay to Secured Party all sums set forth under that certain promissory note (hereinafter "Note") a copy of said Note is attached hereto as Exhibit “A” and incorporated herein by reference,

The term "proceeds," for the purposes of this Security Agreement, is to include whatever is received when Collateral or proceeds thereof are sold, exchanged, collected or otherwise disposed of.

1. WARRANTIES :

Debtor represents and warrants to Secured Party as follows:

1.1 Debtor is and, as to Collateral to be acquired after the date hereof, will be the owner of the Collateral free from any adverse lien, security interest or encumbrances; and Debtor agrees that it will defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein.

1.2 That the Collateral subject to this agreement will not be misused or abused, wasted or allowed to deteriorate; the Debtor shall immediately notify Secured Party of any event causing loss or depreciation in value or such Collateral and the amount of such loss or depreciation. Debtor will keep the Collateral free from any adverse lien, security interest or encumbrance, and will not use the Collateral in violation of any statute or ordinance.

1.3 The Collateral is bought or used primarily for business purposes other than farming.

1.4 No financing statement covering the Collateral or any proceeds thereof is on file in any public office and, at the request of the Secured Party, the Debtor will join with the Secured Party executing one or more financing statements in a form satisfactory to the Secured Party and will pay the cost of filing such financing statement, this security agreement and any continuation or termination statement in all public offices whenever filing is deemed by the Secured Party to be necessary or desirable. Without limiting the foregoing, Debtor agrees that whenever the Uniform Commercial Code requires Debtor to sign a financing statement for filing purposes, Debtor hereby appoints Secured Party or any of Secured Party's representatives as Debtor's attorney and agent, with fill power of substitution, to sign or endorse Debtor's name on any such financing statement or other documents and authorizes Secured Party to file such a financing statement in all places where necessary to perfect Secured Party's security interest in the Collateral.

1.5 To pay all taxes and assessments of every nature which may be levied or assessed against the Collateral.

1.6 Not to permit or allow any adverse lien, security interest or encumbrance, other than those excepted herein, whatsoever upon the Collateral and not to permit the same to be attached or replevied.

1.7 Until default, Debtor may use the Collateral in any lawful manner not inconsistent with this agreement or with the terms or conditions of any policy of insurance thereon.

1.8 At its option, the Secured Party may discharge taxes, liens, or security interest or other encumbrances at any time levied or placed on the Collateral and may pay for the repair of any damage or injury and pay for the maintenance and preservation of the Collateral. The Debtor agrees to reimburse the Secured Party on demand for any payment made or expenses incurred by the Secured Party pursuant to the foregoing authorization, and the amount of any such payment, with interest at the highest legal rate from date of payment until reimbursement, shall be added to the indebtedness owed by the Debtor and shall be secured by this security agreement.

1.9 The Debtor will at the Debtor's own expense forthwith insure the tangible Collateral in a reliable insurance company against loss or damage by fire, (including extended coverage) theft and against other such risks for an amount equal to $500,000.00 and keep the same so insured continuously until the full amount of said indebtedness is paid, with loss payable to the Secured Party as its interests may appear. Debtor will on demand deliver said policies of insurance or furnish proof of such insurance to the Secured Party, and in case of loss, the Secured Party shall retain from the insurance money an amount equal to the total balance of said indebtedness remaining unpaid, whether according to the tenor and effect of any invoice, statement or account or promissory note or notes evidencing such indebtedness the same is due or not. Should the Debtor fail or refuse to forthwith effect such insurance and deliver the policies or furnish proof of such insurance as aforesaid, or fail to keep the Collateral so insured continuously until the full amount of said indebtedness is paid, the Secured Party may at its option effect such insurance and the amount so paid for such insurance with interest at the highest rate of the total amount due or unpaid, and the Debtor will pay the Secured Party any and all costs and expenses incurred in recovering possession of the Collateral and incurred in enforcing this security agreement, and the same shall be secured by this security agreement.

1.10 The Debtor will not use or permit the use of the Collateral in violation of any applicable statute, regulations or ordinances.

1.11 Debtor is a corporation which is duly organized, validly existing, and in good standing under the laws of the state of debtor’s incorporation, which is Nevada. The execution delivery and performance of this agreement by debtor has been duly authorized by all necessary action by debtor and do not conflict with, result in a violation of, or constitute a default under (a) any provision of its articles of incorporation or organization, or bylaws, or any agreement or other instrument binding upon debtor or (b) any law, governmental regulation, court decree, or order applicable to debtor.

2. LOCATION OF COLLATERAL:

2.1 All of the Collateral referred to herein is or will be kept at the Warehouse, located at 9641 Lackman Road, Lenexa, Kansas 66219. Except in the ordinary course of its business debtor shall not remove the Collateral from its existing locations without the prior written consent of secured party.

3. REMOVAL OF COLLATERAL:

3.1 In the event Debtor removes said Collateral from the location set forth in paragraph 2.1, Secured Party must be notified within three (3) days of the new location of said Collateral or such removal may be considered an event of default.

4. POSSESSION OF COLLATERAL:

4.1 Until default, the Debtor may have possession of the Collateral and use it in any lawful manner not inconsistent with this agreement and not inconsistent with any policy or insurance thereon, but upon default, the Secured Party shall have the immediate right to the possession of the Collateral.

5. EVENTS OF DEFAULT:

5.1 Debtor shall be in default under this agreement upon the happening of any of the following events or conditions:

(a) Default in the payment of performance of any obligation, covenant, or liability contained or referred to herein or in any other document or agreement evidencing any obligation, liability, or indebtedness to the Secured Party by Debtor.

(b) Subsequent encumbrance to or of any of the Collateral, or the making of any levy, seizure or attachment thereof or thereon;

(c) Dissolution, termination of existence, merger, consolidation, reorganization, insolvency, business failure, appointment of a receiver of any part of the property of, assignment for the benefit of creditors by, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against the Debtor or any guarantor or surety for the Debtor;

6. SECURED PARTY'S RIGHTS AND REMEDIES:

6.1 Upon any such default and at any time thereafter, the Secured Party may declare all obligations secured hereby immediately due and payable and shall have the remedies of a Secured Party under the Uniform Commercial Code of the State of Kansas. The Secured Party may require the Debtor to assemble the Collateral and deliver or make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both parties. In the event Debtor fails or refuses to so assemble the Collateral, Secured Party shall have the right, and Debtor does hereby authorize and empower Secured Party, to enter upon the premises wherever the Collateral may be in order to remove the same. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Secured Party will give the Debtor reasonable notice of the time and place of any public sale thereof or of the time after which any private sale or any intended disposition thereof is to be made. The requirements of reasonable notice shall be met if such notice is mailed, postage prepaid, to the address of the Debtor as set forth herein or to the Debtor's last known address at least ten (10) days before the time of the sale or disposition. The cost of collection and enforcement, including attorney fees and expenses, shall be borne by Debtor whether the same is incurred by Secured Party or Debtor.

6.2 In the event of repossession of the Collateral, Secured Party shall have such rights as are provided and permitted by law, including the right to reasonable attorney fees and legal expenses incurred for the purpose of retaking, holding, and disposing of the Collateral.

6.3 If secured party chooses to sell any or all of the Collateral, Secured Party may obtain a judgment against debtor for any deficiency remaining on the indebtedness due Secured Party after application of all amounts received from the exercise of the rights provided for in this agreement. Debtor shall be liable for a deficiency even if the transaction described in this subsection is a sale of accounts or chattel paper.

7. WAIVER:

7.1 No waiver by the Secured Party of any right, remedy or event of default with respect to any of the Debtor's obligations shall operate as a waiver of any other right, remedy, or event of default on a future occasion. The taking of this security agreement shall not waive or impair any other security said Secured Party may have or hereafter acquire for the payment of any notes, liabilities or other indebtedness, nor shall the taking of any additional security waive or impair this security agreement; but said Secured Party may resort to any security it may have in the order it may deem proper, and notwithstanding any Collateral security, the Secured Party shall retain its rights of set off against the Debtor. No waiver, change, modification, or discharge of any of the Secured Party's rights or the Debtor's duties as so specified or allowed will be effective unless contained in a written instrument signed by the Secured Party.

8. INSPECTION:

8.1 Debtor shall at all times and from time to time allow Secured Party by or through any of his agents, attorneys or accountants to examine or inspect the Collateral wherever located and to examine, inspect and make abstracts from Debtor's books and records with respect to Collateral.

9. CUMULATIVE REMEDIES:

9.1 All Secured Party's rights and remedies, whether evidences hereby or by any other agreement, instrument or paper, shall be cumulative and may be exercised singularly or concurrently.

10. DEMANDS AND NOTICES:

10.1 Any demand upon a notice to Debtor shall be deemed effective if such notice is mailed, postage prepaid, certified mail, return receipt requested, to the Debtor at the address set forth in this agreement. Demands or notices addressed to Debtor's address at which Secured Party customarily communicates with Debtor shall also be effective.

11. ASSIGNMENT:

11.1 All rights of the parties hereunder shall inure to the benefit of their heirs, successors and assigns.

12. TERMINATION:

12.1 Whenever there are no outstanding liabilities and no commitment on the part of Secured Party under any agreement which might give rise to any obligation of Debtor, Debtor may terminate this agreement upon written notice to Secured Party. Prior to such termination this shall be a continuing agreement in every respect.

13. COLLECTION OR PROTECTION OF COLLATERAL:

13.1 Secured Party shall have no duty to collect or protect the Collateral, to preserve rights of Debtor or others against prior parties, to realize on the Collateral in any particular manner or seek reimbursement from any particular source or to preserve, protect, insure or care for the Collateral.

14. MISCELLANEOUS:

14.1 This agreement is intended to take effect when signed by Debtor and delivered to Secured Party.

14.2 Each of the undersigned hereby warrants that he or she is authorized to execute this agreement on behalf of the Debtor.

14.3 This agreement shall be deemed to have been made in the State of Tennessee regardless of the order in which the signatures of the parties hereto determined in accordance with the laws of the State of Tennessee. If there is a lawsuit filed, debtor agrees that Secured Party, at his sole option, may file any such action in the District Court of Davidson County, Tennessee and, that upon such filing, jurisdiction and venue shall be proper in said Court.

14.4 If any provision hereof or any remedy herein provided for be invalid under any applicable law, such provision shall be inapplicable and deemed omitted but the remaining provisions hereof, including the remaining default remedies, shall be given effect in accordance with the manifest intent hereof.

14.5 This agreement constitutes the entire understanding between parties hereto and may not be modified, amended, altered or changed except as specifically stated herein or by a written agreement signed by the parties hereto.

IN WITNESS WHEREOF, the parties have executed this agreement the day and year first above written.

AMERICAN REBEL HOLDINGS, INC.

By:	/s/Charles A. Ross, Jr.
	Charles A. Ross, Jr., as president and CEO

	SECURED PARTY:
	Dr. Gregory Burbelo and Joanne Burbelo Tenants by the Entirety

By:	/s/Gregory Burbelo
Name:	Dr. Gregory Burbelo

Exhibit 4

NOTICE OF AMENDMENT

(Executed by Lender upon Notice)

The undersigned hereby acknowledges, that as of September 7, 2018 original note payable due and owing by American Rebel, Inc., a Nevada corporation ("Borrower") and Dr. Gægory Burbelo and Joanne Burbelo Tenants by the Entirety ("Lenders") dated June 29, 2018, with a face amount of $250,000 (or amended amount of $300,000), is hereby increased.

Notice of Amendment
September 7, 2018

Increase in Debt from prior Notice
$50,000

/s/ Dr. GregoryBurbelo
Dr. Gregory Burbelo signing of behalf of Lenders

Borrower: American Rebel, Inc.

By:	/s/Charles A. Ross, Jr.
Name:	Charles A. Ross, Jr.
Title:	President/Chief Executive Officer

THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AMERICAN REBEL HOLDINGS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

CONVERTIBLE TERM NOTE

Issuance Date: October 2, 2018

Principal Amount: $50,000

FOR VALUE RECEIVED, AMERICAN REBEL HOLDINGS, INC. , a Nevada corporation (the “ Borrower ”), hereby promises to pay to Jason Zawada (the “ Holder ”) or its registered assigns or successors in interest, on order, the sum of Fifty Thousand Dollars (the “ Principal Amount ”) together with any accrued and unpaid interest hereon, on the six month anniversary of the date of this Note (the “ Maturity Date ”) if not sooner paid.

The following terms shall apply to this Note:

1. Interest Rate . Interest payable on this Note shall accrue on the Issuance Date and shall be computed on the basis of a 365-day year and actual days elapsed at a rate per annum (the “ Interest Rate ”) equal to twelve percent (12%) per annum. Interest on the Principal Amount shall be payable in full on the Maturity Date, whether by acceleration or otherwise. Interest shall be payable in shares of restricted Common Stock (“ Interest Shares ”) in a number of fully paid and nonassessable shares (provided, that if the issuance would result in the issuance of a fraction of a share of Common Stock, the Borrower shall round such fraction of a share of Common Stock up to the nearest whole share) of Common Stock equal to the quotient of (a) the amount of Interest payable less any cash Interest paid and (b) fifty cents ($0.50). When Interest Shares are paid, then the Borrower shall issue and deliver, to the address set forth herein, a certificate, registered in the name of the Holder or its designee, for the number of Interest Shares to which the Holder shall be entitled. The Borrower shall pay any and all taxes that may be payable with respect to the issuance and delivery of Interest Shares; provided that the Borrower shall not be required to pay any tax that may be payable in respect of any issuance of Interest Shares to any Person other than the Holder or with respect to any income tax due by the Holder with respect to such Interest Shares. In the event of the redemption or conversion of all or any portion of the Principal Amount, accrued interest on the amount so redeemed or converted shall be paid (through the issuance of Interest Shares) on the date of redemption or conversion, as the case may be.

2. Payment of Principal Amount . The Borrower shall pay the Holder the entire Principal Amount of this Note, if not earlier converted or redeemed, on the Maturity Date in one lump sum payment.

3. Borrower Redemption of Principal Amount . The Borrower will have the option of prepaying the outstanding Principal Amount (“Optional Amortizing Redemption”), in whole or in part, by paying to the Holder a sum of money equal to one hundred percent (100%) of the Principal Amount to be redeemed, together with accrued but unpaid Interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note (the “Redemption Amount”) on the Redemption Payment Date (as defined below). The Borrower shall deliver to the Holder a notice of redemption (the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be not less than seven (7) business days after the date of the Notice of Redemption (the “Redemption Period”). On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Notice of Redemption will be null and void.

4. Holder Demand for Redemption of Principal Amount . At any time following the Borrower’s receipt of Three Million Dollars ($3,000,000) in equity financing (exclusive of this Note and any other convertible notes issued by the Borrower up to $1 million in total proceeds), the Holder shall have the option of requiring the Borrower to prepay the outstanding Principal Amount, in whole or in part (in increments of not less than $50,000), by paying to the Holder a sum of money equal to one hundred percent (100%) of the Principal Amount to be redeemed, together with accrued but unpaid Interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note (the “Demand Redemption Amount”) on the Redemption Payment Date (as defined below). The Borrower shall deliver to the Holder a notice of demand redemption (the “Demand Notice of Redemption”) specifying the date for such Demand Redemption (the “Demand Redemption Payment Date”), which date shall be not less than thirty (30) business days after the date of the Demand Notice of Redemption (the “Demand Redemption Period”). On the Demand Redemption Payment Date, the Demand Redemption Amount shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Demand Redemption Amount on the Demand Redemption Payment Date as set forth herein, then the full amount of this Note shall be in default and immediately due and payable by Borrower.

5. Conversion of Note.

(a) Conversion; Conversion Price; Valuation Event . This Note may be converted, either in whole or in part, up to the full Principal Amount and accrued Interest hereof (the “ Conversion Amount” ) into shares of Common Stock (calculated as to each such conversion to the nearest whole share)(the “ Shares ”), at any time (subject to Section 5(b) below) and from time to time on any business day, subject to compliance with this Section 5. The number of Shares into which this Note may be converted is equal to the dollar amount of the Principal Amount being converted divided by the Conversion Price. The “ Conversion Price ” shall be fifty cents ($0.50). The number of shares of Common Stock issuable upon conversion of any Conversion Amount pursuant to this Agreement shall be determined by dividing (x) such Conversion Amount by (y) the Conversion Price (the “ Conversion Rate ”).

(i) In the event that the Borrower shall at any time after the date of this Note and prior to its conversion or Maturity: (i) declare a dividend or make a distribution on the outstanding Common Stock payable in shares of its capital stock, (ii) subdivide the outstanding Common Stock into a greater number of shares of Common Stock, (iii) combine the outstanding Common Stock into a smaller number of shares, or (iv) issue any shares of its capital stock by reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which the Borrower is the continuing corporation), then, in each case, the Conversion Price in effect at the time of the record date for the determination of stockholders entitled to receive such dividend or distribution or of the effective date of such subdivision, combination, or reclassification shall be adjusted so that it shall equal the price determined by multiplying such Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such action, and the denominator of which shall be the number of shares of Common Stock outstanding after giving effect to such action. Such adjustment shall be made successively whenever any event listed above shall occur and shall become effective at the close of business on such record date or at the close of business on the date immediately preceding such effective date, as applicable. All calculations under this Section 5 shall be made to the nearest cent or to the nearest one-hundredth of a Share, as the case may be. No adjustment in the Conversion Price shall be required if such adjustment is less than $0.01; provided, however, that any adjustments which by reason of this Section 5 are not required to be made shall be carried forward and taken into account in any subsequent adjustment.

(ii) In case of any reclassification or change of the shares of Common Stock issuable upon conversion of this Note (other than a change in par value or from a specified par value to no par value, or as a result of a subdivision or combination, but including any change in the shares into two or more classes or series of shares), or in case of any consolidation or merger of another corporation into the Borrower in which the Borrower is the continuing corporation and in which there is a reclassification or change (including a change to the right to receive cash or other property) of the shares of Common Stock (other than a change in par value, or from no par value to a specified par value, or as a result of a subdivision or combination, but including any change in the shares into two or more classes or series of shares), the Holder of this Note shall have the right thereafter to receive upon conversion of this Note solely the kind and amount of shares of stock and other securities, property, cash, or any combination thereof receivable upon such reclassification, change, consolidation, or merger. Thereafter, appropriate provision shall be made for adjustments which shall be as nearly equivalent as practicable to the adjustments set forth herein. The above provisions shall similarly apply to successive reclassifications and changes of shares of Common Stock and to successive consolidations, mergers, sales, leases, or conveyances.

(b) Voluntary Conversion . Beginning on the 181 ^st day following the issuance date of this Note, the Holder shall have the right, but not the obligation, to convert all or any portion of the then aggregate outstanding Principal Amount of this Note, together with interest due hereon, into Shares, subject to the terms and conditions set forth herein. The Shares to be issued upon such conversion are herein referred to as the “ Conversion Shares .”

(i) In the event that the Holder elects to convert any amounts outstanding under this Note into Shares, the Holder shall give thirty (30) days notice of such election by delivering an executed and completed notice of conversion (a “ Notice of Conversion ”) to the Borrower, which Notice of Conversion shall provide a breakdown in reasonable detail of the Principal Amount and accrued interest being converted. On each Conversion Date (as hereinafter defined) and in accordance with its Notice of Conversion, the Holder shall make the appropriate reduction to the Principal Amount and accrued interest as entered in its records. The later of (A) the date specified by Holder in the Notice of Conversion, or (B) the 31 ^st day following the date on which a Notice of Conversion is delivered or faxed to the Borrower in accordance with the provisions hereof, shall be deemed a “ Conversion Date ”. A form of Notice of Conversion to be employed by the Holder is annexed hereto as Exhibit A.

(ii) Pursuant to the terms of a Notice of Conversion, the Borrower shall deliver to the Holder a certificate representing the Conversion Shares within three (3) business days after the expiration of the period set forth in Section 5(b)(iii) below (the “ Delivery Date ”). In the case of the exercise of the conversion rights set forth herein the conversion privilege shall be deemed to have been exercised and the Conversion Shares issuable upon such conversion shall be deemed to have been issued upon the Conversion Date (which date shall not be less than 30 days from the Notice of Conversion). On the date of conversion, the Holder shall be treated for all purposes as the record holder of such Shares, unless the Holder provides the Borrower written instructions to the contrary.

(iii) Upon the receipt of a Conversion Notice from Holder, the Borrower shall have fifteen (15) business days to redeem the Principal Amount and accrued Interest specified in the Conversion Notice. If upon expiration of the period specified above, the Borrower does not redeem the amount specified in the Conversion Notice, the Borrower shall deliver the Shares to the Holder as specified herein.

(c) Forced Conversion . If the arithmetic average price of the Common Stock during the five consecutive Trading Day period ending and including the applicable Forced Conversion Notice Date (as defined below) has been at or above $1.00 per share (as adjusted for stock splits, stock dividends recapitalizations and similar events), then the Borrower shall have the right to require the Holder to convert all, or any part, of this Note for Shares in accordance with this Section 5(c) and the mechanics set forth in this Section 5 (the “ Forced Conversion ”) on the Forced Conversion Date (as defined below). The Borrower may exercise its right to require a Forced Conversion by delivering a written notice thereof by facsimile or overnight courier to Holder (the “ Forced Conversion Notice ” and the date the Holder received such notice is referred to as the “ Forced Conversion Notice Date ”). The Forced Conversion Notice shall (x) state the date on which the Forced Conversion shall occur (the “ Forced Conversion Date ”) which date shall not be less than five (5) days nor more than twenty (20) days following the Forced Conversion Notice Date, and (y) state the aggregate Conversion Amount of this Note which is being converted in such Forced Conversion from the Holder pursuant to this Section 5(c) on the Forced Conversion Date. At any time prior to the Forced Conversion Date, the Conversion Amount subject to such Forced Conversion may be converted, in whole or in part, by the Holder into Common Shares pursuant to Section 5(b). All such Conversion Amounts converted by the Holder after the Forced Conversion Notice Date shall reduce the Conversion Amount of this Note required to be converted on the Forced Conversion Date. In the event the average closing price of the Common Stock for the five (5) Trading Days immediately preceding, but not including, the Maturity Date is equal to or greater than $1.00 (subject to adjustment for stock splits, dividends, etc.), then on the Maturity Date, Holder must convert all remaining Principal due under this Note.

For purposes of this Note, “Trading Day(s)” means any day on which the Common Stock is traded on the Over-the-Counter Quotation Bureau (OTC:QB), or, if the Principal Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded; provided that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading.

(d) Fractional Shares . No fractional shares of Common Stock or scrip representing fractional shares of Common Stock shall be delivered upon conversion of this Note. Instead of any fractional shares of Common Stock which otherwise would be delivered upon conversion of this Note, the Company shall round up the number of Shares delivered to Holder to the nearest whole Share.

(e) Surrender of Notes . Upon any redemption or conversion of the entire remaining Principal amount under this Note, the Holder shall either deliver this Note by hand to the Borrower at its principal executive offices or surrender the same to the Borrower at such address by nationally recognized overnight courier.

(f) Piggy-Back Registration . If, at any time during the term of this Note, the Borrower shall determine to prepare and file with the Securities and Exchange Commission (“ SEC ”) a registration statement relating to an offering for its own account or the account of others under the Securities Exchange Act of 1933, as amended (“ Securities Act ”) of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Borrower’s stock option or other employee benefit plans, then the Borrower shall deliver to the Holder a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, Holder shall so request in writing, the Borrower shall include in such registration statement all or any part of any Shares such Holder requests to be registered; provided , however , that the Borrower shall not be required to register any Shares pursuant to this Section 5(f) that are eligible for resale without volume or manner of sale restrictions pursuant to Rule 144 promulgated by the SEC pursuant to the Securities Act or that are the subject of a then effective registration statement.

6. Issuance of Replacement Note . Upon any partial conversion of this Note, a replacement Note containing the same date and provisions of this Note shall, at the written request of the Holder, be issued by the Borrower to the Holder for the outstanding Principal Amount of this Note and accrued Interest which shall not have been converted or paid.

7. Warrant . The Borrower shall issue the Holder a three-year warrant to purchase 50,000 shares of common stock at $1.00 per share, as further described and subject to the terms and conditions of the Warrant Agreement attached hereto as Exhibit B.

8. Events of Default . Upon the occurrence and continuance of an Event of Default beyond any applicable grace period, the Holder may make all sums of Principal, Interest and other fees then remaining unpaid hereon and all other amounts payable hereunder immediately due and payable. In the event of such an acceleration, the amount due and owing to the Holder shall be 100% of the outstanding Principal amount of the Note (plus accrued and unpaid Interest and fees, if any) (the “ Default Payment ”). The Default Payment shall be first applied to accrued and unpaid Interest due on the Note and then to outstanding Principal balance of the Note.

The occurrence of any of the following events is an “ Event of Default ”:

(i) Failure to Pay Principal, Interest or other Fees. The Borrower fails to pay when due any installment of Principal or Interest hereon in accordance herewith, and such failure shall continue for a period of thirty (30) days following the date upon which any such payment was due.

(ii) Receiver or Trustee. The Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business; or such a receiver or trustee shall otherwise be appointed.

(iii) Judgments. Any money judgment, writ or similar final process shall be entered or filed against the Borrower or its property or other assets for more than $1,000,000, and shall remain unvacated, unbonded or unstayed for a period of thirty (30) days.

(iv) Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings or relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower.

9. Failure or Indulgence Not Waiver . No failure or delay on the part of the Holder hereof in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

10. Notices . Any notice herein required or permitted to be given shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party notified, (b) when sent by confirmed facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the Borrower at: American Rebel Holdings, Inc., 718 Thompson Lane, Suite 108-199, Nashville, TN, 37204, facsimile number (312) 589-6765 and to the Holder at the address and facsimile number set forth on the signature page of this Note, or at such other address as the Borrower or the Holder may designate by ten (10) days advance written notice to the other parties hereto.

11. Amendment Provision . The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented, and any successor instrument issued hereunder, as it may be amended or supplemented.

12. Assignability . This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to the benefit of the Holder and its successors and assigns, and may not be assigned by the Borrower without the consent of the Holder.

13. Governing Law . This Note shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of Nevada or in the federal courts located in the State of Nevada. Both parties agree to submit to the jurisdiction of such courts. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or unenforceability of any other

provision of this Note. Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Borrower in any other jurisdiction to collect on the Borrower’s obligations to Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court in favor of the Holder.

14. Construction . Each party acknowledges that its legal counsel participated in the preparation of this Note and, therefore, stipulates that the rule of construction that ambiguities are to be resolved against the drafting party shall not be applied in the interpretation of this Note to favor any party against the other.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF , the Borrower has caused this Note to be signed in its name effective as of this 2nd day of October , 2018 .

AMERICAN REBEL HOLDINGS, INC.

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

HOLDER:

By:	/s/ Jason Zawada
	Jason Zawada

Address:


Facsimile Number:

EXHIBIT A

NOTICE OF CONVERSION

(To be executed by the Holder in order to convert all or part of the Note into Shares)

The Undersigned hereby converts $_________ of the principal due on _____________________ under the Convertible Term Note issued by American Rebel Holdings, Inc. dated ____________________________ delivery of Shares in American Rebel Holdings, Inc. on and subject to the conditions set forth in the Note.

1.	Date of Notice

2.	Date of Conversion:		(must be at least 31 days from Date of Notice)

3.	Conversion Amount

4.	Conversion Price

5.	Shares To Be Delivered:

		By:
		Name:
		Title:

EXHIBIT B

WARRANT

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES, OR DELIVERY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER OF THESE SECURITIES THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE SECURITIES ACT, OR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144 UNDER THE SECURITIES ACT.

AMERICAN REBEL HOLDINGS, INC.

COMMON STOCK WARRANT

No.
Date of Issuance:

FOR VALUE RECEIVED, American Rebel Holdings, Inc., a Nevada corporation (the “ Company ”), hereby grants to _______________________ (“ Holder ”), as of the Date of Issuance indicated above. The amount and kind of securities obtainable pursuant to the rights granted hereunder and the exercise price for such securities are subject to adjustment pursuant to the provisions contained in this Warrant.

This Warrant is subject to the following provisions:

1. Exercise of Warrant .

1.1 Purchase of Shares . Subject to the terms and conditions hereinafter set forth, Holder is entitled, upon surrender of this Warrant at the principal office of the Company (or at such other place as the Company shall notify Holder in writing), to purchase from the Company up to _____________________________________________ shares of the Company’s restricted Common Stock (the “ Warrant Shares ”) for $1.00 per share (the “ Exercise Price ”).

1.2 Exercise Period . Holder may exercise this Warrant for a period (“ Exercise Period ”) commencing on the date hereof and terminating on the three year anniversary from the date of issuance set forth above.

1.3 Exercise Procedure .

(a) This Warrant shall be deemed to have been exercised at such time when the Company has received all of the following items (the “ Exercise Time ”):

i a completed Exercise Notice, as described in Section 1.5, executed by Holder exercising all or part of the purchase rights represented by this Warrant;

ii this Warrant; and

iii payment to the Company of an amount equal to the Exercise Price multiplied by the number of Warrant Shares being purchased, at the election of Holder, by wire transfer or certified check payable to the order of the Company, except in cases where the Holder indicates in the Exercise Notice that it intends to exercise this Warrant in the manner specified in Section 1.4. The person or persons in whose name(s) any certificate(s) representing Warrant Shares shall be issuable, upon exercise of this Warrant, shall be deemed to have become the holders(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Warrant Shares represented.

(b) Certificates for Warrant Shares purchased upon exercise of this Warrant shall be delivered by the Company to Holder as soon as practicable after the date of the Exercise Time. Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, the Company shall prepare a new Warrant, substantially identical hereto, representing the rights formerly represented by this Warrant which have not expired or been exercised and shall as soon as practicable deliver such new Warrant to the person designated for delivery in the Exercise Notice.

(c) The Warrant Shares issuable upon the exercise of this Warrant shall be deemed to have been issued to Holder at the Exercise Time, and Holder shall be deemed for all purposes to have become the record holder of such Common Stock at the Exercise Time.

(d) The issuance of certificates for Warrant Shares upon exercise of this Warrant shall be made without charge to Holder for any issuance tax in respect thereof or other cost incurred by the Company in connection with such exercise and the related issuance of Warrant Shares (other than any transfer taxes resulting from the issuance of Warrant Shares to any person other than Holder).

(e) The Company shall not close its books against the transfer of this Warrant or of any Warrant Shares issued or issuable upon the exercise of this Warrant in any manner which interferes with the timely exercise of this Warrant.

(f) During the Exercise Period, the Company shall reserve and keep available out of its authorized but unissued Common Stock such number of Warrant Shares issuable upon the full exercise of this Warrant. All Warrant Shares which are so issuable shall, when issued and upon the payment of the applicable Exercise Price, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges and not subject to the pre-emptive rights of any holder of Common Stock or any other class or series of stock of the Company. During the Exercise Period, the Company shall not take any action which would cause the number of authorized but unissued Common Stock to be less than the number of such shares required to be reserved hereunder for issuance upon exercise of this Warrant.

1.4 Cashless Exercise . Notwithstanding the provisions of Section 1.3(a)(iii) requiring payment by wire transfer or check, the Company agrees that, unless otherwise prohibited by law, Holder shall have the right at any time and from time to time to exercise this Warrant in full or in part on a cashless basis, computed using the following formula:

X =		Y (A-B)
	A

Where:

X = The number of Warrant Shares to be issued to the Holder pursuant to this cashless exercise;

Y = The number of Warrant Shares in respect of which the net issue election is made;

A = The Fair Market Value (as defined below) of one Warrant Share at the time the cashless exercise election is made; and

B = The Exercise Price (as adjusted to the date of the cashless exercise).

The term “Fair Market Value” shall mean (A) if the class of Warrant Shares is exchange-traded, the closing sale or last sale price per share of the class of Warrant Shares, (B) if the class of Warrant Shares is regularly traded in any over-the-counter market, the average of the bid and asked prices per share of the class of Warrant Shares, and (C) if the class of Warrant Shares is not traded as described in clause (A) or (B), the per share fair market value of the class of Warrant Shares as determined in good faith by the Company’s Board of Directors. Fair Market Value as of a given date with respect to clauses (A) and (B) shall be determined as of the close of business on the day prior to the date of determination, or if no trading in the class of Warrant Shares takes place on such date, on the next preceding trading day on which there has been such trading.

1.5 “Easy Sale” Exercise . In lieu of the payment methods set forth above, when permitted by law and applicable regulations, the Holder may pay the Exercise Price through a “same day sale” commitment from the Holder (and if applicable a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”)), whereby the Holder irrevocably elects to exercise this Warrant and to sell at least that number of Warrant Shares so purchased to pay for the Exercise Price (and up to all of the Warrant Shares so purchased) and the Holder (or, if applicable, the FINRA Dealer) commits upon sale (or, in the case of the FINRA Dealer, upon receipt) of such Warrant Shares to forward the Exercise Price directly to the Company, with any sale proceeds in excess of the Exercise Price being for the benefit of the Holder.

1.6 Exercise Notice . Upon any exercise of this Warrant, Holder shall deliver to the Company an Exercise Notice in substantially the form set forth in Exhibit A hereto.

1.7 No Fractional Shares . If a fractional share of Warrant Shares would, but for the provisions of this Section 1.7, be issuable upon exercise of the rights represented by this Warrant, the Company shall round up the number of shares delivered to Holder to the nearest whole share.

2. Adjustments to Warrant Shares .

2.1 Capital Reorganizations and Other Reclassifications . In case of any capital reorganization of the Company, or of any reclassification of the Common Stock, or in case of the consolidation of the Company with, or the merger of the Company with, or merger of the Company into, any other corporation (other than a consolidation or merger which does not result in any reclassification or change of the outstanding Common Stock) or of the sale of the properties and assets of the Company as, or substantially as, an entirety to any other corporation or entity, this Warrant shall, after such capital reorganization, reclassification of the Common Stock, consolidation, merger, or sale, be exercisable, upon the terms and conditions specified in this Warrant, for the kind, amount and number of shares or other securities, assets, or cash to which a holder of the number of Common Stock purchasable (at the time of such capital reorganization, reclassification of the Common Stock, consolidation, merger or sale) upon exercise of such Warrant would have been entitled to receive upon such capital reorganization, reclassification of the Common Stock, consolidation, merger, or sale; and in any such case, if necessary, the provisions set forth in this Section 2 with respect to the rights and interests thereafter of Holder shall be appropriately adjusted so as to be applicable, as nearly equivalent as possible, to any shares or other securities, assets, or cash thereafter deliverable on the exercise of this Warrant. The Company shall not effect any such consolidation, merger, or sale, unless prior to or simultaneously with the consummation thereof the successor corporation or entity (if other than the Company) resulting from such consolidation or merger or the corporation or entity purchasing such assets or other appropriate corporation or entity shall assume, by written instrument, the obligation to deliver to Holder such shares, securities, assets, or cash as, in accordance with the foregoing provisions, such holders may be entitled to purchase and other obligations hereunder.

2.2 Notice of Record Date, etc . In the event the Company shall propose to take any action of the types requiring an adjustment pursuant to this Section 2 or a dissolution, liquidation or winding up of the Company shall be proposed, the Company shall give notice to Holder as provided in Section 8, which notice shall specify the record date, if any, with respect to any such action and the date on which such action is to take place. Such notice shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action (to the extent such effect may be known at the date of such notice) on the Exercise Price and the number, kind or class of shares or other securities or property which shall be deliverable or purchasable upon the occurrence of such action or deliverable upon the exercise of the Warrants. In the case of any action which will require the fixing of a record date, unless otherwise provided in this Warrant, such notice shall be given at least twenty (20) days prior to the date so fixed, and in case of all other action, such notice shall be given at least thirty (30) days prior to the taking of such proposed action.

3. Call of the Warrants by the Company.

(a) The Company shall have the right to call any or all of the Warrants, in the event that the closing price for the Company’s shares of Common Stock on any five consecutive trading days has been in excess of 200% of the then effective Exercise Price (i.e. $2.00 per share). As used herein, “ trading day ” means a day on which the shares of Common Stock are traded on the national securities exchange on which the shares of Common Stock are then listed or quoted, or (b) if the shares of Common Stock are not listed on a national securities exchange, a day on which the shares of Common Stock are traded in the over-the-counter market, as reported by the National Quotation Bureau, Inc., or an equivalent generally accepted reporting service (OTC:QB); provided , however , that in the event that the shares of Common Stock are not listed or quoted as set forth in (a) or (b) hereof, then trading day shall mean any calendar day that is not a Saturday, Sunday or federal holiday. Upon any such call, the Warrants will be exercisable for ten (10) days from the call date.

(b) Notice of the call shall be mailed and deemed received five (5) days after mailing date (the “ Call Date ”) and shall be given to the Warrant Agent and the Holder in accordance with the provisions hereof.

(c) The closing price for each day shall be the closing price on such day on the principal national securities exchange on which the shares are listed or admitted to trading, or if they are not listed or admitted to trading on any national securities exchange, but are traded in the over-the-counter market, the closing price for the Common Stock as set forth on the OTC Markets Website (www.otcmarkets.com), or other quotation service selected from time to time by the Company for that purpose

4. No Voting Rights . This Warrant shall not entitle Holder to any voting rights or other rights as a stockholder of the Company.

5. Transfer of Warrant. The securities represented hereby and the Warrant Shares issuable upon exercise hereof have not been registered under the Securities Act and may not be offered, sold or otherwise transferred, pledged or hypothecated in the absence of a registration statement in effect with respect to such securities, or delivery of an opinion of counsel in form and substance satisfactory to the Company that such offer or sale or transfer, pledge or hypothecation is in compliance with the Securities Act, or unless sold in full compliance with Rule 144 under the Securities Act.

6. Representations and Warranties of the Company . The Company represents and warrants to Holder as follows:

(a) This Warrant has been duly authorized and executed by the Company and is a valid and binding obligation of the Company enforceable in accordance with its terms; and

(b) The Warrant Shares, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable.

7. Representations and Warranties by Holder . Holder represents and warrants to the Company as follows:

(a) This Warrant is being acquired for its own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act. Upon exercise of this Warrant, Holder shall, if so requested by the Company, confirm in writing, in a form reasonably satisfactory to the Company, that the Warrant Shares issuable upon exercise of this Warrant are being acquired for investment and not with a view toward distribution or resale;

(b) Holder understands that this Warrant and the Warrant Shares have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(a)(2) thereof and that this Warrant and the Warrant Shares may be resold without registration under the Securities Act only in certain limited circumstances;

(c) Holder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the purchase of this Warrant and the Warrant Shares purchasable pursuant to the terms of this Warrant and of protecting its interest in connection therewith;

(d) Holder is able to bear the economic risk of the purchase of the Warrant Shares pursuant to the terms of this Warrant; and

(e) Holder is an accredited investor within the meaning of Regulation D promulgated under the Securities Act.

8. Replacement . Upon receipt of evidence reasonably satisfactory to the Company (an affidavit of Holder shall be satisfactory) of the ownership and the loss, theft, destruction or mutilation of this Warrant, and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Company or, in the case of any such mutilation upon surrender of such Warrant, the Company shall execute and deliver in lieu of such Warrant a new Warrant of like kind representing the same rights represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate.

9. Notices . Except as otherwise expressly provided herein, all notices and deliveries referred to in this Warrant shall be in writing and shall be delivered personally, sent by reputable overnight courier service (charges prepaid) or sent by registered or certified mail, return receipt requested, postage prepaid and shall be deemed to have been given when so delivered (or when received, if delivered by any other method) if sent (i) to the Company, at its principal executive offices and (ii) to Holder, at Holder’s address as it appears in the records of the Company.

10. Amendment and Waiver . The provisions of this Warrant contain the entire understanding between the parties hereto with respect to the subject matter hereof and may be amended and waived only if such amendment or waiver is set forth in writing executed by the Company and the Holder.

11. Descriptive Headings; Governing Law . The descriptive headings of the several Sections of this Warrant are inserted for convenience only and do not constitute a part of this Warrant. This Warrant shall be construed in accordance with the laws of the State of Nevada applicable to contracts made and performed within such State, without regard to principles of conflicts of law.

12. Benefits of Agreement; Successors . This Warrant shall be binding and inure to the benefit of the parties and their respective successors and assigns hereunder; provided that this Warrant may be assigned by Holder only in compliance with the conditions specified in and in accordance with all of the terms of this Warrant. This Warrant does not create and shall not be construed as creating any rights enforceable by any other person or corporation.

13. Severability . If any provision of this Warrant shall be held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions of this Warrant.

14. Piggy-Back Registration . If, at any time during the Exercise Period, the Company shall determine to prepare and file with the Securities and Exchange Commission (“ SEC ”) a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver to the Holder a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, Holder shall so request in writing, the Company shall include in such registration statement all or any part of any Shares such Holder requests to be registered; provided , however , that the Company shall not be required to register any Shares pursuant to this Section 5(f) that are eligible for resale without volume or manner of sale restrictions pursuant to Rule 144 promulgated by the SEC pursuant to the Securities Act or that are the subject of a then effective registration statement.

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed and attested by its duly authorized officers and to be dated the Date of Issuance hereof.

AMERICAN REBELHOLDINGS, INC.

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

EXHIBIT A

EXERCISE NOTICE

AMERICAN REBEL HOLDINGS, INC.

Attention: Chief Executive Officer

The undersigned hereby elects to purchase, pursuant to the provisions of the Common Stock Warrant issued by American Rebel Holdings, Inc. and held by the undersigned, the original of which is attached hereto, and (check the applicable box):

[ ] Tenders herewith payment of the exercise price in full in the form of cash or check in the amount of $____________ for _________ of such securities.

[ ] Elects the Net Issue Exercise option pursuant to Section 1.4 of the Warrant, and accordingly requests delivery of a net of ______________ of such securities, according to the following calculation:

X =	Y (A-B)	( )=	( ) [( ) – ( )]
	A		( )

Where X = the number of shares of Common Stock to be issued to Holder.

Y = the number of shares of Common Stock purchasable under the amount of the Warrant being exchanged (as adjusted to the date of such calculation).

A = the Fair Market Value of one share of the Company’s Common Stock.

B = Exercise Price (as adjusted to the date of such calculation).

[ ] Elects the Easy Sale Exercise option pursuant to Section 1.5 of the Warrant, and accordingly requests delivery of a net of ______________ of such securities.

The undersigned hereby represents and warrants that the undersigned is acquiring such shares for its own account for investment purposes only, and not for resale or with a view to distribution of such shares or any part thereof.

HOLDER:			Name in which shares should be registered:


Name:
Title:
Date:
Address:

CONVERTIBLE TERM NOTE

Issuance Date: October 5, 2018

Principal Amount: $100,000

FOR VALUE RECEIVED, AMERICAN REBEL HOLDINGS, INC. , a Nevada corporation (the “ Borrower ”), hereby promises to pay to Peter Clark, MD (the “ Holder ”) or its registered assigns or successors in interest, on order, the sum of One Hundred Thousand Dollars (the “ Principal Amount ”) together with any accrued and unpaid interest hereon, on the six month anniversary of the date of this Note (the “ Maturity Date ”) if not sooner paid.

The following terms shall apply to this Note:

2. Payment of Principal Amount . The Borrower shall pay the Holder the entire Principal Amount of this Note, if not earlier converted or redeemed, on the Maturity Date in one lump sum payment.

3. Borrower Redemption of Principal Amount . The Borrower will have the option of prepaying the outstanding Principal Amount (“ Optional Amortizing Redemption ”), in whole or in part, by paying to the Holder a sum of money equal to one hundred percent (100%) of the Principal Amount to be redeemed, together with accrued but unpaid Interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note (the “ Redemption Amount ”) on the Redemption Payment Date (as defined below). The Borrower shall deliver to the Holder a notice of redemption (the “ Notice of Redemption ”) specifying the date for such Optional Redemption (the “ Redemption Payment Date ”), which date shall be not less than seven (7) business days after the date of the Notice of Redemption (the “ Redemption Period ”). On the Redemption Payment Date, the Redemption Amount shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Notice of Redemption will be null and void.

4. Holder Demand for Redemption of Principal Amount . At any time following the Borrower’s receipt of Three Million Dollars ($3,000,000) in equity financing (exclusive of this Note and any other convertible notes issued by the Borrower up to $1 million in total proceeds), the Holder shall have the option of requiring the Borrower to prepay the outstanding Principal Amount, in whole or in part (in increments of not less than $50,000), by paying to the Holder a sum of money equal to one hundred percent (100%) of the Principal Amount to be redeemed, together with accrued but unpaid Interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note (the “ Demand Redemption Amount ”) on the Redemption Payment Date (as defined below). The Borrower shall deliver to the Holder a notice of demand redemption (the “ Demand Notice of Redemption ”) specifying the date for such Demand Redemption (the “ Demand Redemption Payment Date ”), which date shall be not less than thirty (30) business days after the date of the Demand Notice of Redemption (the “ Demand Redemption Period ”). On the Demand Redemption Payment Date, the Demand Redemption Amount shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Demand Redemption Amount on the Demand Redemption Payment Date as set forth herein, then the full amount of this Note shall be in default and immediately due and payable by Borrower.

5. Conversion of Note .

7. Warrant . The Borrower shall issue the Holder a three-year warrant to purchase 100,000 shares of common stock at $1.00 per share, as further described and subject to the terms and conditions of the Warrant Agreement attached hereto as Exhibit B.

The occurrence of any of the following events is an “ Event of Default ”:

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF , the Borrower has caused this Note to be signed in its name effective as of this 5th day of October , 2018 .

AMERICAN REBEL HOLDINGS, INC.

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

HOLDER:

By:	/s/Peter Clark
	Peter Clark

Address:


Facsimile Number:

EXHIBIT A

NOTICE OF CONVERSION

(To be executed by the Holder in order to convert all or part of the Note into Shares)

1.	Date of Notice

2.	Date of Conversion:		(must be at least 31 days from Date of Notice)

3.	Conversion Amount

4.	Conversion Price

5.	Shares To Be Delivered:

		By:
		Name:
		Title:

EXHIBIT B

WARRANT

AMERICAN REBEL HOLDINGS, INC.

COMMON STOCK WARRANT

No.
Date of Issuance:

This Warrant is subject to the following provisions:

1. Exercise of Warrant .

1.1. Purchase of Shares . Subject to the terms and conditions hereinafter set forth, Holder is entitled, upon surrender of this Warrant at the principal office of the Company (or at such other place as the Company shall notify Holder in writing), to purchase from the Company up to _____________________________________________ shares of the Company’s restricted Common Stock (the “ Warrant Shares ”) for $1.00 per share (the “ Exercise Price ”).

1.3 Exercise Procedure .

(a) This Warrant shall be deemed to have been exercised at such time when the Company has received all of the following items (the “ Exercise Time ”):

i. a completed Exercise Notice, as described in Section 1.5, executed by Holder exercising all or part of the purchase rights represented by this Warrant;

ii. this Warrant; and

iii. payment to the Company of an amount equal to the Exercise Price multiplied by the number of Warrant Shares being purchased, at the election of Holder, by wire transfer or certified check payable to the order of the Company, except in cases where the Holder indicates in the Exercise Notice that it intends to exercise this Warrant in the manner specified in Section 1.4. The person or persons in whose name(s) any certificate(s) representing Warrant Shares shall be issuable, upon exercise of this Warrant, shall be deemed to have become the holders(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Warrant Shares represented.

Stock at the Exercise Time.

X =		Y (A-B)
	A

Where:

X = The number of Warrant Shares to be issued to the Holder pursuant to this cashless exercise;

Y = The number of Warrant Shares in respect of which the net issue election is made;

A = The Fair Market Value (as defined below) of one Warrant Share at the time the cashless exercise election is made; and

B = The Exercise Price (as adjusted to the date of the cashless exercise).

1.6 Exercise Notice . Upon any exercise of this Warrant, Holder shall deliver to the Company an Exercise Notice in substantially the form set forth in Exhibit A hereto.

2. Adjustments to Warrant Shares .

3. Call of the Warrants by the Company.

4. No Voting Rights . This Warrant shall not entitle Holder to any voting rights or other rights as a stockholder of the Company.

5. Transfer of Warrant . The securities represented hereby and the Warrant Shares issuable upon exercise hereof have not been registered under the Securities Act and may not be offered, sold or otherwise transferred, pledged or hypothecated in the absence of a registration statement in effect with respect to such securities, or delivery of an opinion of counsel in form and substance satisfactory to the Company that such offer or sale or transfer, pledge or hypothecation is in compliance with the Securities Act, or unless sold in full compliance with Rule 144 under the Securities Act.

6. Representations and Warranties of the Company . The Company represents and warrants to Holder as follows:

(a) This Warrant has been duly authorized and executed by the Company and is a valid and binding obligation of the Company enforceable in accordance with its terms; and

(b) The Warrant Shares, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable.

7. Representations and Warranties by Holder . Holder represents and warrants to the Company as follows:

(a) This Warrant is being acquired for its own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act. Upon exercise of this Warrant, Holder shall, if so requested by the Company, confirm in writing, in a form reasonably satisfactory to the Company, that the Warrant Shares issuable upon exercise of this Warrant are being acquired for investment and not with a view toward distribution or resale;

(b) Holder understands that this Warrant and the Warrant Shares have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(a)(2) thereof and that this Warrant and the Warrant Shares may be resold without registration under the Securities Act only in certain limited circumstances;

(c) Holder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the purchase of this Warrant and the Warrant Shares purchasable pursuant to the terms of this Warrant and of protecting its interest in connection therewith;

(d) Holder is able to bear the economic risk of the purchase of the Warrant Shares pursuant to the terms of this Warrant; and

(e) Holder is an accredited investor within the meaning of Regulation D promulgated under the Securities Act.

13. Severability . If any provision of this Warrant shall be held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions of this Warrant.

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed and attested by its duly authorized officers and to be dated the Date of Issuance hereof.

AMERICAN REBELHOLDINGS, INC.

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

EXHIBIT A

EXERCISE NOTICE

AMERICAN REBEL HOLDINGS, INC.

Attention: Chief Executive Officer

[ ] Tenders herewith payment of the exercise price in full in the form of cash or check in the amount of $____________ for _________ of such securities.

[ ] Elects the Net Issue Exercise option pursuant to Section 1.4 of the Warrant, and accordingly requests delivery of a net of _____________ of such securities, according to the following calculation:

X =	Y (A-B)	( )=	( ) [( ) – ( )]
	A		( )

Where X = the number of shares of Common Stock to be issued to Holder.

Y = the number of shares of Common Stock purchasable under the amount of the Warrant being exchanged (as adjusted to the date of such calculation).

A = the Fair Market Value of one share of the Company’s Common Stock.

B = Exercise Price (as adjusted to the date of such calculation).

[ ] Elects the Easy Sale Exercise option pursuant to Section 1.5 of the Warrant, and accordingly requests delivery of a net of ______________ of such securities.

HOLDER:			Name in which shares should be registered:


Name:
Title:
Date:
Address:

LOAN AGREEMENT

THIS AGREEMENT made this 1st day of November 2018 by PALADIN REINSURANCE COMPANY, INC. (“Lender”) and AMERICAN REBEL HOLDINGS, INC., a Nevada corporation (“Borrower”), collectively (“Parties”).

WITNESSETH:

WHEREAS, Borrower desires to obtain loans from Lender to serve Borrower’s business needs; and,

WHEREAS, Lender is willing to enter into loan transactions with Borrower on the terms and conditions as set forth in this Agreement; and,

NOW THEREFORE, for Ten and no/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by all Parties, the Parties agree as follows:

1. Lender agrees to loan the principal sum of Four Hundred Thousand and no/100 Dollars ($400,000.00) to Borrower that will be evidenced by separate Borrower’s negotiable Promissory Note in the form set forth as Exhibit “1” (“Note”) attached hereto and incorporated herein by reference.

2. Borrower further warrants and represents that its CEO/president, Charles A. Ross, Jr., has actual authority by Borrower’s Board of Directors to enter into this transaction with Lender on the terms set forth herein.

IN WITNESS WHEREOF the parties have executed this Agreement on the dates set forth each signature below.

(Signature Page to Follow)

BORROWER:
AMERICAN REBEL, INC.

By:	/s/Charles A. Ross, Jr.	Date: 10-31-2018
	Charles A. Ross, Jr., as president and CEO

LENDER:
By:	/s/ Dr. Roy Talley	Date: 10-31-2018
Name:	Roy L. Talley, Jr.	Title: President

PROMISSORY NOTE (“Note”)

$400,000

November 1, 2018

FOR VALUE RECEIVED on the date stated above (the “Effective Date”), the undersigned AMERICAN REBEL HOLDINGS, INC. (the “Borrower”) promises to pay to the order of PALADIN REINSURANCE COMPANY, INC. (the “Lender”) c/o Accountants and Business Advisors, LLC (ABA), at 2631-A N.W. 41 ^st Street, Gainesville, FL 32606, or at such other place as the Lender may designate in writing to the undersigned Borrower, the sum of FOUR HUNDRED THOUSAND DOLLARS ($400,000), together with interest thereon (the “Debt”), in accordance with the following terms and conditions.

1. Stated Interest Rate. The principal sum outstanding hereunder ($400,000) shall bear interest at a rate of TWELVE PER CENT (12%) per annum (the “Stated Interest Rate”). As attested by the Borrower, the Lender entered into this loan for working capital needs of the Borrower.

2. Term. After the passage of six months from the Effective Date, the principal amount, and all interest, shall be repaid in one lump sum.

3. Cure. In the event of default in the payment of said principal and interest, Lender shall thereafter be entitled to bring suit against the Borrower in a court of competent jurisdiction.

4. Prepayment. Payment on the Debt may be made at any time by the Borrower, or from time to time, in whole or in part, without any penalty.

5. Expenses . All expenses, filing fees, legal fees in connection with this Note incurred by the Borrower in connection with this loan transaction including transfer, assignment or pledge of this Note will be paid by the Borrower.

6. Place of Payment. All payments hereunder shall be made to the address of the Lender as set forth herein or as the Lender may otherwise designate in writing to the Borrower.

7. Notices . All notices, approvals, consents, demands, requests or other communications required or permitted under this Note (“Notices”) shall be in writing, shall be addressed to the receiving party, and shall be personally delivered, sent by overnight mail (a carrier that provides receipts for all deliveries), sent by certified mail, postage prepaid, return receipt requested, sent by email (provided that a successful electronic confirmation is received), or sent by facsimile transmission (provided that a successful transmission report is received). All Notices shall be effective upon receipt at the address indicated next to the party’s name in this Note or at such other address as shall be designated by such party in a written notice delivered in accordance with this Paragraph. Notice of change of address shall be given by written notice in the manner set forth in this Paragraph. Rejection or other refusal to accept or the inability to deliver any Notice due to changed address or facsimile number of which no Notice in accordance with this Paragraph was given shall be deemed to constitute receipt of such Notice. Any operational failure of a Notice recipient’s facsimile equipment shall extend the time for giving of Notice during such period up to a maximum delay of forty-eight (48) hours.

8. Severability. If any provision hereof is found by a court of competent jurisdiction to be invalid, illegal or unenforceable, then the other provisions hereof shall remain in full force and effect and shall not be strictly construed for or against the drafter of this Promissory Note.

9. Binding Nature. The provisions of this Promissory Note shall be binding on the Borrower, successors and assigns of the Borrower, and shall inure to the benefit of the Lender and any subsequent holder of this Promissory Note, and their respective successors and assigns.

10. Construction; Governing Law, Jurisdiction; Jury Trial. This Note shall be governed as to its validity, interpretation, construction, effect and in all other respects by and in accordance with the laws and interpretations thereof of the State of Tennessee, without giving effect to the principles of conflicts of laws. Each party hereby irrevocably submits to the exclusive jurisdiction of the State of Tennessee, and agrees that any dispute litigated shall be commenced and resolved in the District Court of Davidson County, Tennessee for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, or in any manner arising in connection with or related to the transactions contemplated hereby or involving the parties hereto whether at law or equity and under any contract, tort or any other claim whatsoever and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper.

Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing or faxing a copy thereof to such party at the address for such notices as listed in this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.

Unless the context otherwise requires, the use of terms in singular and masculine form shall include in all instances singular and plural number and masculine, feminine and neuter gender.

IN WITNESS WHEREOF , Borrower has executed this Promissory Note as of the Effective Date.

Borrower: AMERICAN REBEL HOLDINGS, INC.

By:	/s/Charles A. Ross, Jr.
Name:	Charles A. Ross, Jr.
Title:	Chief Executive Officer

Approved as to the Form and Content as of the Effective Date hereof:

Lender: PALADIN REINSURANCE COMPANY, INC.

Name:	Roy L. Talley, Jr.
Title:	President
	/s/Dr. Roy Talley

LOAN AGREEMENT

THIS AGREEMENT made this 2 ^nd day of January 2019 by and between Harvey M. Burstein (“Lender”) and AMERICAN REBEL, INC., a Nevada corporation (“Borrower”).

WITNESSETH:

WHEREAS, Borrower desires to obtain a loan from Lender for the purchase of inventory, as evidenced by the purchase order attached hereto; and,

WHEREAS, Lender is willing to enter into a loan transaction with Borrower on the terms and conditions as set forth in this Agreement; and,

NOW THEREFORE, for Ten and no/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by all parties, the parties agree as follows:

1. Lender agrees to loan the principal sum of One Hundred Thirty Thousand and no/100 Dollars ($130,000.00) to Borrower that will be evidenced by Borrower’s negotiable promissory note in the form set forth as Exhibit “1” (“Note”) attached hereto and incorporated herein by reference.

2. Borrower hereby pledges as collateral security for the Note a first priority security interest in the inventory described in the purchase order set forth on Exhibit “3” (“Inventory”) to be located at 9641 Lackman Road, Lenexa, Kansas 66219, (or such other location to which such inventory shall be moved with advance written notice of such other location to Lender), as more fully set forth in the Security Agreement provided as part of this transaction and attached hereto as Exhibit 2.

3. Borrower further warrants and represents that its CEO/president, Charles A. Ross, Jr., has actual authority by Borrower’s Board of Directors to enter into this transaction with Lender on the terms set forth herein.

IN WITNESS WHEREOF the parties have executed this Agreement on the dates set forth each signature below.

BORROWER:
AMERICAN REBEL, INC.

By:	/s/Charles A. Ross, Jr.
	Charles A. Ross, Jr., as president and CEO
Date:	January 2, 2019

LENDER:
	/s/Harvey M. Burstein
	Harvey M. Burstein

Exhibit 1

SECURED PROMISSORY NOTE

$130,000.00 principal

Nashville, Tennessee

January 2, 2019

FOR VALUE RECEIVED, AMERICAN REBEL, INC. a corporation, having an office at 718 Thompson Lane, Suite 108-199, Nashville, Tennessee 37204 (hereinafter “Maker”), promises to pay to the order of Harvey M. Burstein , its heirs and assigns, having a residence at 13901 Conser Street, Unit 1607, Overland Park, Kansas, 66223 (hereinafter “Holder”) the principal sum of One Hundred Thirty Thousand and no/100 Dollars ($130,000.00) in lawful money of the United States of America, with all Interest thereon, plus other sums and amounts as defined and specified in this Secured Promissory Note (hereinafter “Note”).

1. Interest. This Note shall bear, and the Maker shall pay, interest (“Interest”) at the stated rate of 12.0% per annum on the outstanding principal balance from the date of funding of principal to Maker through the Maturity Date, on a lump sum basis on the Maturity Date along with the Principal payment made pursuant to Section 2 below.

2. Payment and Maturity Date. Principal on the Note, and all accrued but unpaid interest thereon, shall be paid by Maker to Holder on or before April 3, 2019 (“Maturity Date”). Interest is calculated on a 360 day year.

3. Prepayment Privilege. Maker may prepay this Note in whole or in part at any time.

4. Default. Maker shall perform its obligations and covenants in this Note and in each and every other agreement between Maker and Holder pertaining to the indebtedness evidenced hereby. The following provisions shall apply upon failure of Maker so to perform.

4.1 Event of Default . Any of the following events shall constitute an “Event of Default” hereunder:

4.1.1 Failure of Maker to pay the sums provided for herein when due, which failure continues for a period of ten (10) business days after the due date of the amount involved; or

4.1.2 Failure of Maker to perform any of the other covenants, conditions, provisions or agreements contained herein; or

4.1.3 The entry of an order for relief under Federal Bankruptcy Code as to Maker or entry of any order appointing a receiver or trustee for any of Maker or approving a petition in reorganization or other similar relief under bankruptcy or similar laws in the United States of America or any other competent jurisdiction, and if such order, if involuntary, is not satisfied or withdrawn within sixty (60) days after entry thereof; or the filing of a petition by Maker seeking any of the foregoing, or consenting thereto; or filing of a petition to take advantage of any debtor’s act; or making a general assignment for the benefit of creditors; or admitting in writing inability to pay debts as they mature; or in the event that garnishment, attachment, levy or execution is issued against any collateral securing the Maker’s obligations.

4.2 Acceleration . In addition to any other rights or remedies provided for under this Note, upon any Event of Default and the expiration of any applicable cure periods, at the option of Holder, all sums evidenced hereby, including all principal, Interest, fees and all other amounts due hereunder shall become immediately due and payable without notice, and interest on the outstanding unpaid principal balance plus prior unpaid accrued interest shall bear Interest at the rate of one and one/quarter percent (1.25%) per month on the outstanding principal balance, until paid in full. Holder may exercise such rights and remedies in the Event of Default as provided in the Agreement.

4.3 Notice by Maker . Upon the happening of any Event of Default specified in this Paragraph 4 that is not cured within the respective periods prescribed above, Maker will give prompt written notice thereof to Holder of this Note.

4.4 No Waiver . Failure of Holder to exercise any option hereunder shall not constitute a waiver of the right to exercise the same in the event of any subsequent default, or in the event of continuance of any existing default after demand or performance thereof.

5. Security. This Note is secured by the security agreement provided by Maker.

6. Expenses and Identity of Maker.

6.1 All expenses, filing fees, legal fees in connection with this Note (including the extension and modification thereof) incurred by Holder in connection with this loan transaction including the transfer, assignment or pledge of this Note will be paid by Maker.

6.2 Maker may treat the person in whose name this Note is registered as the owner and Holder of this Note for the purpose of receiving payment of all principal of and all Interest on this Note, and for all other purposes whatsoever, whether or not such Note shall be overdue and, except for transfers effected in accordance with this Subparagraph, Maker shall be affected by notice to the contrary.

7. Notices . All notices, approvals, consents, demands, requests or other communications required or permitted under this Note ("Notices") shall be in writing, shall be addressed to the receiving party, and shall be personally delivered, sent by overnight mail (FedEx® or another carrier that provides receipts for all deliveries), sent by certified mail, postage prepaid, return receipt requested, sent by e-mail (provided that a successful electronic confirmation is received), or sent by facsimile transmission (provided that a successful transmission report is received). All Notices shall be effective upon receipt at the address indicated next to the party’s name in this Note or at such other address as shall be designated by such party in a written notice delivered in accordance with this Paragraph. Notice of change of address shall be given by written notice in the manner set forth in this Paragraph. Rejection or other refusal to accept or the inability to deliver any Notice due to changed address or facsimile number of which no Notice in accordance with this Paragraph was given shall be deemed to constitute receipt of such Notice. Any operational failure of a Notice recipient's facsimile equipment shall extend the time for giving of Notice during such period up to a maximum delay of forty-eight (48) hours.

8. Usury. Notwithstanding any provision of this Note to the contrary, the total liability for payments in the nature of Interest under this Note shall not exceed the limits imposed by applicable law. Maker shall not assert a claim, and shall actively resist any attempts to compel it to assert a claim, respecting a benefit under any present or future usury laws against Holder of this Note. Nothing contained in this Note or any of the other Loan Documents shall require the Maker to pay, or the Payee to accept, interest in an amount which would subject the Payee to any penalty or forfeiture under applicable law. Notwithstanding that it is not intended hereby to charge interest at a rate in excess of the maximum legal rate of interest permitted to be charged to the Maker under applicable law, if interest in excess of such maximum legal rate shall be payable hereunder, then, ipso facto , such rate shall be reduced to the highest lawful rate so that no amounts shall be charged which are in excess thereof, and, in the event it should be determined that any excess over such highest lawful rate has been received, such excess shall be applied by the Holder in reduction of the outstanding principal indebtedness evidenced by this Note.

9. Binding Effect. This Note shall be binding upon the parties hereto and their respective heirs, executors, administrators, representatives, successors and permitted assigns.

10. Collection Fees. Except as otherwise provided herein, the Maker shall pay all costs of collection, including reasonable attorneys’ fees and all costs of suit and preparation for such suit (and whether at trial or appellate level), in the event the unpaid principal amount of this Note, or any payment of Interest is not paid when due, or in case it becomes necessary to protect the security for the indebtedness evidenced hereby, or in the event Holder is made party to any litigation because of the existence of the indebtedness evidenced by this Note, or if at any time the Holder should incur any attorneys’ fees in any proceeding under the Federal Bankruptcy Code (or other similar laws for the protection of debtors generally) in order to collect any indebtedness hereunder or to preserve, protect or realize upon any security for, or guarantee or surety of, such indebtedness whether suit be brought or not, and whether through courts of original jurisdiction, as well as in courts of appellate jurisdiction, or through a bankruptcy court or other legal proceedings.

11. Construction; Governing Law; Jurisdiction; Jury Trial. This Note shall be governed as to its validity, interpretation, construction, effect and in all other respects by and in accordance with the laws and interpretations thereof of the State of Kansas, without giving effect to the principles of conflicts of laws. Each party hereby irrevocably submits to the exclusive jurisdiction of the State of Kansas, and agrees that any dispute litigated shall be commenced and resolved in the District Court of Johnson County, Kansas for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, or in any manner arising in connection with or related to the transactions contemplated hereby or involving the parties hereto whether at law or equity and under any contract, tort or any other claim whatsoever and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper.

This Note has been negotiated, executed, made and delivered in the County of Johnson, State of Kansas, where all advances and repayments shall be made. It is agreed that this Note, and all Loan Documents shall not become effective until Maker signs and ratifies them, thus causing this Note and all Loan Documents to be deemed executed in Kansas.

Unless the context otherwise requires, the use of terms in singular and masculine form shall include in all instances singular and plural number and masculine, feminine and neuter gender.

12. Severability. If any one or more of the provisions contained in this Note or any future amendment hereto shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Note or such other agreement, and in lieu of each such invalid, illegal or unenforceable provision there shall be added automatically as a part of this Note a provision as similar in terms to such invalid, illegal or unenforceable provision as may be possible and be valid, legal and enforceable.

13. Miscellaneous. Time is of the essence with respect to the performance of each and every covenant, condition, term and provision hereof.

13.1 Maker and any endorsers, sureties and guarantors hereof or hereon hereby waive presentment for payment, demand, protest, notice of non-payment or dishonor and of protest, and agree to remain bound until the principal sum of this Note or the amount thereof outstanding and interest and all other sums payable hereunder are paid in full notwithstanding any extensions of time for payment which may be granted even though the period of extension be indefinite, and notwithstanding any inaction by, or failure to assert any legal right available to, the Holder.

13.2 It is further expressly agreed that any waiver by the Holder, other than a waiver in writing signed by the Holder, of any term or provision hereof or of any of the other Loan Documents or of any right, remedy or option under this Note or any of the other Loan Documents shall not be controlling, nor shall it prevent or estop the Holder from thereafter enforcing such term, provision, right, remedy or option, and the failure or refusal of the Holder to insist in any one or more instances upon the strict performance of any of the terms or provisions of this Note or any of the other Loan Documents shall not be construed as a waiver or relinquishment for the future of any such term or provision, but the same shall continue in full force and effect, it being understood and agreed that the Holder’s rights, remedies and options under this Note and the other Loan Documents are and shall be cumulative and are in addition to all other rights, remedies and options of the Payee in law or in equity or under any other agreement.

13.3 Maker and Holder hereby irrevocably waive all rights to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Note and Maker also irrevocably waives the right, in such action, proceeding or counterclaim, to interpose any counterclaims (except to the extent that such counterclaims are compulsory and may not be brought in a separate action) or set-offs of any kind or description.

13.4 In the event that any provision of this Note or the application thereof to the Maker or any circumstance in any jurisdiction governing this Note shall, to any extent, be invalid or unenforceable under any applicable statute, regulation or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform to such statute, regulation or rule of law, and the remainder of this Note and the application of any such invalid or unenforceable provision to parties, jurisdictions or circumstances other than to whom or to which it is held invalid or unenforceable shall not be affected thereby nor shall same affect the validity or enforceability of any other provision of this Note.

13.5 Time is of the essence as to all dates set forth in this Note, subject to any applicable notice or grace period provided herein; provided, however, whenever any payment to be made hereunder shall be stated to be due on a day other than a Business Day, such payment may be made on the next succeeding Business Day and such extension of time shall in such case be included in the computation of interest payable hereunder.

13.6 Maker hereby agrees to perform and comply with each of the terms, covenants and provisions contained in this Note and in any instrument evidencing or securing the indebtedness evidenced by this Note on the part of the Maker to be observed and/or performed hereunder and thereunder. No release of any security for the principal sum due under this Note, or of any portion thereof, and no alteration, amendment or waiver of any provision of this Note or of any instrument evidencing and/or securing the indebtedness evidenced by this Note made by agreement between the Holder and any other person or party shall release, discharge, modify, change or affect the liability of the Maker under this Note or under such instrument.

13.7 No act of commission or omission of any kind or at any time upon the part of Holder in respect of any matter whatsoever shall in any way impair the rights of Holder to enforce any right, power or benefit under this Note and no set-off, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Maker has or may have against the Holder shall be available hereunder to the Maker.

13.8 The captions preceding the text of the various paragraphs contained in this Note are provided for convenience only and shall not be deemed to in any way affect or limit the meaning or construction of any of the provisions hereof.

13.9 In the event that the terms and provisions of this Note in any way conflict with the terms and provisions of the other Loan Documents, the terms and provisions of this Note shall prevail.

AMERICAN REBELHOLDINGS, INC.

By:	/s/Charles A. Ross, Jr.
	Charles A. Ross, Jr., as president and CEO

Exhibit 2

SECURITY AGREEMENT

ON THIS 2 ^nd day of January 2019, AMERICAN REBEL, INC., a Nevada corporation, (hereinafter “Debtor”) , whose address is 718 Thompson Land, Suite 108-199, Nashville, TN 37204 in exchange for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby grants to Holder of that certain Secured Note of the Debtor (together, the “Secured Party”) in the aggregate principal amount of $130,000, as the same may be amended from time to time, (the “Note”), issued by the Debtor to the Secured Party in connection with that certain Loan Agreement entered into by and among the Debtor and the Secured Party, on or about January 2, 2019, a security interest in the following Collateral, evidenced by the purchase order attached hereto, to be located at 9641 Lackman Road, Lenexa, Kansas 66219 (the “Warehouse”):

The word “Collateral” means the following described property of Debtor, whether now owned or hereafter acquired, whether not existing or hereafter arising, and located at the Warehouse.

ALL INVENTORY as shown and described in the attached Exhibit 3 spreadsheet P.O. dated January 15, 2018 .

In addition, the word “Collateral” includes all of the following, whether now owned or hereafter acquired, whether now existing or hereafter arising, and located at the Warehouse:

(A) All products, produce, and proceeds of any of the property described herein.

(B) All accounts, contract rights, general intangibles, instruments, rents, monies, payments and all other rights, arising out of a sale, lease, or other disposition of any property described herein as Collateral.

(C) All proceeds (including insurance proceeds) from the sale, destruction, loss, or other disposition or any property described herein as Collateral.

(D) All records and data relating to any of the property described herein whether in the form of a writing, photograph, microfilm, microfiche, or electronic or digital media, together with debtor’s right, title and interest in and to all computer software required to utilize, create, maintain, and process any such records or data on electronic or digital media.

(E) All attachments, accessions, accessories, tools, parts, supplies, increases, and additions to and all replacements of and substitutions for the equipment described above.

The term "proceeds," for the purposes of this Security Agreement, is to include whatever is received when Collateral or proceeds thereof are sold, exchanged, collected or otherwise disposed of.

1. WARRANTIES :

Debtor represents and warrants to Secured Party as follows:

1.1 Debtor is and, as to Collateral to be acquired after the date hereof, will be the owner of the Collateral free from any adverse lien, security interest or encumbrances; and Debtor agrees that it will defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein.

1.2 That the Collateral subject to this agreement will not be misused or abused, wasted or allowed to deteriorate; the Debtor shall immediately notify Secured Party of any event causing loss or depreciation in value or such Collateral and the amount of such loss or depreciation. Debtor will keep the Collateral free from any adverse lien, security interest or encumbrance, and will not use the Collateral in violation of any statute or ordinance.

1.3 The Collateral is bought or used primarily for business purposes other than farming.

1.4 No financing statement covering the Collateral or any proceeds thereof is on file in any public office and, at the request of the Secured Party, the Debtor will join with the Secured Party executing one or more financing statements in a form satisfactory to the Secured Party and will pay the cost of filing such financing statement, this security agreement and any continuation or termination statement in all public offices whenever filing is deemed by the Secured Party to be necessary or desirable. Without limiting the foregoing, Debtor agrees that whenever the Uniform Commercial Code requires Debtor to sign a financing statement for filing purposes, Debtor hereby appoints Secured Party or any of Secured Party's representatives as Debtor's attorney and agent, with fill power of substitution, to sign or endorse Debtor's name on any such financing statement or other documents and authorizes Secured Party to file such a financing statement in all places where necessary to perfect Secured Party's security interest in the Collateral.

1.5 To pay all taxes and assessments of every nature which may be levied or assessed against the Collateral.

1.6 Not to permit or allow any adverse lien, security interest or encumbrance, other than those excepted herein, whatsoever upon the Collateral and not to permit the same to be attached or replevied.

1.7 Until default, Debtor may use the Collateral in any lawful manner not inconsistent with this agreement or with the terms or conditions of any policy of insurance thereon.

1.8 At its option, the Secured Party may discharge taxes, liens, or security interest or other encumbrances at any time levied or placed on the Collateral and may pay for the repair of any damage or injury and pay for the maintenance and preservation of the Collateral. The Debtor agrees to reimburse the Secured Party on demand for any payment made or expenses incurred by the Secured Party pursuant to the foregoing authorization, and the amount of any such payment, with interest at the highest legal rate from date of payment until reimbursement, shall be added to the indebtedness owed by the Debtor and shall be secured by this security agreement.

1.9 The Debtor will at the Debtor's own expense forthwith insure the tangible Collateral in a reliable insurance company against loss or damage by fire, (including extended coverage) theft and against other such risks for an amount equal to $130,000.00 and keep the same so insured continuously until the full amount of said indebtedness is paid, with loss payable to the Secured Party as its interests may appear. Debtor will on demand deliver said policies of insurance or furnish proof of such insurance to the Secured Party, and in case of loss, the Secured Party shall retain from the insurance money an amount equal to the total balance of said indebtedness remaining unpaid, whether according to the tenor and effect of any invoice, statement or account or promissory note or notes evidencing such indebtedness the same is due or not. Should the Debtor fail or refuse to forthwith effect such insurance and deliver the policies or furnish proof of such insurance as aforesaid, or fail to keep the Collateral so insured continuously until the full amount of said indebtedness is paid, the Secured Party may at its option effect such insurance and the amount so paid for such insurance with interest at the highest rate of the total amount due or unpaid, and the Debtor will pay the Secured Party any and all costs and expenses incurred in recovering possession of the Collateral and incurred in enforcing this security agreement, and the same shall be secured by this security agreement.

1.10 The Debtor will not use or permit the use of the Collateral in violation of any applicable statute, regulations or ordinances.

1.11 Debtor is a corporation which is duly organized, validly existing, and in good standing under the laws of the state of debtor’s incorporation, which is Nevada. The execution delivery and performance of this agreement by debtor has been duly authorized by all necessary action by debtor and do not conflict with, result in a violation of, or constitute a default under (a) any provision of its articles of incorporation or organization, or bylaws, or any agreement or other instrument binding upon debtor or (b) any law, governmental regulation, court decree, or order applicable to debtor.

2. LOCATION OF COLLATERAL:

2.1 All of the Collateral referred to herein will be kept at the Warehouse, located at 9641 Lackman Road, Lenexa, Kansas 66219. Except in the ordinary course of its business debtor shall not remove the Collateral from its existing locations without the prior written consent of secured party.

3. REMOVAL OF COLLATERAL:

3.1 In the event Debtor removes said Collateral from the location set forth in paragraph 2.1, Secured Party must be notified within three (3) days of the new location of said Collateral or such removal may be considered an event of default.

4. POSSESSION OF COLLATERAL:

4.1 Until default, the Debtor may have possession of the Collateral and use it in any lawful manner not inconsistent with this agreement and not inconsistent with any policy or insurance thereon, but upon default, the Secured Party shall have the immediate right to the possession of the Collateral.

5. EVENTS OF DEFAULT:

5.1 Debtor shall be in default under this agreement upon the happening of any of the following events or conditions:

(a) Default in the payment of performance of any obligation, covenant, or liability contained or referred to herein or in any other document or agreement evidencing any obligation, liability, or indebtedness to the Secured Party by Debtor.

(b) Subsequent encumbrance to or of any of the Collateral, or the making of any levy, seizure or attachment thereof or thereon;

(c) Dissolution, termination of existence, merger, consolidation, reorganization, insolvency, business failure, appointment of a receiver of any part of the property of, assignment for the benefit of creditors by, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against the Debtor or any guarantor or surety for the Debtor;

6. SECURED PARTY'S RIGHTS AND REMEDIES:

6.1 Upon any such default and at any time thereafter, the Secured Party may declare all obligations secured hereby immediately due and payable and shall have the remedies of a Secured Party under the Uniform Commercial Code of the State of Kansas. The Secured Party may require the Debtor to assemble the Collateral and deliver or make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both parties. In the event Debtor fails or refuses to so assemble the Collateral, Secured Party shall have the right, and Debtor does hereby authorize and empower Secured Party, to enter upon the premises wherever the Collateral may be in order to remove the same. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Secured Party will give the Debtor reasonable notice of the time and place of any public sale thereof or of the time after which any private sale or any intended disposition thereof is to be made. The requirements of reasonable notice shall be met if such notice is mailed, postage prepaid, to the address of the Debtor as set forth herein or to the Debtor's last known address at least ten (10) days before the time of the sale or disposition. The cost of collection and enforcement, including attorney fees and expenses, shall be borne by Debtor whether the same is incurred by Secured Party or Debtor.

7. WAIVER:

7.1 No waiver by the Secured Party of any right, remedy or event of default with respect to any of the Debtor's obligations shall operate as a waiver of any other right, remedy, or event of default on a future occasion. The taking of this security agreement shall not waive or impair any other security said Secured Party may have or hereafter acquire for the payment of any notes, liabilities or other indebtedness, nor shall the taking of any additional security waive or impair this security agreement; but said Secured Party may resort to any security it may have in the order it may deem proper, and notwithstanding any Collateral security, the Secured Party shall retain its rights of set off against the Debtor. No waiver, change, modification, or discharge of any of the Secured Party's rights or the Debtor's duties as so specified or allowed will be effective unless contained in a written instrument signed by the Secured Party.

8. INSPECTION:

8.1 Debtor shall at all times and from time to time allow Secured Party by or through any of his agents, attorneys or accountants to examine or inspect the Collateral wherever located and to examine, inspect and make abstracts from Debtor's books and records with respect to Collateral.

9. CUMULATIVE REMEDIES:

9.1 All Secured Party's rights and remedies, whether evidences hereby or by any other agreement, instrument or paper, shall be cumulative and may be exercised singularly or concurrently.

10. DEMANDS AND NOTICES:

10.1 Any demand upon a notice to Debtor shall be deemed effective if such notice is mailed, postage prepaid, certified mail, return receipt requested, to the Debtor at the address set forth in this agreement. Demands or notices addressed to Debtor's address at which Secured Party customarily communicates with Debtor shall also be effective.

11. ASSIGNMENT:

11.1 All rights of the parties hereunder shall inure to the benefit of their heirs, successors and assigns.

12. TERMINATION:

12.1 Whenever there are no outstanding liabilities and no commitment on the part of Secured Party under any agreement which might give rise to any obligation of Debtor, Debtor may terminate this agreement upon written notice to Secured Party. Prior to such termination this shall be a continuing agreement in every respect.

13. COLLECTION OR PROTECTION OF COLLATERAL:

13.1 Secured Party shall have no duty to collect or protect the Collateral, to preserve rights of Debtor or others against prior parties, to realize on the Collateral in any particular manner or seek reimbursement from any particular source or to preserve, protect, insure or care for the Collateral.

14. MISCELLANEOUS:

14.1 This agreement is intended to take effect when signed by Debtor and delivered to Secured Party.

14.2 Each of the undersigned hereby warrants that he or she is authorized to execute this agreement on behalf of the Debtor.

14.3 This agreement shall be deemed to have been made in the State of Kansas regardless of the order in which the signatures of the parties hereto determined in accordance with the laws of the State of Kansas. If there is a lawsuit filed, debtor agrees that Secured Party, at his sole option, may file any such action in the District Court of Johnson County, Kansas and, that upon such filing, jurisdiction and venue shall be proper in said Court.

14.4 If any provision hereof or any remedy herein provided for be invalid under any applicable law, such provision shall be inapplicable and deemed omitted but the remaining provisions hereof, including the remaining default remedies, shall be given effect in accordance with the manifest intent hereof.

14.5 This agreement constitutes the entire understanding between parties hereto and may not be modified, amended, altered or changed except as specifically stated herein or by a written agreement signed by the parties hereto.

IN WITNESS WHEREOF, the parties have executed this agreement the day and year first above written.

AMERICAN REBEL, INC.

By:	/s/Charles A. Ross, Jr.
	Charles A. Ross, Jr., as president and CEO

SECURED PARTY:

	/s/Harvey M. Burstein
	Harvey M. Burstein

DEMAND PROMISSORY NOTE

$55,000

January 14, 2019

FOR VALUE RECEIVED, the undersigned, Charles A. Ross, Jr., a Tennessee Individual, of 3260 Hiway 431, Springhill, Tennessee 37174, and American Rebel Holdings, Inc. and American Rebel, Inc., Nevada Corporations, 718 Thompson Lane, Suite 108-199, Nashville, Tennessee 37204, promise to pay to the order of Tomahawk Road LLC c/o John Garrison, at 7211 High Drive, Prairie Village, Kansas 66208 or such other place as the holder may designate in writing to the undersigned, the principal sum of Fifty Five Thousand and no/100 Dollars ($55,000), together with interest thereon from date hereof until paid, at the rate of 15.0% per annum. The entire principal amount shall be due and payable on demand. If no demand is made, principal and interest shall be due and payable upon receipt of $100,000 in equity financing, or due and payable no later than March 15, 2019.

Payments shall be applied first to accrued interest and the balance to principal. All or any part of the aforesaid principal sum may be prepaid at any time and from time to time without penalty.

Terms of this Note shall include a diligence fee of $5,000 and issuance of a warrant to purchase 50,000 shares of American Rebel Holdings, Inc. common stock at a price of $1.00 per share for a five year period ending January 15, 2024.

In the event of any default by the undersigned in the payment of principal or interest when due or in the event of the suspension of actual business, insolvency, assignment for the benefit of creditors, adjudication of bankruptcy, or appointment of a receiver, of or against the undersigned, the unpaid balance of the principal sum of this promissory note shall at the option of the holder become immediately due and payable.

The maker and all other persons who may become liable for the payment hereof severally waive demand, presentment, protest, notice of dishonor or nonpayment, notice of protest, and any and all lack of diligence or delays in collection which may occur, and expressly consent and agree to each and any extension or postponement of time of payment hereof from time to time at or after maturity or other indulgence, and waive all notice thereof.

In case suit or action is instituted to collect this note, or any portion hereof, the maker promises to pay such additional sum, as the court may adjudge reasonable, attorneys’ fees in said proceedings.

This note is made and executed under, and is in all respects governed by, the laws of the State of Kansas.

Charles A. Ross, Jr., individual		American Rebel Holdings, Inc.
		American Rebel, Inc.

s/ Charles A. Ross, Jr.		s/ Charles A. Ross, Jr.
Charles A. Ross, Jr.		Charles A. Ross, Jr., President

LOAN AGREEMENT

THIS AGREEMENT made this 15th day of January 2019 by and among each person/entity listed on the signature page hereto (each individually a “Lender,” and collectively the “Lenders”) and AMERICAN REBEL, INC., a Nevada corporation (“Borrower”).

WITNESSETH:

WHEREAS, Borrower desires to obtain loans from Lenders to serve Borrower’s business needs; and,

WHEREAS, Lender is willing to enter into loan transactions with Borrower on the terms and conditions as set forth in this Agreement; and,

NOW THEREFORE, for Ten and no/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by all parties, the parties agree as follows:

1. Lender agrees to loan the principal sum of Twenty-Five Thousand and no/100 Dollars ($25,000.00) to Borrower that will be evidenced by separate Borrower’s negotiable promissory notes in the form set forth as Exhibit “1” (“Note”) attached hereto and incorporated herein by reference.

2. Borrower hereby pledges as collateral security for the Note a security interest in the inventory located at 9641 Lackman Road, Lenexa, Kansas 66219, (or such other location to which such inventory shall be moved with advance written notice of such other location to Lender), as more fully set forth in the Security Agreement provided as part of this transaction and attached hereto as Exhibit 2. Borrower also grants to Lender 25,000 Warrants to purchase Borrower’s common stock at the exercise price of $1.00. Warrants shall expire January 14, 2022.

3. Borrower further warrants and represents that its CEO/president, Charles A. Ross,Jr., has actual authority by Borrower’s Board of Directors to enter into this transaction with Lender on the terms set forth herein.

IN WITNESS WHEREOF the parties have executed this Agreement on the dates set forth each signature below.

(Signature Page to Follow)

BORROWER:
AMERICAN REBEL, INC.

By:	/s/ Charles A. Ross, Jr.	Date:	January 15, 2019
	Charles A. Ross, Jr., as President and CEO

LENDERS:

	/s/ Christopher Zabel	Date:	January 15, 2019
	Christopher Zabel

Address of Lender:

Exhibit 1

SECURED PROMISSORY NOTE

$25,000.00 principal

Nashville, Tennessee

January 15, 2019

FOR VALUE RECEIVED, AMERICAN REBEL, INC. a corporation, having an office at 718 Thompson Lane, Suite 108-199, Nashville, Tennessee 37204 (hereinafter “Maker”), promises to pay to the order of Christopher Zabel , its heirs and assigns, having a residence at ______________________________________________ (hereinafter “Holder”) the principal sum of Twenty-Five Thousand and no/100 Dollars ($25,000.00) in lawful money of the United States of America, with all Interest thereon, plus other sums and amounts as defined and specified in this Secured Promissory Note (hereinafter “Note”).

2. Maturity Date. All due and payable Interest and Outstanding Principal Balances shall be paid by Maker to Holder on or before April 15, 2019 (“Maturity Date”). Interest is calculated on a 360 day year.

3. Prepayment Privilege. Maker may prepay this Note in whole or in part at any time.

4.1 Event of Default . Any of the following events shall constitute an “Event of Default” hereunder:

4.1.1 Failure of Maker to pay the sums provided for herein when due, which failure continues for a period of ten (10) business days after the due date of the amount involved; or

4.1.2 The entry of an order for relief under Federal Bankruptcy Code as to Maker or entry of any order appointing a receiver or trustee for any of Maker or approving a petition in reorganization or other similar relief under bankruptcy or similar laws in the United States of America or any other competent jurisdiction, and if such order, if involuntary, is not satisfied or withdrawn within sixty (60) days after entry thereof; or the filing of a petition by Maker seeking any of the foregoing, or consenting thereto; or filing of a petition to take advantage of any debtor’s act; or making a general assignment for the benefit of creditors; or admitting in writing inability to pay debts as they mature; or in the event that garnishment, attachment, levy or execution is issued against any collateral securing the Maker’s obligations.

5. Security. This Note is secured by the security agreement provided by Maker.

6. Expenses and Identity of Maker.

8. Usury. Notwithstanding any provision of this Note to the contrary, the total liability for payments in the nature of Interest under this Note shall not exceed the limits imposed by applicable law. Maker shall not assert a claim, and shall actively resist any attempts to compel it to assert a claim, respecting a benefit under any present or future usury laws against Holder of this Note. Nothing contained in this Note or any of the other Loan Documents shall require the Maker to pay, or the Payee to accept, interest in an amount which would subject the Payee to any penalty or forfeiture under applicable law. Notwithstanding that it is not intended hereby to charge interest at a rate in excess of the maximum legal rate of interest permitted to be charged to the Maker under applicable law, if interest in excess of such maximum legal rate shall be payable hereunder, then, ipso facto, such rate shall be reduced to the highest lawful rate so that no amounts shall be charged which are in excess thereof, and, in the event it should be determined that any excess over such highest lawful rate has been received, such excess shall be applied by the Holder in reduction of the outstanding principal indebtedness evidenced by this Note.

9. Binding Effect. This Note shall be binding upon the parties hereto and their respective heirs, executors, administrators, representatives, successors and permitted assigns.

This Note has been negotiated, executed, made and delivered in the County of Davidson, State of Tennessee, where all advances and repayments shall be made. It is agreed that this Note, and all Loan Documents shall not become effective until Maker signs and ratifies them, thus causing this Note and all Loan Documents to be deemed executed in Tennessee. Unless the context otherwise requires, the use of terms in singular and masculine form shall include in all instances singular and plural number and masculine, feminine and neuter gender.

13. Miscellaneous. Time is of the essence with respect to the performance of each and every covenant, condition, term and provision hereof.

13.9 In the event that the terms and provisions of this Note in any way conflict with the terms and provisions of the other Loan Documents, the terms and provisions of this Note shall prevail.

AMERICAN REBEL, INC.

/s/ Charles A. Ross, Jr

Charles A. Ross, Jr., as president

Exhibit 2

SECURITY AGREEMENT

ON THIS 15th day of January 2019, AMERICAN REBEL, INC., a Nevada corporation, (hereinafter “Debtor”) , whose address is 718 Thompson Land, Suite 108-199, Nashville, TN 37204 in exchange for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby grants to Holder of a Secured Note of the Debtor (together, the “Secured Party”) in the aggregate principal amount of $25,000, as the same may be amended from time to time, (the “Note”), issued by the Debtor to the Secured Party in connection with that certain Loan Agreement entered into by and among the Debtor and the Secured Party, on or about January 15, 2019, a security interest in the inventory Collateral to be located at 9641 Lackman Road, Lenexa, Kansas 66219 (the “Warehouse”):

The word “Collateral” means the following described property of Debtor, whether now owned or hereafter acquired, whether not existing or hereafter arising, and located at the Warehouse.

ALL INVENTORY as shown and described in the attached Exhibit 3

In addition, the word “Collateral” includes all of the following, whether now owned or hereafter acquired, whether now existing or hereafter arising, and located at the Warehouse:

(A) All products, produce, and proceeds of any of the property described herein.

(C) All proceeds (including insurance proceeds) from the sale, destruction, loss, or other disposition or any property described herein as Collateral.

(E) All attachments, accessions, accessories, tools, parts, supplies, increases, and additions to and all replacements of and substitutions for the equipment described above.

1. WARRANTIES :

Debtor represents and warrants to Secured Party as follows:

1.1 That the Collateral subject to this agreement will not be misused or abused, wasted or allowed to deteriorate; the Debtor shall immediately notify Secured Party of any event causing loss or depreciation in value or such Collateral and the amount of such loss or depreciation. Debtor will not use the Collateral in violation of any statute or ordinance.

1.2 The Collateral is bought or used primarily for business purposes other than farming.

1.3 No financing statement covering the Collateral or any proceeds thereof is on file in any public office and, at the request of the Secured Party, the Debtor will join with the Secured Party executing one or more financing statements in a form satisfactory to the Secured Party and will pay the cost of filing such financing statement, this security agreement and any continuation or termination statement in all public offices whenever filing is deemed by the Secured Party to be necessary or desirable. Without limiting the foregoing, Debtor agrees that whenever the Uniform Commercial Code requires Debtor to sign a financing statement for filing purposes, Debtor hereby appoints Secured Party or any of Secured Party's representatives as Debtor's attorney and agent, with fill power of substitution, to sign or endorse Debtor's name on any such financing statement or other documents and authorizes Secured Party to file such a financing statement in all places where necessary to perfect Secured Party's security interest in the Collateral.

1.4 To pay all taxes and assessments of every nature which may be levied or assessed against the Collateral.

1.5 Until default, Debtor may use the Collateral in any lawful manner not inconsistent with this agreement or with the terms or conditions of any policy of insurance thereon.

1.6 At its option, the Secured Party may discharge taxes, liens, or security interest or other encumbrances at any time levied or placed on the Collateral and may pay for the repair of any damage or injury and pay for the maintenance and preservation of the Collateral. The Debtor agrees to reimburse the Secured Party on demand for any payment made or expenses incurred by the Secured Party pursuant to the foregoing authorization, and the amount of any such payment, with interest at the highest legal rate from date of payment until reimbursement, shall be added to the indebtedness owed by the Debtor and shall be secured by this security agreement.

1.7 The Debtor will at the Debtor's own expense forthwith insure the tangible Collateral in a reliable insurance company against loss or damage by fire, (including extended coverage) theft and against other such risks for an amount equal to $25,000.00 and keep the same so insured continuously until the full amount of said indebtedness is paid, with loss payable to the Secured Party as its interests may appear. Debtor will on demand deliver said policies of insurance or furnish proof of such insurance to the Secured Party, and in case of loss, the Secured Party shall retain from the insurance money an amount equal to the total balance of said indebtedness remaining unpaid, whether according to the tenor and effect of any invoice, statement or account or promissory note or notes evidencing such indebtedness the same is due or not. Should the Debtor fail or refuse to forthwith effect such insurance and deliver the policies or furnish proof of such insurance as aforesaid, or fail to keep the Collateral so insured continuously until the full amount of said indebtedness is paid, the Secured Party may at its option effect such insurance and the amount so paid for such insurance with interest at the highest rate of the total amount due or unpaid, and the Debtor will pay the Secured Party any and all costs and expenses incurred in recovering possession of the Collateral and incurred in enforcing this security agreement, and the same shall be secured by this security agreement.

1.8 The Debtor will not use or permit the use of the Collateral in violation of any applicable statute, regulations or ordinances.

1.9 Debtor is a corporation which is duly organized, validly existing, and in good standing under the laws of the state of debtor’s incorporation, which is Nevada. The execution delivery and performance of this agreement by debtor has been duly authorized by all necessary action by debtor and do not conflict with, result in a violation of, or constitute a default under (a) any provision of its articles of incorporation or organization, or bylaws, or any agreement or other instrument binding upon debtor or (b) any law, governmental regulation, court decree, or order applicable to debtor.

2. LOCATION OF COLLATERAL :

2.1 All of the Collateral referred to herein is or will be kept at the Warehouse, located at 9641 Lackman Road, Lenexa, Kansas 66219. Except in the ordinary course of its business debtor shall not remove the Collateral from its existing locations without the prior written consent of secured party.

3. REMOVAL OF COLLATERAL :

4. POSSESSION OF COLLATERAL :

5. EVENTS OF DEFAULT :

5.1 Debtor shall be in default under this agreement upon the happening of any of the following events or conditions:

(b) Subsequent encumbrance to or of any of the Collateral, or the making of any levy, seizure or attachment thereof or thereon;

6. SECURED PARTY'S RIGHTS AND REMEDIES :

6.2 In the event of repossession of the Collateral, Secured Party shall have such rights as are provided and permitted by law, including the right to reasonable attorney fees and legal expenses incurred for the purpose of retaking, holding, and disposing of the Collateral.

6.3 If Secured Party chooses to sell any or all of the Collateral, Secured Party may obtain a judgment against debtor for any deficiency remaining on the indebtedness due Secured Party after application of all amounts received from the exercise of the rights provided for in this agreement. Debtor shall be liable for a deficiency even if the transaction described in this subsection is a sale of accounts or chattel paper.

7. WAIVER :

8. INSPECTION:

9. CUMULATIVE REMEDIES :

9.1 All Secured Party's rights and remedies, whether evidences hereby or by any other agreement, instrument or paper, shall be cumulative and may be exercised singularly or concurrently.

10. DEMANDS AND NOTICES :

11. ASSIGNMENT :

11.1 All rights of the parties hereunder shall inure to the benefit of their heirs, successors and assigns.

12. TERMINATION :

13. COLLECTION OR PROTECTION OF COLLATERAL :

14. MISCELLANEOUS :

14.1 This agreement is intended to take effect when signed by Debtor and delivered to Secured Party.

14.2 Each of the undersigned hereby warrants that he or she is authorized to execute this agreement on behalf of the Debtor.

14.3 This agreement shall be deemed to have been made in the State of Tennessee regardless of the order in which the signatures of the parties hereto determined in accordance with the laws of the State of Tennessee. If there is a lawsuit filed, debtor agrees that Secured Party, at his sole option, may file any such action in the District Court of Davidson County, Tennessee and, that upon such filing, jurisdiction and venue shall be proper in said Court.

IN WITNESS WHEREOF, the parties have executed this agreement the day and year first above written.

(Signature Page to Follow)

AMERICAN REBEL, INC.

By:	/s/Charles A. Ross, Jr.
	Charles A. Ross, Jr., as president and CEO

SECURED PARTY:

By:	/s/Christopher Zabel
	Christopher Zabel

EXHIBIT 31.1

CERTIFICATION

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. I am 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 my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me 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 my 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 my 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 that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. I have disclosed, based on my 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: June 18, 2019

/s/ Charles A. Ross, Jr.

Charles A. Ross, Jr.

Chief Executive Officer, Chief Financial Officer,

Principal Financial Officer and Principal Executive 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.;

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):

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: June 18, 2019

/s/ Charles A. Ross, Jr.

Charles A. Ross, Jr.

Chief Executive Officer, Chief Financial Officer,

Principal Financial Officer and Principal Executive 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 March 31, 2019, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Charles A. Ross, Jr., Chief Executive and Principal Financial 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:

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.

/s/ Charles A. Ross, Jr.

Charles A. Ross, Jr.

Chief Executive Officer, Chief Financial Officer, Principal Financial Officer and Principal Executive Officer

June 18, 2019