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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

☒. QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

for the quarterly period ended September 30, 2021

 

OR

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

for the transition period from ___ to ___

 

Commission file number 000-55728

 

AMERICAN REBEL HOLDINGS, INC.

 

(Exact name of registrant as specified in its charter)

 

Nevada   47-3892903

(State or other jurisdiction of

incorporation or organization)

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

 

718 Thompson Lane, Suite 108-199,

Nashville, Tennessee

  37204
(Address of principal executive offices)   (Zip Code)

 

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

 

Copies of communications to:
 
Joseph Lucosky, Esq   Anthony N. DeMint, Esq.
Adele Hogan, Esq.   DeMint Law, PLLC
Lucosky Brookman LLP   3753 Howard Hughes Parkway
101 Wood Avenue South   Second Floor, Suite 314
5th Floor   Las Vegas, Nevada 89169
Iselin, NJ 08830   (702) 714-0889
(732) 395-4402  

anthony@demintlaw.com

jlucosky@lucbro.com  

 

Securities registered pursuant to Section 12(b) of the Act: None

 

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

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐..

 

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

 

Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
    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 ☒.

 

The number of shares of the registrant’s common stock outstanding as of November 15, 2021, was 127,789,623 shares.

 

 

 

 

 

 

AMERICAN REBEL HOLDINGS, INC.

INDEX TO QUARTERLY REPORT ON FORM 10-Q

 

  Page No.
PART I. FINANCIAL INFORMATION  
   
Item 1. Interim Condensed Consolidated Financial Statements (unaudited) 3
     
  Consolidated Condensed Balance Sheets of American Rebel Holdings, Inc. at September 30, 2021 (unaudited) and December 31, 2020 (audited) 3
     
  Consolidated Condensed Statements of Operations of American Rebel Holdings, Inc. for the three months ended September 30, 2021 and 2020 (unaudited) 4
     
  Consolidated Condensed Statements of Operations of American Rebel Holdings, Inc. for the nine months ended September 30, 2021 and 2020 (unaudited) 5
     
  Consolidated Condensed Statements of Stockholders Deficit of American Rebel Holdings, Inc. for the nine months ended September 30, 2021 and 2020 (unaudited) 6
     
  Consolidated Condensed Statements of Cash Flows of American Rebel Holdings, Inc. for the nine months ended September 30, 2021 and 2020 (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. 26
     
Item 4. Controls and Procedures 26
     
PART II. OTHER INFORMATION  
     
Item 1. Legal Proceedings 26
     
Item 1A. Risk Factors 27
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 27
     
Item 3. Defaults upon Senior Securities 28
     
Item 4. Mine Safety Disclosure 28
     
Item 5. Other Information 28
     
Item 6. Exhibits 28
     
Signatures   31

 

2
 

 

Part I. Financial Information

 

Item 1.- Interim Consolidated Financial Statements (unaudited)

 

AMERICAN REBEL HOLDINGS, INC.

UNAUDITED CONSOLIDATED BALANCE SHEETS

 

    September 30, 2021     December 31, 2020  
ASSETS                
                 
CURRENT ASSETS:                
Cash and cash equivalents   $ 218,332     $ 60,899  
Accounts Receivable     179,233       176,844  
Prepaid expense     163,492       48,640  
Inventory     687,830       681,709  
Inventory deposits     76,685       141,164  
Total Current Assets     1,325,572       1,109,256  
                 
Property and Equipment, net     1,799       5,266  
                 
OTHER ASSETS:                
Lease Deposit     -       6,841  
Total Other Assets     -       6,841  
                 
TOTAL ASSETS   $ 1,327,371     $ 1,121,363  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)                
                 
CURRENT LIABILITIES:                
Accounts payable and accrued expense     739,793       540,168  
Accrued Interest – Convertible Debenture – Related Party     287,620       603,471  
Loan – Officer - Related party     6,526       4,526  
Loan – Working Capital, net of discounts of $1,375,608 and $777,610     3,617,514       4,672,096  
Loans - Nonrelated parties     12,939       15,649  
Total Current Liabilities     4,664,392       5,835,910  
                 
Convertible Debenture –Related party, net of discounts of $2,110 and $47,110     -       297,890  
TOTAL LIABILITIES     4,664,392       6,133,800  
                 
STOCKHOLDERS’ EQUITY (DEFICIT):                
Preferred stock, $0.001 par value; 10,000,000 shares authorized; 100,000, and 0 issued and outstanding, respectively at September 30, 2021 and December 31, 2020 Preferred shares Class A    

100

      -  
Preferred stock, $0.001 par value; 10,000,000 shares authorized; 276,501, and 0 issued and outstanding, respectively at September 30, 2021 and December 31, 2020 Preferred shares Class B     277       -  
Common stock, $0.001 par value; 600,000,000 shares authorized; 120,508,194 and 72,807,929 issued and outstanding, respectively at September 30, 2021 and December 31, 2020     120,508       72,808  
Additional paid in capital     22,302,897       15,785,468  
Accumulated deficit     25,760,803     (20,870,713 )
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)     (3,337,021) )     (5,012,437 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)   $ 1,327,371     $ 1,121,363  

 

See Notes to Financial Statements.

 

3
 

 

AMERICAN REBEL HOLDINGS, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

 

             
   

For the three

months ended
September 30, 2021

    For the three
months ended
September 30, 2020 		 
Revenue   $ 295,490     $ 279,308  
Cost of goods sold     280,212       228,584  
Gross margin     15,278       50,724  
                 
Expenses:                
Consulting – business development     656,784       136,877  
Product development costs     42,720       89,578  
Marketing and brand development costs     34,669       90,305  
Administrative and other     236,763       286,541  
Depreciation expense     946       15,507  
Total     971,882       618,808  
Operating income (loss)     (956,604 )     (568,084 )
                 
Other Income (Expense)                
Interest expense     (382,601 )     (681,076 )
Gain (Loss) on extinguishment of debt     (87,575 )     (68,925 )
Net income (loss) before income tax provision     (1,426,780 )     (1,318,085 )
Provision for income tax     -       -  
Net income (loss)   $ (1,426,780 )   $ (1,318,085 )
Basic and diluted income (loss) per share   $ (0.01 )   $ (0.02 )
Weighted average common shares outstanding - basic and diluted     108,376,000       64,346,000  

 

See Notes to Financial Statements.

 

4
 

 

AMERICAN REBEL HOLDINGS, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

 

             
    For the nine
months ended
September 30, 2021 		    For the nine
months ended
September 30, 2020 		 
Revenue   $ 848,357     $ 899,238  
Cost of goods sold     716,943       659,006  
Gross margin     131,414       240,232  
                 
Expenses:                
Consulting – business development     1,774,003       404,700  
Product development costs     275,780       275,565  
Marketing and brand development costs     138,783       331,775  
Administrative and other     603,727       1,356,430  
Depreciation expense     2,744       46,521  
Total     2,795,037       2,414,991  
Operating income (loss)     (2,663,623 )     (2,174,759 )
                 
Other Income (Expense)                
Interest expense     (1,500,744 )     (1,507,662 )
Loss on extinguishment of debt     (725,723 )     (919,242 )
Net income (loss) before income tax provision     (4,890,090 )     (4,601,663 )
Provision for income tax     -       -  
Net income (loss)   $ (4,890,090 )   $ (4,601,663 )
Basic and diluted income (loss) per share   $ (0.05 )   $ (0.08 )
Weighted average common shares outstanding - basic and diluted     92,441,000       57,492,000  

 

See Notes to Financial Statements.

 

5
 

 

AMERICAN REBEL HOLDINGS, INC.

UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

 

                                                         
    Common
Stock 		    Preferred
Stock 		    Common
Stock
Amount 		    Preferred
Stock Amount 		    Additional
Paid-in
Capital 		    Accumulated
Deficit 		    Total  
                                           
Balance – December 31, 2019     43,062,058       -     $ 43,062     $ -     $ 11,899,553     $ (14,889,631 )   $ (2,947,016 )
                                                         
Common Stock issued as compensation.     17,616,000               17,616               2,531,124       -       2,548,740  
Net loss     -       -       -       -       -       (2,172,180 )     (2,172,180 )
Balance – March 31, 2020 (Unaudited)-     60,678,058       -     $ 60,678     $ -     $ 14,430,677     $ (17,061,811 )   $ (2,570,456 )
Sale of common stock.     70,000       -       70       -       6,930       -       7,000  

common stock

issued as compensation. 		    810,000       -       810       -       94,190       -       95,000  
                                                         
Net loss     -       -       -       -       -       (1,111,398 )     (1,111,398 )
Balance – June 30, 2020 (Unaudited)-     61,558,058       -     $ 61,558     $ -     $ 14,531,797     $ (18,173,209 )   $ (3,579,854 )
                                                         
Common stock issued as
compensation. 		    4,839,871       -       4,840       -       484,622       -       489,462  
                                                         
Net loss     -       -       -       -       -       (1,318,085 )     (1,318,085 )
Balance – September 30, 2020 (Unaudited)-     66,397,929       -     $ 66,398     $ -     $ 15,016,419     $ (19,491,294 )   $ (4,408,477 )

 

    Common
Stock 		    Preferred
Stock 		    Common
Stock
Amount 		    Preferred
Stock Amount 		    Additional
Paid-in
Capital 		    Accumulated
Deficit 		    Total  
                                           
Balance – December 31, 2020-     72,807,929       -     $ 72,808     $ -     $ 15,785,468     $ (20,870,713 )   $ (5,012,437 )
                                                         
Sale of common stock.     2,500,000       -       2,500       -       147,500       -       150,000  
                                                         
Common Stock issued to pay expense     1,819,313       -       1,819       -       103,647       -       105,466  
                                                         
Net Loss     -       -       -       -       -       (927,615 )     (927,615 )
                                                         
Balance – March 31, 2021-     77,127,242       -     $ 77,127     $ -     $ 16,036,615     $ (21,798,328 )   $ (5,684,586 )
                                                         
Sale of Preferred Stock.     -       70,715       -       71       494,934       -       495,005  
                                                         

common stock

issued to pay expense 		    18,900,000       -       18,900       -       981,100       -       1,000,000  
                                                         
Preferred Stock issued to pay expense     -       248,944       -       249       2,481,489       -       2,481,738  
                                                         
Common stock Warrants Issued     -       -       -       -       102,613       -       102,613  
                                                         
Net Loss     -       -       -       -       -       (2,535,695 )     (2,535,695 )
Balance – June 30, 2021-     96,027,242       319,659     $ 96,027     $ 320       20,096,751     $ (24,334,023 )   $ (4,140,925 )
                                                         
Sale of Preferred Stock.     -       7,500       -       7       52,493       -       52,500  
                                                         
Common stock issued to pay expense     16,808,535       -       16,809       -       1,081,544       -       1,098,353  
                                                         
Preferred Stock converted to Common stock     4,965,800       (49,658 )     4,966       (50 )     (4,916 )     -       0  
                                                         
Common stock issued to reduce Debt     2.706,617       -       2,707       -       204,924       -       208,331  
                                                         
Preferred A  shares issued                             100       (100 )                
                                                         

Common stock Warrants Issued

    -       -       -       -       871,500       -       871,500  
                                                         
Net Loss     -       -       -       -       -       (1,426,780 )     (1,426,780 )
Balance – September 30, 2021-     120,508,194       277,501     $ 120,508     $ 377       22,302,897160     $ (25,760,803 )   $ (3,337,021 )

 

See Notes to Financial Statements.

 

6
 

 

AMERICAN REBEL HOLDINGS, INC.

UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS

 

                 
    2021     2020  
    For the nine
months ended
September 30, 2021 		    For the nine
months ended
September 30, 2020 		 
             
CASH FLOW FROM OPERATING ACTIVITIES:                
Net income (loss)   $ (4,890,090 )   $ (4,601,663 )
Depreciation     3,158       46,521  
Expense paid through issuance of stock     2,806,826       2,142,868  
Amortization of loan discount     839,434       735,664  
Adjustments to reconcile net loss to cash (used in) operating activities:                
Change in accounts receivable     (6,830 )     (48,071 )
Change in prepaid expenses     (8,010 )     201,552  
Change in inventory     (6,120 )     (18,098 )
Change in inventory deposits     64,479       85,153  
Change in accounts payable and accrued expense     201,915       244,054  
Net Cash (Used in) Operating Activities     (995,238 )     (1,212,020 )
                 
CASH FLOW FROM INVESTING ACTIVITIES:                
      -       -  
Net Cash (Used in) Investing Activities     -       -  
                 
CASH FLOW FROM FINANCING ACTIVITIES:                
Proceeds (repayments) of loans – officer - related party     14,658       101,055  
Proceeds of Sale of Stock     697,505       7,000  
Proceeds of exercise of Warrants     -       -  
Proceeds of working capital loan     2,169,100       2,208,671  
Repayment of loans – nonrelated party     (1,736,000 )     (1,070,481 )
Net Cash Provided by Financing Activities     1,145,263       1,246,245  
                 
CHANGE IN CASH     150,025       34,225  
                 
CASH AT BEGINNING OF PERIOD     68,307       131,656  
                 
CASH AT END OF PERIOD   $ 218,332     $ 165,881  
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION                
Cash paid for:                
Interest   $ 176,910     $ 119,199  
Income taxes   $ -     $ -  
                 
Non-cash investing and financing activities:                
Debt eliminated through issue of Stock   $ 1,713,924     $ 1,517,407  

 

See Notes to Financial Statements.

 

7
 

 

AMERICAN REBEL HOLDINGS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

(unaudited)

 

NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

General

 

American Rebel Holdings, Inc. (the “Company”) operates primarily as a designer and marketer of branded safes and personal security, self-defense products. Additionally, the Company designs and produces branded apparel and other accessories.

 

The Company promotes and sells its products primarily through a growing network of dealers, in select regional retailers and local specialty safe, sporting goods, hunting and firearms stores, as well as online, including its website and e-commerce platforms such as Amazon.com.

 

The information on our website does not constitute a part of this report.

 

Listing and reorganization

 

The Company was incorporated on December 15, 2014, under the laws of the State of Nevada, as CubeScape, 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.

 

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

 

For purposes of this Quarterly Report on Form 10-Q, “American Rebel” “we,” “our,” “us,” or similar references refers to American Rebel Holdings. and its consolidated wholly-owned subsidiary, unless the context requires otherwise.

 

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, 2020 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.

 

8
 

 

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, safes 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.

 

Fixed assets and depreciation

 

Property and equipment are 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

 

In accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), revenues are recognized when control of the promised goods or services is transferred to our clients, in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. To achieve this core principle, we apply the following five steps: (1) Identify the contract with a client; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to performance obligations in the contract; and (5) Recognize revenues when or as the company satisfies a performance obligation.

 

We adopted this ASC on January 1, 2018. Although the new revenue standard is expected to have an immaterial impact, if any, on our ongoing net income, we did implement changes to our processes related to revenue recognition and the control activities within them.

 

Advertising costs

 

Advertising costs are expensed as incurred; Marketing costs incurred were $34,669 and $90,305 for the three-month periods ended September 30, 2021, and 2020, respectively and $138,783 and $331,775, respectively, for the nine-month periods then ended.

 

Fair Value of Financial Instruments

 

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2021, and December 31, 2020, 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.

 

9
 

 

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.

 

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

 

During the three months ended September 30, 2021, the Company issued 9,849,725 shares of its common stock to pay professional and consulting fees. Total fair value of $617,068 was recorded as an expense.

 

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.

 

10
 

 

The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic 740 only allows the recognition of tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by taxing authorities. As of September 30, 2021 and December 31, 2020, 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.

 

The Company classifies tax-related penalties and net interest as income tax expense. For the nine-month period ended September 30, 2021, and 2020, 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.

 

Right of Use Assets and Lease Liabilities

 

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The standard requires lessees to recognize almost all leases on the balance sheet as a Right-of-Use (“ROU”) asset and a lease liability and requires leases to be classified as either an operating or a finance type lease. The standard excludes leases of intangible assets or inventory. The standard became effective for the Company beginning January 1, 2019. The Company adopted ASC 842 using the modified retrospective approach, by applying the new standard to all leases existing at the date of initial application. Results and disclosure requirements for reporting periods beginning after January 1, 2019, are presented under ASC 842, while prior period amounts have not been adjusted and continue to be reported in accordance with our historical accounting under ASC 840. The Company elected the package of practical expedients permitted under the standard, which also allowed the Company to carry forward historical lease classifications. The Company also elected the practical expedient related to treating lease and non-lease components as a single lease component for all equipment leases as well as electing a policy exclusion permitting leases with an original lease term of less than one year to be excluded from the ROU assets and lease liabilities.

 

Under ASC 842, the Company determines if an arrangement is a lease at inception. ROU assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of the Company’s leases do not provide an implicit rate, the Company estimated the incremental borrowing rate in determining the present value of lease payments. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. The Company’ lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options.

 

Operating leases are included in operating lease Right-of-Use assets and operating lease liabilities, current and non-current, on the Company’s consolidated balance sheets.

 

Recent pronouncements

 

The Company has implemented all new accounting pronouncements that are in effect and is evaluating any that may impact its financial statements. The Company does not believe that there are any new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

11
 

 

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, its revenue from its planned operations does not cover its operating expenses. 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, preparing for public product launch and ultimately selling products. As a result, the Company incurred net income (losses) for the nine months ended September 30, 2021, and 2020 of ($4,890,090) and ($3,283,578), respectively. The Company’s accumulated deficit was ($25,760,803) as of September 30, 2021, and ($20,870,713) as of December 31, 2020. The Company’s working capital deficit was ($3,338,820) as of September 30, 2021, and a deficit of ($4,726,654) as of December 31, 2020. 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. As of September 30, 2021, there are 54,445,663 warrants with an exercise price of $0.10 per share, 500,000 warrants with an exercise price of $0.50 per share and 275,000 warrants with an exercise price of $1.00 per share. 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 investors. 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 to its stockholders. If the Company is unable to secure such additional funds from these sources, it may be forced to change or delay its business plan rollout.

 

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

 

NOTE 3 - INVENTORY AND DEPOSITS

 

Inventory and deposits include the following:

 

   

September 30,

2021

(unaudited)

   

December 31,

2020

(audited)

 
             
Inventory - Finished goods   $ 687,830     $ 681,709  
Inventory deposits     76,685       141,164  
Total Inventories     764,515       822,873  
Less: Reserve for excess and obsolete     -       -  
Net inventory and deposits   $ 764,515     $ 822,873  

 

NOTE 4 – PROPERTY AND EQUIPMENT

 

Property and equipment include the following:

 

   

September 30,

2021

(unaudited)

   

December 31,

2020

(audited)

 
             
Marketing equipment   $ 32,261     $ 32,261  
Vehicles     277,886       277,886  
      310,147       310,147  
Less: Accumulated depreciation     (308,348 )     (304,881 )
Net property and equipment   $ 1,799     $ 5,266  

 

12
 

 

For the nine months ended September 30, 2021, and 2020 we recognized $2,744 and $31,014 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 Charles A. Ross, the Company’s Chief Executive Officer (“CEO”), totaling $221,155. The balance at December 31, 2020 was $4,526. During the nine months ended September 30, 2021, the company received an additional $2,000 and repaid $0 of these loans resulting in a balance at September 30, 2021 of $6,526. 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. Since public trading of the Company’s common stock began in 2018, the Company determined a Beneficial Conversion Discount, which is when the conversion price of a convertible instrument is below the per share fair value of the underlying stock into which it is convertible, of $270,000 applied to the 2018 sales the Convertible Debentures (as defined in Note 8 below). 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 was amortized over the three-year term of the debentures. During the three months ended September 30, 2021, debentures with a face amount of $205,000 plus accrued interest was converted to equity. The discounted balance of Convertible Debentures as of September 30, 2021 was $0.

 

During the current year through September 30, 2021, the Company entered into a Bridge Loan Agreement dated April 9, 2021, with Ronald Smith, our Chief Operating Officer. The Bridge Loan Agreement bears 8% interest per annum and matures in 180 days. If the Company fails to raise at least $2,000,000 of additional capital through a capital campaign, then the maturity date shall be extended by thirty-six (36) months. Mr. Smith received 2,000,000 warrants to purchase the same number of shares of common stock of the Company at $0.10 per share with an exercise period of five years.

 

During the current year through September 30, 2021, our Mr. Smith advanced $100,000 to our primary manufacturer to purchase raw materials for our products that are being manufactured. $50,000 has been repaid to Mr. Smith with an outstanding balance remaining of $50,000.

 

During the current year through September 30, 2021, a greater than 5% shareholder of the Company has received 2,740,000 shares of common stock of the Company as interest due on an outstanding note.

 

Charles A. Ross, Jr. serves as the Company’s CEO. Compensation for Mr. Ross was $61,332 and $110,750, respectively for the nine months ended September 30, 2021, and 2020. Mr. Ross received 6,898,242 shares of common stock of the Company during the current year through September 30, 2021.

 

Doug Grau serves as the Company’s President. Compensation for Mr. Grau was $70,000 and $70,000, respectively for the nine months ended September 30, 2021, and 2020. Mr. Grau received 6,898,241 shares of common stock of the Company during the current year through September 30, 2021. $43,211 is owed to Mr. Grau by the Company as unpaid expense reimbursements and $132,000 is owed to Mr. Grau in unpaid compensation.

 

NOTE 6 – NOTES PAYABLE – NON-RELATED PARTIES

 

Effective January 1, 2016, the Company acquired three vehicles from various related parties in exchange for the assumption of the liabilities related to those vehicles. The liabilities assumed are as follows at September 30, 2021 and December 31, 2020.

 

    September 30,     December 31,  
    2021     2020  
    (unaudited)     (audited)  
Loan secured by a tour bus, monthly payments of $2,710 including                
interest at 12% per annum through September 2020.   $ 12,939     $ 15,649  
                 
Total recorded as current liability   $ 12,939     $ 15,649  

 

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

 

NOTE 7 – NOTES PAYABLE – WORKING CAPITAL

 

During the nine months ending September 30, 2021, 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 $2,169,100. The notes are secured by a pledge of the Company’s assets. These short-term working capital notes mature in 30-360 days. In connection with these notes, the Company issued 600,000 shares of its common stock and 17,333,333 warrants to purchase common stock. The fair value of these share incentives was calculated to be $1,090,696. The fair value of the share incentives was recorded as a discount to the notes 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 nine months ended September 30, 2021, is $839,434.

 

13
 

 

During the nine months ending September 30, 2021, the Company and the Company’s wholly owned operating subsidiary completed the conversion of short-term notes with a face value of $3,166,973 and accrued interest to 248,944 Preferred B Units with a fair value of $2,690,069, resulting in a Loss on Extinguishment of Debt of $725,723.

 

As of September 30, 2021, and December 31, 2020, the outstanding balance due on the working capital notes was $4,988,633 and $4,672,096, respectively.

 

NOTE 8 - CONVERTIBLE DEBENTURE – RELATED PARTY

 

Since September 16, 2016, the Company sold an aggregate amount of $2,405,000 in convertible term notes (the “Convertible Debentures”). 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 shares of 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, 2020, the Company received $2,405,000 under this Convertible Debentures. 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, 2020, the Company had a face value of $345,000 due under the Convertible Debentures. As of September 30, 2021, all Convertible Debentures had been converted to equity.

 

Pursuant to the governing agreement, the Convertible Debentures featured maturities beginning September 16, 2019, and the Convertible Debenture holder, had the option to convert their principal and interest into 690,000 (plus 164,424 for accrued interest) shares of common stock. The fair value of the embedded beneficial conversion feature resulted in a discount to the Convertible Debenture – related party of $47,110 at December 31, 2020 and a discount of $0 at September 30, 2021.

 

During the year ended December 31, 2018, the Company sold Convertible Debentures 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 Debentures. The discount reduced the liability balance of the Convertible Debentures to $0 when the Convertible Debentures were issued and recorded the proceeds of the sale as Additional paid in Capital. The discount was amortized over the three-year term of the Convertible Debentures. The discounted balance of the Convertible Debentures at September 30, 2021 was $0.

 

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 the current price of the stock was higher than the conversion price.

 

The convertible debenture - related party is measured at fair value at the end of each reporting period or termination of the applicable 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 $0.035 to $2.50 per share.

 

14
 

 

As of September 30, 2021, the outstanding balance due the Convertible Debentures holders was $0, including $0 in original issue discount or interest. All debentures had been converted.

 

NOTE 9 – EMBEDDED DERIVATIVES – FINANCIAL INSTRUMENTS

 

Since September 2016 the Company entered into several financial instruments, which consisted of Convertible Debentures, containing a fixed conversion feature. It is possible the fixed conversion price of the Convertible Debenture may be at a significant discount to the market price of the shares of the Company’s common stock. The Company for all intent and purposes considers these discounts to be fair market value as would be determined in an arm’s length transaction with a willing buyer and the restrictive nature of the common stock issued, unless issued pursuant to a registration or some other registered shares with the SEC.

 

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

 

The fair value of the conversion feature of the financial instrument as of September 30, 2021, was $0. The Company did not record any expense associated with the embedded derivatives at September 30, 2021. No embedded derivative expense was realized as there was no change in the conversion price.

 

NOTE 10 – INCOME TAXES

 

At September 30, 2021 and December 31, 2020, the Company had a net operating loss carryforward of $25,760,803 and $20,870,713, respectively, which begins to expire in 2034.

 

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

 

   

September 30,

2021
(unaudited)

   

December 31,

2020
(audited)

 
Deferred tax asset:                
Net operating loss carryforward   $ 5,409,769     $ 4,382,850  
Total deferred tax asset     5,409,769       4,382,850  
Less: Valuation allowance     (5,409,769 )     (4,382,850 )
Net deferred tax asset   $ -     $ -  

 

Valuation allowance for deferred tax assets as of September 30, 2021, and December 31, 2020 was $5,409,769 and $4,382,850, respectively. In assessing the recovery of the deferred tax asset, management considers whether it is more likely than not that some portion or the entire deferred tax asset will not be realized. The ultimate realization of the deferred tax asset is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not deferred tax assets will not be realized as of September 30, 2021, and December 31, 2020, and recognized 100% valuation allowance for each period.

 

15
 

 

Reconciliation between the statutory rate and the effective tax rate for both periods and as of December 31, 2020:

 

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

 

NOTE 11 – SHARE CAPITAL

 

The Company is authorized to issue 600,000,000 shares of its $0.001 par value common stock and 10,000,000 shares of its $0.001 par value preferred stock.

 

Common stock

 

On July 21, 2021, the Company issued 1,220,000 shares of common stock as interest payments on an outstanding note.

 

On July 22, 2021, the Company issued 1,300,000 shares of common stock as a component of a note payable.

 

On July 26, 2021, the Company filed a Certificate of Designation and Amendment with the Nevada Secretary of State to increase the number of shares constituting the Series B Convertible Preferred Stock from 250,000 to 350,000.

 

On July 26, 2021, the Company sold 7,500 units at $7 per unit consisting of 7,500 shares of Series B Preferred Stock and 750,000 three-year warrants to purchase 1 share of common stock per warrant at $0.10 to an accredited investor by subscription agreement.

 

On July 29, 2021, the Company issued 800,000 shares of common stock as a conversion of Series B Preferred Stock.

 

On July 30, 2021, pursuant to its 2021 Long-Term Incentive Plan, the Company issued 753,242 shares of common stock to Rocco LaVista, our VP of Business Development, for services.

 

On August 3, 2021, pursuant to its 2021 Long-Term Incentive Plan, the Company issued 753,242 shares of common stock to Charles A. Ross, Jr., our CEO, for services.

 

On August 4, 2021, pursuant to its 2021 Long-Term Incentive Plan, the Company issued 753,241 shares of common stock to Doug E. Grau, our President, for services.

 

On August 12, 2021, the Company issued 310,000 shares of common stock as an interest payment on an outstanding note.

 

On August 18, 2021, the Company issued 4,265,800 shares of common stock as a conversion of Series B Preferred Stock.

 

On September 3, 2021, the Company issued 34,489 shares of Common Stock as a component of a note.

 

On September 8, 2021, the Company issued 310,000 shares of common stock as an interest payment on an outstanding note.

 

On September 21, 2021, the Company issued 100,000 shares of common stock as a component of a note.

 

On September 21, 2021, the Company issued 500,000 shares of common stock as a component of a note.

 

On September 30, 2021, the Company issued 125,000 shares of common stock as a component of a note extension.

 

On September 30, 2021, the Company issued 300,000 shares of common stock as an interest payment on an outstanding note.

 

On September 30, 2021, the Company issued 2,759,321 shares of common stock as an interest payment on outstanding notes.

 

At September 30, 2021 and December 31, 2020, there were 120,508,194 and 72,807,929 shares of common stock issued and outstanding, respectively; and 276,501 and 0 shares of Series B preferred stock issued and outstanding, respectively.

 

NOTE 12 – WARRANTS AND OPTIONS

 

As of September 30, 2021, there were 55,220,633 warrants issued and outstanding. As of December 31, 2020, there were 3,395,000 warrants outstanding to acquire additional shares of common stock.

 

The Company evaluates outstanding warrants as derivative liabilities and will recognize any changes in the fair value through earnings. The Company determined that the Warrants have an immaterial fair value at September 30, 2021. 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 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.

 

    September 30, 2021
(unaudited) 		    December 31, 2020
(audited) 		 
             
Stock Price   $ .06345     $ 0.104  
Exercise Price   $ .10     $ 0.26  
Term (expected in years)     3.0       4.73  
Volatility     203.44 %     259.2 %
Annual Rate of Dividends     0.0 %     0.0 %
Risk Free Rate     1.55 %     0.18 %

 

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Stock Purchase Warrant

 

The following table summarizes all warrant activity for the year ended December 31, 2020, and the nine months ended September 30, 2021.

 

    Shares     Weighted-Average Exercise Price Per Share     Remaining term     Intrinsic value  
                         
Outstanding and Exercisable at December 31, 2019     2,420,000     $ 0.61      

 

.23 years

      -  
Granted     2,550,000     $ 0.12       4.23 years       -  
Exercised                     -       -  
Expired     (1,575,000 )     -       -       -  
Outstanding and Exercisable at December 31, 2020     3,395,000     $ 0.26      

 

4.00 years

      -  
Granted     51,945,633     $ 0.10       2.04 years       -  
Exercised     -       -       -       -  
Expired     (120,000 )     -       -       -  
Outstanding and Exercisable at September 30, 2021     55,220,633      

 

$0.11

     

 

1.92 years

      -  

 

 

NOTE 13 – COMMITMENTS AND CONTINGENCIES

 

Rental Payments under Non-cancelable Operating Leases

 

The Company has a lease for a sales office and showroom in Lenexa, Kansas which expires in January 2026, and an annually renewable lease for manufacturing and warehouse space in Chanute, Kansas. The following is a schedule, by year, of the future minimum rental payments under the lease:

 

Year ended December 31,      
       
2021     158,029  
2022     72,638  
2023     74,112  
2024     75,362  
2025     76,390  
Subsequent     19,162  
Total   $ 475,693  

 

Rent costs totaled approximately $138,271 and $106,086 for nine-month periods ended September 30, 2021, and 2020, respectively.

 

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NOTE 14 – SUBSEQUENT EVENTS

 

The Company evaluated all events that occurred after the balance sheet date of September 30, 2021, through the date the financial statements were issued and determined that there were the following subsequent events:

 

On October 25, 2021, the Company issued 1,071,429 shares of Common stock and 1,071,429 three-year warrants to purchase Common stock for $0.10 for an investment of $75,000 to an accredited investor.

 

On October 29, 2021, the Company issued 1,180,000 shares of common stock as an interest payment on an outstanding note.

 

On October 29, 2021, pursuant to its 2021 Long-Term Incentive Plan, the Company issued 500,000 shares of common stock to a financial consultant of the Company for services.

 

On October 29, 2021, pursuant to its 2021 Long-Term Incentive Plan, the Company issued 500,000 shares of common stock to a legal consultant of the Company for services.

 

On October 29, 2021, pursuant to its 2021 Long-Term Incentive Plan, the Company issued 500,000 shares of common stock to a consultant of the Company for services.

 

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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:

  

  ● We currently do not own a manufacturing facility, and future acquisition and operation of new manufacturing facilities might prove unsuccessful and could fail;
     
  ● our success depends on our ability to introduce new products that track customer preferences;

 

  ● if we are unable to protect our intellectual property, we may lose a competitive advantage or incur substantial litigation costs to protect our rights;

 

  ● as significant portion of our revenues is derived by demand for our safes and personal security products for firearms storage purposes, we depend on the availability and regulation of ammunition storage;
     
  ● as we rely on third-party manufacturers for our safes production, our compromised operational capacity may affect our ability to meet the demand for our safes, which in turn may affect our generation of revenue;

 

  ● shortages of components and materials, as well as supply chain disruptions, may delay or reduce our sales and increase our costs, thereby harming our results of operations;

 

  ● we do not have long-term purchase commitments from our customers, and their ability to cancel, reduce, or delay orders could reduce our revenue and increase our costs;

 

  ●

we face a high degree of market competition that could result in our losing or failing to gain market share;

     
  ● our ability to expand our sales organization to address effectively existing and new markets that we intend to target;

 

  ● applicable laws and changing legal and regulatory requirements could harm our business and financial results;

 

  ● our Management has control over key decision-making as a result of their control of a majority of our voting stock;

 

  ● the loss of our founder and Chief Executive Officer, Charles A, Ross, could harm our business;

 

  ● our inability to generate significant cash flow from sales of our products, which could lead to a substantial increase in indebtedness and negatively impact our ability to comply with the financial covenants, as applicable, in our debt agreements;

 

  ● our inability to access lending, capital markets and other sources of liquidity, if needed, on reasonable terms, or at all, or obtain amendments, extensions and waivers of financial maintenance covenants, among other material terms;
     
  ● our inability to effectively meet our short- and long-term obligations;

 

  ● our inability to service our existing and future indebtedness or other liabilities, the failure of which could result in insolvency proceedings and result in a total loss of your equity investment;

 

  ●

given our limited corporate history it is difficult to evaluate our business and future prospects and increases the risks associated with an investment in our securities;

     
  ● our ability to identify suitable acquisition candidates to consummate acquisitions on acceptable terms, or to successfully integrate acquisitions in connection with the execution of our growth strategy, the failure of which could disrupt our operations and adversely impact our business and operating results; 

 

  ● 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;
     
  ● the actions and initiatives taken by both current and potential competitors;
     
  ● 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;
     
  ● changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate;
     
  ● the deterioration in general or global economic, market and political conditions;
     
  ● the inability to efficiently manage our operations;
     
  ● the inability to achieve future operating results;
     
  ● the unavailability of funds for capital expenditures;
     
  ● the inability of management to effectively implement our strategies and business plans; and
     
  ● the other risks and uncertainties detailed in this report.

 

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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.

  

Description of Business

 

Overview

 

The Company operates as a marketer of branded safes and personal security products. Additionally, the Company designs and produces branded accessories and apparel including with concealment pockets.

 

We focus on primarily using U.S.-made steel as the primary component of our safes and personal security products. We believe our products are designed to safely store firearms, as well as store our customers’ priceless keepsakes, family heirlooms and treasured memories, and aim to make our products accessible at various price points for home use. We believe our products are designed for safety, quality, reliability, features and performance.

 

In addition to branded safes, we offer an assortment of personal security products as well as apparel and accessories for men and women under the Company’s American Rebel brand. Our backpacks utilize what we believe is a distinctive sandwich-method concealment pocket, which we refer to as our Personal Protection Pocket, to hold firearms in place securely and safely. Concealment pockets on our Freedom 2.0 Concealed Carry Jackets incorporate a silent operation opening and closing with the use of a magnetic closure.

 

We believe that we have the potential to continue to create an American brand community presence, in part through our Chief Executive Officer, Charles A. “Andy” Ross, who has written, recorded and performs a number of songs about the American spirit of independence. We believe our customers identify with the values expressed by our Chief Executive Officer through the “American Rebel” brand.

 

Through our growing network of dealers, we promote and sell our products in select regional retailers and local specialty safe, sports, hunting and firearms stores, as well as via e-commerce marketplace. The brand shares a commitment to offering products of what we believe are enduring quality and comfort that allow customers to keep their valuable belongings safe on the go and express their patriotism and style, which is synonymous with the American Rebel brand.

 

We generate revenue from the following activities:

 

  a. Safes - we offer a wide range of home, office and personal safe models, in a broad assortment of sizes, features and styles, which are constructed with U.S.-made steel. Demand for our safes is relatively strong across all segments of our customers, including individuals and families seeking to protect their valuables, businesses seeking to protect valuables and irreplaceable items such as artifacts and jewelry, and dispensaries servicing the community that seek to protect their inventory and cashflow. In addition, the demand for our safes has also been relatively strong among responsible gun owners, sportsmen, competitive shooters and hunters seeking a premium and responsible solution to secure valuables and firearms, to prevent theft and to protect loved ones. We expect to benefit from increasing awareness of and need for safe storage of firearms in future periods. Below is a summary of the different safes we make:

 

  i. Large Safes – our current large model safe collection consists of six premium safes. All of our large safes share the same high-quality workmanship, are constructed out of 11-gauge U.S.-made steel and feature double plate steel doors, double-steel door casements and reinforced door edges. Each of these safes provide up to 75 minutes of fire protection at 1200 degrees Fahrenheit. Our safes offer a fully adjustable interior to fit our customers’ needs. Depending on the model, one side of the interior may have shelves and the other side set up to accommodate long guns. There are optional additions such as Rifle Rod Kits and Handgun Hangers to increase the storage capacity of the safe. These large safes offer greater capacity for secure storage and protection, and our safes are designed to prevent unauthorized access, including in the event of an attempted theft, natural disaster or fire. We believe that a large, highly visible safe also acts as a deterrent to any prospective thief.

 

  ii. Personal Safes – The safes in our compact safe collection are easy to operate and carry as they fit into briefcases, desks or under vehicle seats. These personal safes meet Transportation Security Administration (“TSA”) airline firearm guidelines and fit comfortably in luggage when required by travel regulations.

 

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  iii. Vault Doors – Our U.S.-made vault doors combine style with what we believe are superior theft and fire protection for an elegant look that fits any decor. Newly-built, higher-end homes often add vault rooms and we believe our vault doors, which we designed to facilitate secure access to such vault rooms, provide ideal solutions for the protection of valuables and shelter from either storms or intruders. Whether it’s in the context of a safe room, a shelter, or a place to consolidate valuables, our American Rebel in- and out-swinging vault doors provide maximum functionality to facilitate a secure vault room. American Rebel vault doors are constructed of 4 ½” double steel plate thickness, A36 carbon steel panels with sandwiched fire insulation, a design that provides greater rigidity, security and fire protection. Active bolt works, which is the locking mechanism that bolts the safe door closed so that it cannot be pried open, and which is considered to be by some locksmiths among the smoothest and strongest in the industry, and three external hinges that support the weight of the door, are some of the features of the vault door. For safety and when the door is used for a panic or safe room, a quick release lever is installed inside the door.

 

  iv. Dispensary Safes - Our HG-INV Inventory Safe, a safe tailor-made for the cannabis industry, provides cannabis and horticultural plant home growers a reliable and safe solution. Designed with medical marijuana or recreational cannabis dispensaries in mind, including with respect to increasing governmental and insurance industry regulation to lock inventory after hours, our HG-INV Inventory Safe delivers a high level of user experience.

 

  b. Personal Security - our concealed carry backpack selection consists of an assortment of sizes, features and styles.
     
  c. Apparel and Accessories - we offer a wide range of concealed carry jackets, vests and coats for men and women. We also offer patriotic apparel for the whole family, with the American Rebel imprint. Our apparel line serves as “point man” for the brand, often acting as the first point of exposure that people have to all things American Rebel. Our apparel line is designed and branded to be stylish, patriotic and bold. We emphasize styling that complements our enthusiasts’ and customers’ lifestyle, representing the values of our community and quintessential American character. We believe the American Rebel clothing line style is not only a fashion statement; we seek to cultivate a sense of pride of belonging to our patriotic family, in our customers’ adventures and in life.

 

The costs of our revenue primarily consist of productions costs, product development, consulting, and marketing and brand development fees.

 

Our results of operations and financial condition may be impacted positively and negatively by certain general macroeconomic and industry wide conditions, such as the effects of the COVID-19 pandemic. The consequences of the pandemic and impact on the U.S. and global economies continue to evolve and the full extent of the impact is uncertain as of the date of this filing. The pandemic has had a significant effect on the safe and personal security industry and on the apparel industry. If the recovery from the COVID-19 pandemic is not robust, the impact could be prolonged and severe. While to date the Company has not been required to stop operating, management is evaluating its use of its office space, virtual meetings and the like. While our manufacturing capabilities have been suffering, and could continue to suffer from mandatory, forced production disruptions, which negatively impact our ability to satisfy the demand for our products, as the result of the pandemic, we expect that the impact of such attrition would be mitigated by the addition of new customers resulting from the increasing demand for home, office and personal safety and security. The extent to which the COVID-19 pandemic will impact our operations, ability to obtain financing or future financial results is uncertain at this time. Due to the effects of COVID-19, management worked to reduce unnecessary marketing expenditures and worked to improve staff and human capital expenditures, while maintaining overall workforce levels. The Company expects but cannot guarantee that demand for its safes and personal security products will keep growing later in 2021, as more customers spending more time working remotely, and increasing regulation in many states mandating safe ammunition storage, accelerating the demand for our responsible solution safes and making them necessary appliance for any household, providing protection for expensive firearms and other valuables. Overall, management is focused on effectively positioning the Company for meeting the increasing demand for our safes and faster turnaround production.

 

Recent Developments and Trends

 

Strategic Corporate Reorganization for Long-term Growth. We are consistently evaluating and considering appropriate strategic and acquisitions opportunities as part of its overall strategy to accelerate growth, long-term value for its stockholders and create integrated value chains’

 

Coronavirus (“COVID-19”) and Related Market Impact. The COVID-19 outbreak has presented evolving risks and developments domestically and internationally, as well as new opportunities for our business. Although the pandemic has not materially impacted our results and operations adversely, our ability to satisfy demand for our products could be negatively impacted by mandatory forced production disruptions of our safes’ sole third-party manufacturer and strategic partners. Any significant disruption to communications and travel, including travel restrictions and other potential protective quarantine measures against COVID-19 by governmental agencies, could make it difficult for us to deliver goods and services to our customers. Further, travel restrictions and protective measures against COVID-19 could cause the Company to incur additional unexpected labor costs and expenses or could restrain the Company’s ability to retain the highly skilled personnel the Company needs for its operations. The extent to which COVID-19 impacts the Company’s business, sales and results of operations will depend on future developments, which are uncertain and cannot be currently predicted.

 

Additionally, as a result of COVID-19, at any time we may be subject to increased operating costs, supply interruptions, and difficulties in obtaining raw materials and components. To address these challenges, we continue to monitor our supply chain. We have recently entered into a contract with a third-party manufacturer to exclusively assemble our upcoming new line of safes. We believe that this vertical integration would allow us, among other benefits, to ramp up our production levels to meet expected demand for our products, provide us greater autonomy over the manufacturing process, and add what we believe are distinctive features to our safes.

 

We expect that the demand for home, office and personal safety and security products would remain stable, in part due to customers spending more time working remotely, increasing regulation mandating safe storage, and substantial uncertainty related to the supply chain and delivery of international goods, which in turn translate into, we believe, growth in demand for our home and personal safes as a U.S. company. We, however, cannot guarantee, that demand for our safes and personal security products will keep growing through the end of the 2021 calendar year and beyond.

 

Further, due to the effects of COVID-19, our management have reduced unnecessary marketing expenditures as part of continued efforts to adjust the Company’s operations to address changes in the safes and vault industry, and particularly to improve staff and human capital expenditures, while maintaining overall workforce levels.

 

Due to the substantial uncertainty related to the effects of the pandemic, its duration and the related market impacts, including the economic stimulus activity, we are unable to predict the specific impact the pandemic and related restrictions (including the lifting or re-imposing of restrictions due to the Delta variant or otherwise) will have on our results of operations, liquidity or long-term financial results.

 

Results of Operations

 

From inception through September 30, 2021, we have generated an operating deficit of $25,760,803. We expect to incur additional losses during the fiscal year ending December 31, 2021, and beyond, principally as a result of our increased investment in inventory, marketing expenses, and the limited sales of our new products as we seek to establish them in the marketplace.

 

Nine Months Ended September 30, 2021 Compared To Nine Months Ended September 30, 2020

 

Revenue and cost of goods sold

 

For the nine months ended September 30, 2021, we reported Sales of $848,357, compared to Sales of $899,238 for the nine months ended September 30, 2020. For the nine months ended September 30, 2021, we reported Cost of Sales of $716,943, compared to Cost of Sales of $659,006 for the nine months ended September 30, 2020. For the nine months ended September 30, 2021, we reported Gross Profit of $131,414, compared to Gross Profit of $240,232 for the nine months ended September 30, 2020. Sales of our products began during the fourth quarter of 2016.

 

21
 

 

Operating Expenses

 

Total operating expenses for the nine months ended September 30, 2021, were $2,795,037 compared to $2,414,991 for the nine months ended September 30, 2020, as further described below.

 

For the nine months ended September 30, 2021, we incurred consulting and business development expenses of $1,774,003, compared to consulting and business development expenses of $404,700 for the nine months ended September 30, 2020. The change in consulting and business development expenses was due to the issuance of stock as compensation.

 

For the nine months ended September 30, 2021, we incurred product development expenses of $275,780, compared to product development expenses of $275,565 for the nine months ended September 30, 2020. There was no significant change in product development expenses.

 

For the nine months ended September 30, 2021, we incurred marketing and brand development expenses of $138,783, compared to marketing and brand development expenses of $331,775 for the nine months ended September 30, 2020. The change in marketing and brand development expenses relates primarily to a decrease of activities related to the ongoing COVID-19 pandemic, public health restrictions and cost-saving measures.

 

For the nine months ended September 30, 2021, we incurred general and administrative expenses of $603,727, compared to general and administrative expenses of $1,356,430 for the nine months ended September 30, 2020. The change relates primarily to a decrease in administrative expenses establishing company processes and procedures and cost-saving measures.

 

For the nine months ended September 30, 2021, we incurred depreciation expense of $2,744, compared to depreciation expense of $46,521 for the nine months ended September 30, 2020. The decrease in depreciation expense relates primarily to the maturity of depreciable assets.

 

Other income and expenses

 

For the nine months ended September 30, 2021, we incurred interest expense of $1,500,744, compared to interest expense of $1,507,662 for the nine months ended September 30, 2020. The similar amount of interest expense is due to ongoing debt refinancing and conversions of debt to equity. Included in this total interest expense, during the nine months ended September 30, 2021, we incurred interest expense by amortization of the discount recorded for the issuance of shares of common stock in connection with working capital loans of $885,920, compared to $462,072 during the nine months ended September 30, 2020, in interest expense by amortization of the discount recorded for the issuance of shares of common stock in connection with working capital loans.

 

Net Loss

 

Net loss for the nine months ended September 30, 2021, amounted to $4,890,090, resulting in a loss per share of $0.05, compared to $4,601,663 for the nine months ended September 30, 2020, resulting in a loss per share of $0.08. The slight increase in the net loss from the nine months ended September 30, 2020, to the nine months ended September 30, 2021, is primarily due to the use of stock as compensation. The Loss on Extinguishment of Debt of $725,723 incurred in the nine months ended September 30, 2021 and $919,242 incurred during the nine months ended September 30, 2020 created by the issuance of Common and Preferred Stock to eliminate short term debt and accrued interest expense continued the Company’s efforts to reduce debt.

 

Three Months Ended September 30, 2021 Compared To Three Months Ended September 30, 2020

 

Revenue and cost of goods sold

 

For the three months ended September 30, 2021, we reported Sales of $295,490, compared to Sales of $279,308 for the three months ended September 30, 2020. For the three months ended September 30, 2021, we reported Cost of Sales of $280,212, compared to Cost of Sales of $228,584 for the three months ended September 30, 2020. For the three months ended September 30, 2021, we reported Gross Profit of $15,278, compared to Gross Profit of $50,724 for the three months ended September 30, 2020. Sales of our products began during the fourth quarter of 2016.

 

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Operating Expenses

 

Total operating expenses for the three months ended September 30, 2021, were $971,882 compared to $618,808 for the three months ended September 30, 2020, as further described below.

 

For the three months ended September 30, 2021, we incurred consulting and business development expenses of $656,784, compared to consulting and business development expenses of $136,877 for the three months ended September 30, 2020. The change in consulting and business development expenses was due to the issuance of stock as compensation.

 

For the three months ended September 30, 2021, we incurred product development expenses of $42,720, compared to product development expenses of $89,578 for the three months ended September 30, 2020. The change in product development expenses relates primarily to a decrease of activities in preparation of new product launches.

 

For the three months ended September 30, 2021, we incurred marketing and brand development expenses of $34,669, compared to marketing and brand development expenses of $90,305 for the three months ended September 30, 2020. The change in marketing and brand development expenses relates primarily to a decrease of activities including major trade shows due to the COVID-19 pandemic and public health restrictions.

 

For the three months ended September 30, 2021, we incurred general and administrative expenses of $236,763, compared to general and administrative expenses of $286,541 for the three months ended September 30, 2020. The change relates primarily to a decrease in administrative expenses establishing company processes and procedures.

 

For the three months ended September 30, 2021, we incurred depreciation expense of $946, compared to depreciation expense of $15,507 for the three months ended September 30, 2020. The decrease in depreciation expense relates primarily to the maturity of depreciable assets.

 

Other income and expenses

 

For the three months ended September 30, 2021, we incurred interest expense of $382,601, compared to interest expense of $681,076 for the three months ended September 30, 2020. Included in this total interest expense, during the three months ended September 30, 2021 , we incurred interest expense by amortization of the discount recorded for the issuance of shares of common stock in connection with working capital loans of $216,636, compared to $198,990 during the three months ended September 30, 2020, in interest expense by amortization of the discount recorded for the issuance of shares of common stock in connection with working capital loans.

 

Net Loss

 

Net loss for the three months ended September 30, 2021, amounted to $1,426,780, resulting in a loss per share of $0.01, compared to $1,318,085 for the three months ended September 30, 2020, resulting in a loss per share of $0.02. The increase in the net loss from the three months ended September 30, 2020, to the three months ended September 30, 2021, is primarily due to the issuance of stock as compensation. The Loss on Extinguishment of Debt of $87,575 incurred during the three months ended September 30, 2021, was created by issuance of Common and Preferred Stock to eliminate short term debt and accrued interest expense.

 

Liquidity and Capital Resources

 

We are a development stage company and our revenue from our planned operations does not cover our operating expenses. We have a working capital deficit of $4,726,654 at December 31, 2020, and $3,338,820 at September 30, 2021, and have incurred a deficit of $25,760,803 from inception to September 30, 2021. We have funded operations primarily through the issuance of capital stock, convertible debt, and other securities.

 

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During the nine months ended September 30, 2021, we raised net cash of $697,505 by issuance of common and Preferred Shares, as compared to $7,000 for the nine months ended September 31, 2020. During the nine months ended September 30, 2021, we raised net cash of $0 through the issuance of debt instruments, as compared to $125,000 for the nine months ended September 30, 2020. During the nine months ended September 30, 2021, we raised net cash of $2,169,100 through the issuance of notes payable secured by inventory, as compared to $2,208,671 for the nine months ended September 30, 2020. During the nine months ended September 30, 2021, we repaid $0 on loans received from our CEO, as compared to $0 that we repaid in loans from our CEO during the nine months ended September 30, 2020.

 

As we continue with the launch of our safes and 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 continuing to market our safes and 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.

 

Debt Restructuring

 

The Company has recently engaged in a financial restructuring (the “Debt Restructuring”), that included extending, renewing, and structuring terms of loans with investors and third-party creditors.

 

Cavalry Bridge Loan

 

As part of the Debt Restructuring, on September 29, 2021, the Company entered into a financing transaction with accredited investor Cavalry Fund I, L.P., a Delaware limited partnership (“Cavalry”).

 

Pursuant to the financing transaction with Cavalry, the Company issued to Cavalry a senior secured convertible promissory note in the aggregate principal amount of $1,150,000 (the “Note”). The Note has a maturity date of one year from September 29, 2021 and bears interest at a rate of 6% per annum, which is also payable on maturity. The net proceeds received by the Company were $1,035,000. The Note provided, among other covenants, for (i) optional conversion of amount due under the underlying loan into shares of the Company’s Common Stock, (ii) a mandatory conversion pursuant to which the principal amount and any accrued or unpaid interest automatically convert into the Company’s Common Stock, or into the Company’s Common Stock and warrants, if warrants are included in certain subsequent financing events, and (iii) encumbrances on all of the assets of the Company, including a lien on and security interest in all of the issued and outstanding equity interests of the wholly-owned subsidiary of the Company. Further, in connection with the Debt Restructuring, the Company entered into a registration rights agreement whereby the Company agreed to file a registration statement covering Cavalry’s resale of all of the Common Stock underlying the loan and the warrants following 30 days of the entering into the Debt Restructuring.

 

Promissory Notes

 

As part of the Debt Restructuring (as defined above), the Company also entered into replacement notes to extend the maturity on certain prior notes.

 

On March 31, 2021, the Company entered into an unsecured Forbearance Agreement with an accredited investor to with respect to certain four previous notes between the accredited investor and the Company. The total outstanding amount owed to the accredited investor was $273,187.50 as of March 29, 2021. Pursuant to the Forbearance Agreement, the Company has agreed to pay an initial payment of $100,000, followed by seven monthly payments of $21,648.44 through December 2021, in exchange for delaying the exercise of rights and remedies under the previous notes by the accredited investor based on the existence of certain events of default. The Forbearance Agreement contains customary warranties, covenants and representations of the Company.

 

On April 18, 2021, the Company entered into a Secured Promissory Note with an accredited investor in the amount of $591,000. The Secured Promissory Note replaced and superseded a prior Secured Note with a remaining balance of $183,000 and a Consolidated Note with a remaining balance of $455,670. Payments under the Secured Promissory Note are due in accordance with a schedule, with the first payment of $100,000 due on or before April 23, 2021, and the final payment of $8,000 due on September 1, 2023. The Secured Promissory Note does not bear interest. The Secured Promissory Note contains customary warranties, covenants and representations of the Company, and a right of first refusal of the accredited investor exercisable in connection with any proposed transfer of all or any portion of the Secured Promissory Note.

 

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On June 21, 2021, the Company entered into a $329,609.50 unsecured Promissory Note with an accredited investor. The unsecured Promissory Note bears 12% interest per annum. Principal and interest payments are due in accordance with an amortization schedule with a maturity date of June 21, 2024. The unsecured Promissory Note contains customary warranties, covenants and representations of the Company.

 

On July 1, 2021, the Company entered into a $600,000 unsecured Promissory Note with an accredited investor. The unsecured Promissory Note bears 12% interest per annum. The principal of the unsecured Promissory Note is due on July 1, 2022. The unsecured Promissory Note contains customary warranties, covenants and representations of the Company.

 

On September 3, 2021, the Company entered into an extension to the Company’s promissory note with Tomahawk Road LLC (the “Tomahawk Note”). Under the Tomahawk Note, the Company owes the principal sum of $34,489, plus interests at the rate of 15% per annum. The Company has also issued 34,489 shares of common stock as a component of entering into the Tomahawk Note. The Tomahawk Note’s principal amount, and interest thereupon accrued, is due on December 2, 2021.

 

On September 13, 2021, the Company entered into a replacement promissory note with Erick Thompson (the “Thompson Note”) in order to extend its maturity date. Under the Thompson Note, the Company owes the principal sum of $106,000, plus interests of 12% per annum on the outstanding amount from September 13, 2021. The Company has also issued 100,000 shares of restricted common stock as a component of entering into the Thompson Note. The Thompson Note’s principal amount, and interest thereupon accrued, is due on December 13, 2021.

 

On September 13, 2021, the Company entered into a replacement promissory with Ronald Smith (the “Smith Note”) in order to extend its maturity date. Under the Smith Note, the Company owes the principal sum of $562,991.78, plus interests of 8.4% per annum on the outstanding amount from September 13, 2021. The Company has also issued 500,000 shares of restricted common stock as a component of entering into the Smith Note. The Smith Note’s principal amount, and interest thereupon accrued, is due on December 13, 2021.

 

On September 15, 2021, the Company entered into a replacement promissory with Christopher Zabel (the “Zabel Note”) in order to extend its maturity date. Under the Zabel Note, the Company owes the principal sum of $125,301.76, plus interests of 18% per annum on the outstanding amount from September 15, 2021. The Company has also issued 125,000 shares of restricted common stock as a component of entering into the Zabel Note. The Zabel Note’s principal amount, and interest thereupon accrued, is due on December 15, 2021.

 

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.

 

25
 

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

Not applicable.

 

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 are currently not involved in any material litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

 

26
 

 

Item 1a – Risk Factors

 

Factors that could cause or contribute to differences in our future financial and operating results include those discussed in the risk factors set forth in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2020. These risks are not the only risks that we face. Additional risks not presently known to us or that we do not currently consider significant may also have an adverse effect on the Company. If any of the risks actually occur, our business, results of operations, cash flows or financial condition could suffer.

 

Item 2 - Unregistered Sales of Equity Securities

 

On July 21, 2021, the Company issued 1,220,000 shares of common stock valued at $0.06 per share as interest payments on an outstanding note.

 

On July 22, 2021, the Company issued 1,300,000 shares of common stock valued at $0.06 per share as a component of a note payable.

 

On July 26, 2021, the Company sold 7,500 units at $7 per unit for $52,500 to an accredited investor by subscription agreement. The units consisted of 7,500 shares of Series B Preferred Stock and 750,000 three-year warrants to purchase 1 share of common stock per warrant at $0.10.

 

On July 30, 2021, pursuant to its 2021 Long-Term Incentive Plan, the Company issued 753,242 shares of common stock to Rocco LaVista, our VP of Business Development, for services.

 

On August 3, 2021, pursuant to its 2021 Long-Term Incentive Plan, the Company issued 753,242 shares of common stock to Charles A. Ross, Jr., our CEO, for services.

 

On August 4, 2021, pursuant to its 2021 Long-Term Incentive Plan, the Company issued 753,241 shares of common stock to Doug E. Grau, our President, for services.

 

On August 5, 2021, the Company issued 1,896,400 shares of common stock of the Company and 1,896,400 warrants to purchase shares of common stock of the Company at $0.10 per share with a three-year expiration to an investor who converted his outstanding debt to common stock of the Company.

 

On August 12, 2021, the Company issued 310,000 shares of common stock valued at $0.06 per share as an interest payment on an outstanding note.

 

On August 18, 2021, an investor who had previously converted outstanding debt to Series B Preferred Stock converted the Series B Preferred Stock to 4,265,800 shares of common stock of the Company.

 

On September 3, 2021, the Company issued 34,489 shares of Common Stock of the Company as a component of a note.

 

On September 8, 2021, the Company issued 310,000 shares of common stock valued at $0.06 per share as an interest payment on an outstanding note.

 

On September 21, 2021, the Company issued 100,000 shares of common stock as a component of a note.

 

On September 21, 2021, the Company issued 500,000 shares of common stock of the Company as a component of a note.

 

On September 30, 2021, the Company issued 502,623 shares of common stock and 502,623 warrants to purchase shares of common stock of the Company at $0.10 per share with a three-year expiration to an investor who converted his outstanding debt to common stock of the Company.

 

On September 30, 2021, the Company issued 503,797 shares of common stock and 503,797 warrants to purchase shares of common stock of the Company at $0.10 per share with a three-year expiration to an investor who converted his outstanding debt to common stock of the Company.

 

On September 30, 2021, the Company issued 503,797 shares of common stock and 503,797 warrants to purchase shares of common stock of the Company at $0.10 per share with a three-year expiration to an investor who converted his outstanding debt to common stock of the Company.

 

On September 30, 2021, the Company issued 125,000 shares of common stock as a component of a note extension.

 

On September 30, 2021, the Company issued 300,000 shares of common stock valued at $0.06 per share as an interest payment on an outstanding note.

 

On September 30, 2021, the Company issued 2,759,321 shares of common stock as an interest payment on outstanding notes.

 

Subsequent Issuances after Quarter-End

 

On October 25, 2021, the Company sold 1,071,429 units at $0.07 per unit to an accredited investor by subscription agreement. The units consisted of 1,071,429 shares of common stock and 1,071,429 three-year warrants to purchase 1 share of common stock per warrant at $0.10.

 

On October 29, 2021, the Company issued 1,180,000 shares of common stock valued at $0.06 per share as an interest payment on an outstanding note.

 

On October 29, 2021, pursuant to our 2021 Long-Term Incentive Plan, the Company authorized the issuance of 500,000 shares of Common Stock of the Company to a financial consultant of the Company for services.

 

On October 29, 2021, pursuant to its 2021 Long-Term Incentive Plan, the Company issued 500,000 shares of Common Stock of the Company to a legal consultant of the Company for services.

 

On October 29, 2021, pursuant to its 2021 Long-Term Incentive Plan, the Company issued 500,000 shares of common stock of the Company to a consultant of the Company for services.

 

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

 

27
 

 

Issuer Purchases of Equity Securities

 

We did not repurchase any of our equity securities during the quarter ended September 30, 2021.

 

Item 3 – Defaults upon Senior Securities

 

We have entered into a number of promissory notes, some of which are in default as of September 30, 2021, or went into default before the filing of this Quarterly Report (See Note 7 to the financial statements).

 

As of September 30, 2021, we only had cash and cash equivalents of $218,332 and had approximately $290,049 of short-term debt in default. The short-term debt agreements provide legal remedies for satisfaction of defaults, including increased interest rates, default fees and other financial penalties. As of the date of this Quarterly Report none of the lenders have pursued their legal remedies. Management’s plan is to raise additional funds in the form of debt or equity in order to continue to fund losses until such time as revenues are able to sustain the Company. To date, the main source of funding has been through the issuance of debt securities. There is no assurance that management will be successful in being able to continue to obtain additional funding or defend potential litigation by note holders.

 

Item 4 – Mine Safety Disclosures

 

Not applicable.

 

Item 5 – Other Information

 

Amended and Restated Articles of Incorporation

 

Pursuant to the May 21, 2021, majority consent of stockholders in lieu of an annual meeting, the Company amended and restated its Articles of Incorporation effective as of July 14, 2021. A copy of the amended and restated articles of incorporation were attached to the Form 8-K filed on July 28, 2021, as Exhibit 3.1.

 

Articles – Amended Designation of Series B Preferred Stock

 

Effective July 26, 2021, the board of directors approved amending the certificate of designation of the Company’s Series B Preferred Stock to increase the authorized shares of Series B Preferred Stock from 250,000 shares to 350,000. The amended certificate of designation was attached to the Form 8-K filed on July 28, 2021 as Exhibit 4.1.

 

Item 6 – Exhibits

 

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

 

3.1 Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to Form S-1, filed August 4, 2015)
   
3.2 Bylaws (Incorporated by reference to Exhibit 3.2 to Form S-1, filed August 4, 2015)
   
3.3 Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.3 to Form 8-K, filed January 10, 2017)
   
3.4 Amended and Restated Articles of Incorporation effective July 14, 2021 (Incorporated by reference to Exhibit 3.1 to Form 8-K, filed July 28, 2021)
   
4.1 Certificate of Designation of Series A Preferred Stock (Incorporated by reference to Exhibit 4.1 to Form 8-K filed on February 24, 2020)
   
4.2 Certificate of Designation of Series B Preferred Stock (Incorporated by reference to Exhibit 4.1 to Form 8-K filed on June 3, 2021)

 

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4.3 Amended Certificate of Designation of Series B Preferred Stock (Incorporated by reference to Exhibit 4.1 to Form 8-K filed on July 28, 2021)
   
4.4# Conversion of 18,964 shares of Series B Preferred Stock to 1,896,400 shares of common stock dated August 5, 2021.
   
4.5# Conversion of 42,658 shares of Series B Preferred Stock to 4,265,800 shares of Common Stock dated August 18, 2021.
   
4.6# $34,489 Note dated September 3, 2021.
   
4.7# $125,301.76 Note dated September 15, 2021.
   
4.8# $106,000 Note dated September 21, 2021.
   
4.9# $562,991.78 Note dated September 21, 2021.
   
4.10 6% Original Issued Discount Senior Secured Convertible Promissory Note, dated September 29, 2021, issued to Cavalry Fund I, L.P. (Incorporated by reference to Exhibit 4.1 to Form 8-K filed on October 5, 2021)
   
4.11# Conversion of $25,000 Convertible Debenture to 503,797 shares of common stock dated September 30, 2021.
   
4.12# Conversion of $25,000 Convertible Debenture to 503,797 shares of common stock dated September 30, 2021.
   
4.13# Conversion of $25,000 Convertible Debenture to 502,623 shares of common stock dated September 30, 2021.
   
10.1 Cavalry Fund I LP Securities Purchase Agreement dated September 29, 2021 $250,000 Working Capital Loan Agreement, Note, and Security Agreement dated June 29, 2018 (Incorporated by reference to Exhibit 10.1 to Form 8-K, filed October 5, 2021)
   
10.2 Promissory Note, dated September 13, 2021, by and between the Company and Ronald Smith (substituting Convertible Promissory Note, dated March 26, 2020, and Promissory Note, dated March 26, 2020, by and between the Company and Ronald Smith)
   
10.3 Secured Loan, dated April 9, 2021, by and between the Company and Ronald Smith.
   
10.4 Secured Term Loan Agreement, dated October 13, 2020, by and between the Company and Millennium Trust Co., LLC Custodian FBO Anthony Bombacie Jr. Traditional IRA.
   
10.5 Forbearance Agreement, dated March 31, 2021, by and between the Company and Corey Royer.
   
10.6 Convertible Promissory Note, dated August 3, 2020, by and between the Company and EMA Financial, LLC
   
10.7 Promissory Note, dated September 13, 2021, by and between the Company and Erick Thompson (substituting Term Loan Agreement, dated September 10, 2020, by and between the Company and Erick Thompson).
   
10.8 Settlement Agreement of Secured Promissory Note dated March 10, 2020, dated June 22, 2021, by and between the Company and Greg Burbelo.

 

29
 

 

   
10.9 Amendment to Promissory Note dated August 22, 2019, dated October 27, 2021, by and between the Company and Horberg Enterprises, L.P.
   
10.10 Secured Promissory Note, dated April 18, 2021, by and between the Company and Harvey M. Burnstein.
   
10.11 Promissory Note, dated September 3, 2021, by and between the Company and Tomahawk Road, LLC.
   
10.12 Promissory Note, dated September 17, 2021, by and between the Company and Christopher Zabel.
   
10.13 Secured Promissory Note, dated January 6, 2021, by and between the Company and Kylie Zabel.
   
10.14 2021 Long-Term Stock Incentive Plan.
   
10.15 Employment Agreement between the Company and Charles A. Ross, dated January 1, 2021.
   
10.16 Employment Agreement between the Company and Doug E. Grau, dated January 1, 2021.
   
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 Inline XBRL Instance Document**
101.SCH Inline XBRL Taxonomy Extension Schema**
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase**
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase**
101.LAB Inline XBRL Taxonomy Extension Labels Linkbase**
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase**
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

# Filed herewith.

 

† Indicates management contract or compensatory plan or arrangement.

 

** 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.

 

30
 

 

SIGNATURES

 

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

 

Dated: November 15, 2021  
   
AMERICAN REBEL HOLDINGS, INC.  
(Registrant)  
     
By: /s/ Charles A. Ross, Jr.  
By: Charles A. Ross, Jr., President, CEO, Principal Executive Officer,  
  Treasurer, CFO, Principal Financial Officer and Principal Accounting Officer  

 

31

 

 

Exhibit 4.4

 

 

 

 

 

Exhibit 4.5

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 4.6

 

 

 

 

 

Exhibit 4.7

 

LOAN AGREEMENT

 

 

  

THIS AGREEMENT made this 15th day of September 2021 by and among CHRISTOPHER ZABEL (“Lender”) and AMERICAN REBEL HOLDINGS, INC., a Nevada corporation (“Borrower”).

 

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. Borrower agrees to repay the principal sum of One Hundred and Twenty-Five Thousand Three Hundred One and 76/100 Dollars ($125,301.76) 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 warrants and represents that its CEO, 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 HOLDINGS, INC.

 

By:                Date:  
Charles A. Ross, Jr., CEO      

 

Address of Borrower: 718 Thompson Lane, Suite 108-199, Nashville, TN 37204

 

LENDER:

 

By:               Date:  
Christopher Zabel      

 

Address of Lender: 5555 NW 99th Terrace, Gainesville, FL 32653

 

 
 

 

Exhibit 1

 

PROMISSORY NOTE

 

$125,301.76 principal   Nashville, Tennessee    September 15, 2021

 

FOR VALUE RECEIVED, AMERICAN REBEL HOLDINGS, INC. a corporation, having an office at 718 Thompson Lane, Suite 108-199, Nashville, Tennessee 37204 (hereinafter “Maker” or “Borrower”), promises to pay to the order of CHRISTOPHER ZABEL, its heirs and assigns, having an residence at 5555 NW 99th Terrace, Gainesville, FL 32653 (hereinafter “Holder” or “Lender”) the principal sum of One Hundred and Twenty-Five Thousand Three Hundred One and 76/100 Dollars ($125,301.76) 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 18.0% per annum on the outstanding principal balance from September 15, 2021, through the Maturity Date pursuant to Section 2 below. Principal and Interest shall be paid to Holder in full on Maturity Date.

 

2. Maturity Date. All due and payable Interest and Outstanding Principal Balances shall be paid by Maker to Holder on or before December 15, 2021 (“Maturity Date”). Interest is calculated on a 365 day year.

 

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

time.

 

4. Stock Issuance. The Borrower shall issue the Holder 125,000 shares of restricted (Rule 144) common stock of American Rebel Holdings, Inc. which shall be issued in the name of Holder upon closing and funding of this Note.

 

5. 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.

 

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

 

  5.1.1 Failure of Maker to pay the sums provided for herein when due, which failure continues for a period of fifteen (15) business days after the due date of the amount involved; or

 

 
 

 

  5.1.2 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.

 

5.2 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.

 

5.3 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.

 

5.4 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.

 

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. Replacement of November 20, 2020 Note between Lender and Borrower in the amount of $109,200.00. This Note replaces the November 20, 2020 Note between Lender and Borrower ($109,200.00) and this Note satisfies all indebtedness and terms of the November 20, 2020 Note. Upon execution of this Note, the November 20, 2020 Notes is paid in full and all encumbrances, liens and commitments held by Lender are released.

 

8. 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.

 

9. 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.

 

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

 

11. 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.

 

 
 

 

12. 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.

 

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. 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.

 

 
 

 

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

 

14.1 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.

 

14.2 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.

 

14.3 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.

 

14.4 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.

 

14.5 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.

 

 
 

 

14.6 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.

 

14.7 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.

 

14.8 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.

 

14.9 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 HOLDINGS, INC.
   
   
  Charles A. Ross, Jr., as CEO

 

 
 

 

EXHIBIT A

Term Note dated November 20, 2020

 

 

 

 

 

Exhibit 4.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 4.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 4.11

 

 

 

 

 

Exhibit 4.12

 

 

 

 

 

 

 

 

 

Exhibit 4.13

 

 

 

 

 

 

 

 

 

Exhibit 10.9

 

 

 
 

  

 

 

 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 

 

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: November 15 , 2021

 

/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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Date: November 15 , 2021

 

/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 September 30, 2021, 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  

 

November 15 , 2021