UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) April 6, 2020

 

AMERICAN REBEL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

 

333-201607

 

47-3892903

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(IRS 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

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 

 

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 

 

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 

 

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company [X]

 

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

 

 

Forward-Looking Statements

 

This Current Report on Form 8-K (“Current Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Exchange Act. These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. The Registrant may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond its control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. Should one or more of risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results could differ materially from those anticipated in these forward-looking statements, and the Registrant’s business, results of operations, financial condition and cash flows may be materially and adversely affected. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Except to the extent required by applicable law or rules, the Registrant undertakes no obligation and does not intend to update, revise or otherwise publicly release any revisions to its forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of any unanticipated events.

 

Item 2.02 Results of Operations and Financial Condition.

 

See information set forth in Item 7.01 below regarding the Registrant’s anticipated revenues for the fourth quarter of the year ended December 31, 2019, and for the first quarter ended March 31, 2020.

 

Item 7.01 Regulation FD Disclosure.

 

On or about April 6, 2020, the Registrant intends to disclose the following anticipated revenues from operations for the fourth quarter of 2019 and first quarter of 2020 to certain current accredited investor stockholders of the Registrant and potential new stockholders:

 

The Registrant estimates gross revenue between $200,000 and $225,000 for the three months ended December 31, 2019, and gross revenue between $340,000 and $365,000 for the three months ended March 31, 2020. However, these numbers are subject to adjustment based upon the audit/review of the Registrant’s financial statements for the relevant quarters. The Registrant continues to work on finalizing its audit and completing its Annual Report for the year ended December 31, 2019, and its quarterly report for the three months ended March 31, 2020. The Registrant anticipates filing the Annual Report within the extended time frame allotted by the Securities and Exchange Commission (May 14, 2020). The Registrant reported $164,970 in gross revenue for the three months ended September 30, 2019.

 

The information in Item 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to Item 7.01 of this Current Report on Form 8-K in such a filing.

 

 

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 hereunto duly authorized.

 

 

 

AMERICAN REBEL HOLDINGS, INC. 

 

 

 

Date: April 6, 2020

By:

/s/ Charles A. Ross, Jr.

 

 

Charles A. Ross, Jr.

Chief Executive Officer