ITEM 1. BUSINESS
DESCRIPTION OF BUSINESS
Corporate Summary
American Rebel Holdings, Inc. was incorporated on December 15, 2014 in the state of Nevada and is authorized to issue 100,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock of $0.001 par value.
American Rebel is boldly positioning itself as “America’s Patriotic Brand” in a time when national spirit and American values are being rekindled and redefined. American Rebel is an advocate for the 2nd Amendment and conveys a sense of responsibility to teach and preach good common practices of gun ownership. American Rebel products keep you concealed and safe inside and outside the home. American Rebel Safes protect your firearms and valuables from children, theft, fire and natural disasters inside the home; and American Rebel Concealed Carry Products provide quick and easy access to your firearm utilizing American Rebel’s Proprietary Protection Pocket in its backpacks and apparel outside the home. The initial company product releases embrace the “concealed carry lifestyle” with a focus on concealed carry products, apparel, personal security and defense. “There’s a growing need to know how to protect yourself, your family, your neighbors or even a room full of total strangers,” says American Rebel’s CEO, Andy Ross. “That need is in the forethought of every product we design”
The “concealed carry lifestyle” refers to a set of products and a set of ideas around the emotional decision to carry a gun everywhere you go. The American Rebel brand strategy is similar to the successful Harley-Davidson Motorcycle philosophy, referenced in this quote from Richard F. Teerlink, Harley’s chairman and former chief executive, “It’s not hardware; it is a lifestyle, an emotional attachment. That’s what we have to keep marketing to.” As an American icon, Harley has come to symbolize freedom, rugged individualism, excitement and a sense of “bad boy rebellion.” American Rebel - America’s Patriotic Brand has significant potential for branded products as a lifestyle brand. Its innovative Concealed Carry Product line and Safe line serve a large and growing market segment; but it is important to note we have product opportunities beyond Concealed Carry Products and Safes.
We were initially incorporated under the laws of the State of Nevada on December 15, 2014 under the name CubeScape, Inc. On or about June 8, 2016, a change in control occurred with us pursuant to the terms of a Securities Purchase Agreement by and among us, David Estus, our then sole officer, director and majority stockholder and American Rebel, Inc., a Nevada corporation (“ARI”). Pursuant to the terms of the agreement, Estus, who owned 9,000,000 shares of our common stock representing 60% of our issued and outstanding common stock, sold such shares to ARI for aggregate consideration of $35,000, or approximately $0.00389 per share. In addition, certain stockholders of ARI purchased 6,000,000 shares of our common stock in a series of private transactions from nonaffiliates. Effective December 23, 2016 we changed our name to American Rebel Holdings, Inc.
On June 19, 2017, we entered into an Amended Stock Purchase and Reorganization Agreement with ARI and its former stockholders, whereby we acquired 100% of the outstanding common shares of ARI in exchange for the issuance of 17,421,000 shares of our common stock and warrants to purchase 500,000 shares of common stock at $0.50 per share. In addition, we cancelled the 9,000,000 shares of our common stock issued to ARI as part of the change of control transaction described above. Following the acquisition, there were approximately 23,421,000 shares of our common stock issued and outstanding, with pre-acquisition stockholders holding 6,000,000 shares of our common stock (held by some former ARI stockholders who acquired these shares in private transactions) and former ARI stockholders holding 17,421,000 shares of our common stock directly or 74.4% of our issued and
outstanding equity.
After giving effect to this transaction, we commenced operations through ARI as our wholly-owned subsidiary.
American Rebel, Inc. was incorporated on December 15, 2014 in the state of Nevada and is a natural evolution of the vision of its founder and CEO Charles A. “Andy” Ross, Jr. Mr. Ross is a natural entrepreneur having successfully designed and delivered a new line of law enforcement/security products to market during his tenure as CEO of Digital Ally, a company he founded in 2004. Digital Ally successfully accessed the public market as a public company and Digital Ally continues to trade on the NASDAQ stock exchange. Andy also founded Ross Archery in 2006 and hosted an innovative television show called Maximum Archery that aired on the Outdoor Channel, Sportsman Channel, and the Pursuit Channel.
The roots of American Rebel trace back to a song written and recorded by Andy Ross in response to the ongoing gun rights debate. Andy was completing his second CD and the dialog on television and online was suggesting that severe restrictions were needed in the right to bear arms. Andy reached out to his collaborators and wrote the song “Cold Dead Hand.” “Cold Dead Hand” harkens back to the iconic Charlton Heston public appearance where Charlton holds a rifle high over his head and proclaims, “Out of my cold dead hand….” This phrase has been a rallying cry for gun rights supporters ever since; but never has it been incorporated into such an effective song. Andy renamed his second CD Cold Dead Hand and the song was released nationally to country music radio stations. The song received significant airplay and an accompanying video to the song received hundreds of thousands of views. In addition to the country music radio station airplay, many talk radio stations picked up the song and promoted it as a 2nd Amendment anthem. Andy continues to conduct interviews on music and talk radio stations about the song and the gun rights debate.
It was the song “Cold Dead Hand” that inspired Danny “the Count” Koker to reach out to Andy to create the 2nd Amendment Muscle Car for his highly-rated Counting Cars television program on the History Channel. The story behind the creation, building, and presentation of the car to Andy is captured in the episode Rocked and Loaded which originally aired February 25, 2014 and continues to re-air and has appeared as a part of “best of” compilations of the show’s episodes. The enduring popularity of the 2nd Amendment Muscle Car was evidenced by the excitement shown by 2017 NRA Convention attendees when they reviewed the car in the American Rebel booth. In fact, the car is so popular that the Company is planning several collectible die-cast models of the car.
“Cold Dead Hand” placed Andy Ross directly in the public and political debate over gun rights and the right to bear arms as codified in the 2nd Amendment to the US Constitution. As Andy participated in the debate, he realized there was a market opportunity to provide innovative and effective designs for everyday use items that assisted the desire of customers to be concealed and safe during their normal course of everyday duties. The beginnings of American Rebel were starting to take shape and because Andy Ross’s music plays such an important part in the American Rebel story, it is helpful to trace the beginnings of Andy Ross’s music career.
After the airing of the Counting Cars episode that featured the building and presenting of the 2nd Amendment Muscle Car to Andy and the accompanying exposure from “Cold Dead Hand,” Andy began to imagine a product that would be perfect for everyday use while keeping the user concealed and safe. Range bags, bags and packs that were designed to carry firearms and ammo to the range, were on the market; but they weren’t versatile enough to satisfy everyday needs. These range bags were just that, range bags. Andy imagined a backpack that had designed areas to carry a laptop or tablet, a phone, sunglasses, files and important papers, chargers for electronics, anything needed in the normal course of the day, and an isolated patent-pending Protection Pocket that could effectively carry most handguns. The patent-pending Protection Pocket utilizes a sandwich method which holds the handgun in place and is accessed by a zipper on either side of the rear bottom of the backpack. If a user of one of Andy’s backpacks needed to get to their firearm, they could rest easy knowing the gun was in place and they could access it easily and quickly.
During the same time period Andy was beginning the design of the concealed carry backpack, Andy was writing a new opener song for his television show. He wanted the television show to expand beyond a show exclusively about archery, to be a show that could feature tactical shooting and personal safety information as well as continue to cover his passion for hunting. He wanted the show to include hunts with firearms in addition to hunts with his bow. Andy wrote and recorded “American Rebel” to be the new opener for his new show and the response to the new song and the new show was extremely positive. As the new show aired and Andy performed “American Rebel” during his musical appearances, a trusted business consultant suggested to Andy that his new company should be called American Rebel. Andy agreed that American Rebel captured the spirit of what his new company was about.
With the features and benefits of the American Rebel backpack identified, Andy set out to create the specific design of the American Rebel Concealed Carry Backpack. A supplier was selected and samples were created and evaluated. These samples were tested, changes were proposed and new samples created and tested. Response to the Extra-Large Double Compartment Backpack was very positive and the information gathered was incorporated into the final designs of the American Rebel Concealed Carry Backpacks. The patent-pending Protection Pocket utilizes a sandwich method which holds the handgun in place and is accessed by a zipper on either side of the rear bottom of the backpack. If a user of one of Andy’s backpacks needed to get to their firearm, they could rest easy knowing the gun was in place and they could access it easily and quickly.
The firearms and gun ownership market within the U.S.A continues to grow with no sign of decline. Since 2010, the market for new gun purchases has increased by 60%, and at the end of 2016, it has been estimated that there will be over 400 million guns in the US. Some experts anticipated that the election of Donald Trump would initiate a downturn in gun sales, yet November 25, 2016 set the single day record for the number of background checks conducted by the National Instant Criminal Background Check System (NICS). It is estimated that 27 million guns were sold in 2016, approximately 4 million more than 2015, and twice as many guns as sold in 2009.
Interest in gun ownership and tactical/concealed carry clothing, backpacks and accessories is exploding. A current market leader in the tactical products category has grown its revenue from $80 million in 2007 to $200 million in 2011 to $400 million in 2015. This is a strong heartbeat for gun rights, gun ownership, tactical/concealed-carry products and enhances our opportunity to build the American Rebel brand.
The initial product offering introduced at the 2017 NRA show in Atlanta, GA includes four sizes and styles of concealed carry backpacks with a variety of available colors (25 SKUs), which include the Company’s patent-pending Protection Pocket and two styles of men’s overcoats. Products additionally released through 2018 and 2019 have included additional concealed carry jackets for men and women.
The addition of Nathan Findley to the American Rebel team presented an opportunity for American Rebel to launch American Rebel Safes in 2019. Nathan’s many years of experience with Liberty Safe and 9g Products are key assets for American Rebel to engineer, design, and manufacture its own line of gun safes and security products. American Rebel has the right products, marketing, and brand to capitalize on the unmet needs and opportunities identified by its CEO Andy Ross and the American Rebel Executive Team.
The Company will also pursue strategic alliances with other companies for goods and services that supplement or complement the internally developed products. These products may be in the personal protection category, or may be everyday products that embody the reliable, competent and confident spirit of the American Rebel brand.
To maintain quality, low cost of goods, and continuity of inventory American Rebel is pursuing strategic manufacturing alliances across the globe. Apparel labor costs in Mexico are almost equal to China, and offer quick response with lower transportation costs for smaller production runs. Additionally the impact of tariffs has transformed sourcing of goods and American Rebel seeks to be on the forefront of a reinvigorated United States manufacturing sector.
An early stage company such as American Rebel faces many risks that can impede its execution of its business plan. These risks include:
Undercapitalization: The Company is currently undercapitalized and intends to pursue the additional capital required to execute its business plan. Economic conditions beyond the Company’s control can change investor interest, and competitive entries could impact the probability of success.
Legislative and Government Intervention: The current legislative trends are favorable to the 2ndAmendment and personal protection, but a political movement, public opinion, or an unforeseen event could change the legislative’s stance, and restrict concealed-carry goods, negatively impacting sales. In addition, changes to international trade agreements and government imposed tariffs could impact prices, margins, and continuity of supply.
Personal Protection: The Company’s intended focus on the broader personal protection market could insulate the Company to some degree, or not. In addition, any trade agreements changes would impact most all competitors equally.
Key Man: Andy Ross has an established public personality and is currently instrumental to the Company. American Rebel intends to establish additional “faces” of the Company that will complement Andy Ross’s contributions.
Security: As an Internet-based retailer the Company will be subject to the risks all online retailers face. The Company employs third-party services for credit card transactions, and as operations continue the Company will continually harden its online assets and deploy additional layers of protection for its customers, its assets, and its continued operations.
Product Acceptance: Fashion trends, competitive entries, and pricing can negatively impact the brand with little to no warning and with few immediate cures. Focus groups, one-on-one interviews, and test marketing suggest that the product is attractive and sellable, the brand is adaptable, and it represents a brand ego that generates self-confidence in its patrons.
ERM: The current staffing and board participation is minimal, as such, until funding is complete there is no formal Enterprise Risk Management process in place.
Additional expertise and processes will be added as funding occurs and key outside board additions have been identified to add competence in governance, compliance, and audit.
American Rebel Safes
American Rebel Safes are a product of Nathan Findley’s years of experience engineering and designing gun safes at Liberty Safe and 9g Products combined with American Rebel style and innovation. Keeping your guns in a location only appropriate trusted members of the household can access should be one of the top priorities for every responsible gun owner. Whenever a new firearm is purchased, the owner should also look for a way to store and secure it. Storing the firearm in a gun safe will prevent it from being misused by young household members, and it will also prevent it from being stolen in a burglary or damaged in a fire or natural disaster. Gun safes may seem pricy at first glance, but once the consumer is educated on their role to protect expensive firearms and other valuables such as jewelry and important documents, the price is justified.
American Rebel produces large floor safes in a variety of sizes as well as small portable keyed safes. Additional opportunities exist for the Company to develop Wall Safes and Handgun Boxes.
Reasons gun owners should own a gun safe:
If you are a gun owner and you have children, many states have a law in place that you have to have your gun locked in a safe away from children. This will prevent your children from getting the gun and hurting themselves or someone else.
Some states have a law in place that you have to keep your gun locked away when it is not in use even if you don’t have children in your home. California has a law that you have to have your gun locked away by a firearms safety device that is considered safe by the California Department of Justice (DOJ). When you buy a safe, you should see if it has approval from the California DOJ.
Many gun owners own more guns than insurance will cover. Many insurance companies only cover $3,000 worth of guns. Are your weapons worth more? If so, you should invest in a gun safe to make sure your guns are protected from fire, water, and thieves.
Many insurance companies will give you a discount if you own a gun safe. If you own a gun safe or you purchase one, you should see if your insurance company is one that offers a discount for this. A safe can protect your guns and possibly save you money.
Do people know you own guns? You might not know that many burglaries are carried out by people they know.
If a person you know breaks into your home, steals your gun, and murders someone you could be charged with a crime you didn’t commit or the victim’s family could sue you.
Gun safes can protect your guns in the event your home goes up in flames. When buying a safe, you should see if it will protect your firearm or any other valuables from fire damage.
You might be the type of person that has a gun in your home for protection. A gun locked in a safe can still offer you protection. There are quick access gun safes on the market. With a quick access gun safe, you can still retrieve your gun in a few seconds but when it isn’t needed it will be protected.
A gun safe is the best investment a gun owner can make because the safe can protect guns from thieves, fire, water, or accidents. This year, bills or ballot measures to require safe storage have been proposed in Delaware, Washington, Oregon, Missouri and Virginia; and various laws are on the books in California and Massachusetts. Even a figure as staunchly pro-gun as Texas’s Republican lieutenant governor, Dan Patrick, called on gun-owning parents to lock up their weapons after the Santa Fe shooting. The gun safe industry is experiencing rapid growth and innovation. American Rebel CEO Andy Ross, Nathan Findley and the rest of the American Rebel team are committed to fulfilling the opportunity in the gun safe market and filling the identified void with American Rebel Gun Safes.
Licensing
Management believes the American Rebel brand name may have significant licensing value to third parties that seek the American Rebel name to brand their products to market to the American Rebel target demographic. For example, a tool manufacturer that markets a line of tools under their own brand but wants to pursue an alternative marketing plan that might have a different look and feel could license the American Rebel brand name for their line of tools and market their tools under two distinct brands. The licensee would benefit from the strong American Rebel brand with their second line of tools as they would continue to sell both the line of tools under their brand and the line of tools under the American Rebel brand. Because of the strong brand identity of the American Rebel brand, the Company would generate licensing income created primarily by the marketing done to sell Company-owned American Rebel products in the marketplace.
American Rebel and the National Rifle Association (NRA) have entered into an agreement for American Rebel to design and create NRA branded products. Management anticipates these NRA branded products to be available for purchase in the second half of 2020.
Conversely, American Rebel can also benefit as a licensee of unique products. If American Rebel determines a third party has designed, engineered, and manufactured a product that would be a strong addition to the American Rebel catalog of products, American Rebel can license that product from the third party and sell the licensed product under the American Rebel brand.
The key to successful licensing either as the licensee or licensor is a successful brand. By introducing American Rebel to the market with innovative concealed carry and gun safe products and by aggressively marketing the American Rebel brand, the Company has laid a solid foundation for future licensing income.
The Company maintains its warehouse and shipping operations at 9641 Lackman Road, Lenexa, KS, 66219; but utilizes 718 Thompson Lane, Suite 108-199, Nashville, TN, 37204 as its primary address. The lease agreement at 9641 Lackman Road, Lenexa, KS, is in the name of American Rebel Holdings, Inc. The wholly-owned subsidiary American Rebel, Inc. maintains 718 Thompson Lane, Suite 108-199, Nashville, TN address. Our website address is www.americanrebel.com. The information on our website is not part of this Current Report, Form 10-K.
Description of Business
Company Overview
American Rebel is boldly positioning itself as America’s Patriotic Brand. The Company has identified the market opportunity to design, manufacture, and market innovative concealed carry products. American Rebel accesses its market uniquely through its positioning as America’s Patriotic Brand and the appeal of its products as well as through the profile and public persona of its founder and CEO Andy Ross. Andy has hosted his own television show for 12 years, has made multiple appearances over the years at trade shows, and is well-known in the archery world as the founder of Ross Archery, which was the world’s fastest growing bow company in 2007 and 2008. Andy has also released 3 CDs, done numerous radio and print interviews, and performed many concerts in front of thousands of people. Andy has the ability to present American Rebel to large numbers of potential customers through the appeal of his music and other supporting appearances. For example, his appearance on the History Channel hit show Counting Cars in February 2014 has been viewed by over 2 million people. Bringing innovative products that satisfy an existing demand to the market through exciting means is the American Rebel blueprint for success.
Market Overview
The Concealed Carry product market is estimated at over $1 billion in annual sales; but American Rebel’s market not only includes current consumers of concealed carry products but also includes anyone that has ever considered concealing and carrying a weapon. To many the Company’s products solve the problem of how to safely and responsibly carry a weapon. If they had our backpack, jacket or coat, they would then conceal and carry a gun.
The US firearms and gun ownership market continues to grow with no sign of abatement. Since 2010, the market for new gun purchases has increased by 60%, and by the end of 2016, there will be over 400 million guns in the US. Seventeen days after the election of Donald Trump, November 25, 2016 set the single-day record for the number of electronic background checks conducted by the NICS. The NICS processed 2,771,159 background checks in December, bringing 2016’s total to 27,538,673, according to FBI data. That dwarfs the firearms check record of 23,141,970 set in 2015
Interest in gun ownership and tactical/concealed carry clothing, backpacks and accessories is exploding. A current market leader in the tactical products category has grown its revenue from $80 million in 2007 to $200 million in 2011 to $400 million in 2015. This all sends a strong signal for gun rights, gun ownership, tactical/concealed carry products, and our American Rebel brand.
The obvious customer base for American Rebel Concealed Carry products would be any customer that conceals a handgun and any concealed carry permit holders; but we believe the market is much larger than that. Interviews of potential customers have revealed that our customer base would include any person who has thought they might one day want to conceal and carry a firearm and the availability of the American Rebel product will initiate their taking action on their desire to conceal and carry a firearm. These potential customers aren’t comfortable carrying a firearm holstered on their hip and they haven’t been introduced to a product that conceals the firearm properly, allows easy access to the firearm, and also provides everyday value for their daily routine.
The Rise of The 'Concealed-Carry Lifestyle'
The "concealed-carry lifestyle" refers to a set of products and a set of ideas around the decision to carry a gun everywhere you go.
The concealed-carry movement is central to the gun-rights platform of organizations like the National Rifle Association. "The idea that you should be allowed, legally and constitutionally, to carry a gun almost anywhere ... is actually sort of the heart of what the gun rights movement believes is the future."
Over the last 30 years, a deep change has happened in American law and in American habit where state by state, places that once prohibited or strictly controlled the ability to carry a gun in everyday life have systematically relaxed those rules to the point that concealed carry is now legal in all 50 states.
General Backpack Industry Trends
The backpack is back. Sales of backpacks grew 9% in the past 12 months to $1.6 billion, according to data collected for Yahoo Finance by the consumer tracking service NPD Group. Sales of backpacks for use by adults (ages 18 and up) grew even more - 16% - and it was adult purchases that accounted for 69% of the overall market. In other words: the adult backpack is very hot right now.
The category is so popular that in 2014, backpack sales growth (up 18% that year among adult men and adult women) kept the $12 billion US bag market steady in a year when women’s handbags, the largest category, declined. In the face of the purse drop, backpacks gained popularity among women that year, and are still gaining.
This kind of market upswing creates new room for small, scrappy entrants. And indeed, smaller backpack players are carving out strong corners of an industry in which one giant, VF Corporation (VFC), enjoys more than 50% market share thanks to owning Timberland, The North Face, and Eastpak.
Fashion and function must come together to appeal to today’s always on-the-go consumer,” said Marshal Cohen, chief industry analyst, The NPD Group, Inc. “Male or female, consumers are carrying a lot of things around with them, and want a bag that looks good while also meeting their multifunctional needs.”
Bags worn by men accounted for $2.3 billion in sales in 2014, nearly one quarter of total industry results. Last year’s double-digit unit and dollar sales increases clearly make the men’s segment the one to watch in 2015. Men are purchasing more bags than ever before, and wearing bags of all types.
“The bag industry has an opportunity to continue to capture and keep the attention of male and female consumers alike by emphasizing designs that accommodate their lifestyles in both form and function,” added Cohen.
Our Advantages
The American Rebel Concealed Carry patent-pending Protection Pocket is an innovative advantage over the competition. The patent-pending Protection Pocket utilizes a sandwich concept to hold the firearm in place and positioned properly for quick and effective access. American Rebel Concealed Carry products are designed for everyday use while keeping you concealed and safe. American Rebel Concealed Carry products enable easy access to your firearm while remaining discreet.
The key selling feature is innovation, style, and brand. Currently, innovation is the key selling feature as American Rebel enjoys a first-to-market status with its current assortment of Concealed Carry Backpacks.
Product innovations and first-to-market status currently insulate the Company from competitor’s influence. Changes in competition may influence pricing policies in the future.
American Rebel has applied for patent protection on several items of its products, including the patent-pending Protection Pocket.
Market Opportunity
The Company believes it has identified an unmet need - Customers aren’t comfortable carrying a firearm holstered on their hip and they haven’t been introduced to a product that conceals the firearm properly, allows easy access to the firearm, and provides everyday value and utility for their daily routine. In addition, many potential customers would be interested in carrying a concealed firearm if they knew about a product that conceals the firearm properly, allows easy access to the firearm, and was their primary backpack for everyday use. These potential customers need to know the availability of our product and the steps they need to take to protect themselves, their family, their neighbors, or even a room full of total strangers.
The American Rebel Concealed Carry product line’s key selling feature is innovation, style, and brand. Its patent-pending Protection Pocket is an innovative advantage over the competition. American Rebel enjoys a first-to-market status with its current assortment of Concealed Carry Backpacks designed for everyday use. Product innovations and first-to-market status currently insulate the Company from competitors’ influence. The Company believes contact with its customers through its direct sales initiatives, its social media, and its profile at consumer trade shows will increase the relevancy of American Rebel products in the lives of its customers. Contact with its customers will also provide an excellent source of information for product performance and improvement and innovation.
Market Strategy
The American Rebel brand strategy includes multiple pathways to success, all of which focus back to the Company’s core mission of providing innovative products and promoting responsible gun ownership while celebrating “The American Rebel Spirit” in all of us.
Superior designs, proprietary technology, and a unique marketing approach put American Rebel in a position to dominate the rapidly growing tactical/concealed carry market. American Rebel strongly supports the 2nd Amendment, and conveys a sense of responsibility to teach and preach good common practices of gun ownership. American Rebel products are designed to keep people safe, keep them aware, and give them the tools to defend and protect. “There’s a growing need to know how to protect yourself, your family, your neighbors or even a room full of total strangers,” says American Rebel’s CEO Andy Ross. “That need is in the forethought of every product we design.”
American Rebel directly benefits from the awareness and persona that founder Andy Ross has cultivated his entire life. His outdoorsman and adventurer status will serve the brand well as it addresses the customer through television, radio, and data-driven digital marketing initiatives. In addition, Andy has assembled a brand development team to guide the Company in its infancy. The team members are all tenured in their respective fields, and in total bring hundreds of years of experience to the brand and the Company.
American Rebel Concealed Carry products were designed due to the popularity of Andy Ross’s song “Cold Dead Hand” and Andy’s music continues to be an important part of American Rebel’s marketing and its connection with its customers. American Rebel utilizes social media to put its products in front of its customers and Andy’s music and television persona provide organic content to keep our social media “fans” and “followers” engaged.
American Rebel has applied for patent protection on several items of its products, including the patent-pending Protection Pocket. Product innovations and first-to-market status currently insulate the Company from competitor’s influence. Potential customers aren’t comfortable carrying a firearm holstered on their hip and they haven’t been introduced to a product that conceals the firearm properly, allows easy access to the firearm, and also provides everyday value for their daily routine.
Product and Technology
The American Rebel patent-pending Protection Pocket utilizes a sandwich concept to hold the firearm in place and positioned properly for quick and effective access. American Rebel Concealed Carry products are designed for everyday use while keeping you concealed and safe. In addition to the patent-pending Protection Pocket, American Rebel Concealed Carry Backpacks employ the finest materials available - Ripstop water-resistance fabric, YKK zippers and branded pull tabs, UTX branded clips. Practical design provides properly sized pockets for laptops and tablets, felt-lined pocket for sunglasses, compartments for cell phones, chargers, water bottles, and other daily needed accessories. American Rebel Concealed Carry Backpacks also contain a protected area for extra magazines and ammunition.
Future Markets
American Rebel Concealed Carry Backpacks are designed for everyday use and the popularity of backpacks today make the American Rebel Concealed Carry Backpack an easy choice for most prospective customers interested in a backpack for everyday use that offers added features and benefits to keep them concealed and safe. For prospective customers interested in a traditional briefcase or computer bag, American Rebel will soon have a solution. The American Rebel Constitution line of products will include jackets, backpacks, briefcases and carry bags that provide concealed carry capabilities targeting business professionals and entrepreneurs in both a business and business casual setting. The Constitution line will feature traditional business stylings in appearance while providing the innovative American Rebel features and benefits that keep the user concealed and safe.
Intellectual Property
American Rebel has applied for patent protection for many of its proprietary features, including its patent-pending Protection Pocket and SmartPhone app. Company CEO Andy Ross has experience with intellectual property and values the protection and value IP can provide a company. We have and generally plan to continue to enter into non-disclosure, confidentially and intellectual property assignment agreements with all new employees as a condition of employment. In addition, we intend to also generally enter into confidentiality and non-disclosure agreements with consultants, manufacturers’ representatives, distributors, suppliers and others to attempt to limit access to, use and disclosure of our proprietary information. There can be no assurance, however, that these agreements will provide meaningful protection or adequate remedies for our trade secrets in the event of unauthorized use or disclosure of such information.
We also may from time to time rely on other intellectual property developed or acquired, including patents, technical innovations, laws of unfair competition and various other licensing agreements to provide our future growth and to build our competitive position. However, we can give no assurance that competitors will not infringe on our patent or other rights or otherwise create similar or non-infringing competing products that are technically patentable in their own right.
Research and Development
Our research and development programs are generally pursued by engineers and scientists employed by us or hired as consultants or through partnerships with industry leaders in manufacturing and design and researchers and academia. We are also working with subcontractors in developing specific components of our technologies. The primary objective of our research and development program is to advance the development of our existing and proposed products, to enhance the commercial value of such products.
Government Regulation
General
The right to bear arms is stated as the Second Amendment to the US Constitution and the trend of current laws and regulations is to reduce the burden on citizens desiring to bear arms. In spite of years of journalistic and public attention and debate, the United States has instituted few substantive changes in firearms policy over the past century. Opponents to increased gun control diluted a brief push by the Roosevelt administration in the 1930s and resulted in two minimalist federal statutes. A second effort to limit citizen’s access to firearms in the wake of the assassinations of John and Robert Kennedy and Martin Luther King produced the Gun Control Act of 1968, which largely remains the primary federal law. This modest control effort was subsequently diluted by the Firearms Owners Protection Act of 1986. The Clinton administration passed the Brady Act, requiring background checks on purchases from licensed firearms dealers, and a law directed at “assault weapons,” which sunset after ten years. For the past two decades, policy activity has shifted to the state legislatures and the courts, where concealed carry laws have granted more access to firearms and the Second Amendment has been recognized as an individual and fundamental right. Entrenched opposition to gun control in Congress and state legislatures, well-organized institutional opposition, and constitutional constraints have limited the risk of increased gun restrictions for the foreseeable future. It is important to note, though, that public sentiment is subject to change and voters could demand greater restrictions on access to firearms and influence Congress and state legislatures to enact tougher gun access legislation; but that is not the current mood or trend.
In addition to the above, the only regulations we encounter are the regulations that are common to all businesses, such as employment legislation, implied warranty laws, and environmental, health and safety standards, to the extent applicable. We could also encounter in the future industry-specific government regulations that would govern our products. It is highly unlikely but there is a remote chance that it may become the case that regulatory approvals will be required for the design and manufacture of our products and proposed products.
Foreign Regulation and Markets
The right to bear arms as stated in the Second Amendment to the US Constitution is uniquely American and American Rebel is uniquely “American,” especially considering the benefit of the concealed carry characteristics of our products. That being said, the Company has been approached by an exporter who believes because American Rebel products are uniquely “American” that they may have a receptive audience in Asia. The Company is not anticipating any revenue from foreign markets but will explore any proposals to partner with any companies specializing in foreign markets. If any substantive opportunities develop, American Rebel will address any foreign regulations that require the Company’s adherence.
Quality Management System
As the Company grows, we may also need to establish a suitable and effective quality management system, which establishes controlled processes for our product design, manufacturing, and distribution. We have a consultant with access to our current manufacturing facilities and the Company currently enjoys an excellent relationship with our manufacturing sources. Our products are not limited to a single source and the Company has access to a vast network of potential manufacturers.
Employees
The Company currently utilizes consultants and individual contractors to advance its business objectives and intends to hire full-time employees to oversee day-to-day operations of the Company and with the consultants, support management, engineering, manufacturing, and administration. The Company has no unionized employees.
Based on funding ability, the Company currently plans to hire 5 to 10 additional full-time employees within the next 12 months, whose principal responsibilities will be the support of our sales, marketing, research and development, and operational activities.
We consider relations with our consultants and contractors to be satisfactory.
Legal Matters
From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business.
We are not currently a party in any legal proceeding or governmental regulatory proceeding nor are we currently aware of any pending or potential legal proceeding or governmental regulatory proceeding proposed to be initiated against us that would have a material adverse effect on us or our business.
Description of Property
The Company maintains its warehouse and shipping operations at 9641 Lackman Road, Lenexa, KS 66219; but utilizes 718 Thompson Lane, Suite 108-199, Nashville, TN 37204 as its primary address. The lease agreement at 9641 Lackman Road, Lenexa, KS, is in the name of American Rebel Holdings, Inc. The wholly owned subsidiary American Rebel, Inc. maintains 718 Thompson Lane, Suite 108-199, Nashville, TN address. The Company believes these facilities are adequate for our needs, including providing the space and infrastructure to accommodate our development work based on our current operating plan.
Board of Directors
Currently our Board of Directors consists of three people, Mr. Charles A. Ross, Jr., our CEO; Doug Grau, our President; and Corey Lambrecht, an outside director Mr. Ross has not received any compensation for being on our board separate from his compensation as our CEO. Mr. Ross, Mr. Grau and Mr. Lambrecht may be compensated for their time and efforts as board members; however, no specific board compensation agreements arein place at this time.
Advisory Board Members
The Advisory Board of the Company currently has no members. Each of our advisory board members, will have exceptional background in the industry and most likely become a highly valued member of the Company’s team. No compensation has been determined for advisory board members.
Recent Pronouncements
The Company evaluated recent accounting pronouncements through December 31, 2019 and believes that none have a material effect on the Company’s financial statements except for the following.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The objective of ASU 2016-02 is to recognize lease assets and lease liabilities by lessees for those leases classified as operating leases under previous U.S. GAAP. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption of ASU 2016-02 is permitted. The Company is evaluating the effects adoption of this guidance will have on its consolidated financial statements.
In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260)-Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. The amendments in Part I of the ASU change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments in Part II recharacterize the indefinite deferral of certain provisions of Topic 480 with a scope exception and do not have an accounting effect. The ASU is effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods. The Company is evaluating the effects adoption of this guidance will have on its consolidated financial statements.
In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815)-Targeted Improvements to Accounting for Hedging Activities. The new guidance is intended to more closely align hedge accounting with entities’ hedging strategies, simplify the application of hedge accounting, and increase the transparency of hedging programs. The ASU is effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods. The Company is evaluating the effects adoption of this guidance will have on its consolidated financial statements.
ITEM 1A.
ITEM 1A. Risk Factors
The following risk factors should be considered in connection with an evaluation of our business:
In addition to other information in this Report, the following risk factors should be carefully considered in evaluating our business because such factors may have a significant impact on our business, operating results, liquidity and financial condition. As a result of the risk factors set forth below, actual results could differ materially from those projected in any forward-looking statements. Additional risks and uncertainties not presently known to us, or that we currently consider to be immaterial, may also impact our business, result of operations, liquidity and financial condition. If any such risks occur, our business, operating results, liquidity and financial condition could be materially affected in an adverse manner. Under such circumstances, if and when a trading market for our securities is established, the trading price of our securities could decline, and you may lose all or part of your investment.
OUR SECURITIES INVOLVE A HIGH DEGREE OF RISK AND, THEREFORE, SHOULD BE CONSIDERED EXTREMELY SPECULATIVE. THEY SHOULD NOT BE PURCHASED BY PERSONS WHO CANNOT AFFORD THE POSSIBILITY OF THE LOSS OF THE ENTIRE INVESTMENT. PROSPECTIVE INVESTORS SHOULD READ ALL INVESTMENT MATERIALS, INCLUDING ALL EXHIBITS, AND CAREFULLY CONSIDER, AMONG OTHER FACTORS THE FOLLOWING RISK FACTORS.
Risks Related to the Business
1. American Rebel has limited financial resources. Our independent registered auditors’ report includes an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.
American Rebel is an early stage company and virtually no financial resources are currently available to it. Our independent registered auditors included an explanatory paragraph in their opinion on our financial statements as of and for the period ended December 31, 2019 that states that Company losses from operations raise substantial doubt about its ability to continue as a going concern. We will be required to seek additional financing. Financing sought may be in the form of equity or debt from sources yet to be identified. We will seek additional financing to further pursue and execute on our business steps. No assurances can be given that we will generate sufficient revenue or obtain the necessary financing to continue as a going concern.
Our current resources and source of working capital funds primarily consists of loans from related parties who are shareholders or business associates of our President and CEO. These sources we believe to be sufficient to keep our business operations functioning for the next six months to a year. We do not have a formal agreement with our founder and CEO, nor with the related parties to fund the Company’s working capital needs. We have not generated significant revenues from our business, and our expenses will continue to be accrued or deferred until sufficient financing is obtained. Financing may be obtained from our CEO or others who are familiar with us and our CEO and loan us the necessary funds to pay for these expenses. We have received interest-free short-term loans and deferred the payment of services for third-party vendors to fund our operations. No assurances can be given that we will be able to continue to receive funds from these sources or continue our operations beyond a month-to-month basis.
2. American Rebel is and will continue to be completely dependent on the services of our president, and CEO, Charles A. Ross, Jr., the loss of whose services may cause our business operations to cease, and we will need to engage and retain qualified employees and consultants to further implement our strategy.
Our operations and business strategy are completely dependent upon the knowledge and business connections of Mr. Ross, our CEO. He is under no contractual obligation to remain employed by us. If he should choose to leave us for any reason, or if he becomes ill and is unable to work for an extended period of time before we have hired additional personnel, our operations will likely fail. Even if we are able to find personnel, it is uncertain whether we could find someone who could develop and execute our business along the lines described in this report. We will fail without the services of Mr. Ross or an appropriate replacement(s).
We intend to acquire key-man life insurance on the life of Mr. Ross naming the Company as the beneficiary when and if we obtain the necessary resources to do so and he is insurable. We have not yet procured such insurance, and there is no guarantee that we will be able to obtain such key-man life insurance in the future. Accordingly, it is important that we are able to attract, motivate and retain highly qualified and talented personnel or independent contractors to further our business efforts.
3. Because we have recently commenced business operations, we face a high risk of business failure.
We were formed on December 15, 2014. Most of our efforts to date have been related to executing our business plan and commencing business operations. Through December 31, 2019 we have had limited revenues. We face a high risk of business failure. The likelihood of success must be considered in light of its expenses, complications and delays frequently encountered in connection with the establishment and expansion of new business and the competitive environment in which the Company will operate. There can be no assurance that future revenues from sales of our intended products or services will occur or be significant enough or that we will be able to sell at a profit, if at all. Future revenues or profits, if any, will depend on many factors, including, but not limited to, initial (and continued) market acceptance of our products or services and the successful implementation of the planned strategy.
The Company is working to establish that its products are materially saleable in the marketplace. We may not be able to fully develop any product or service in the future because of a lack of funds or financing to do so. In order for us to fully develop or acquire any product or service, we must be able to secure the necessary financing. The cost to develop our products or services as currently outlined may very well be significant. We have no committed source of funds to undertake the business strategy as outlined. If we are unable to obtain adequate funding or financing, the Company faces the likelihood of business failure. There are no assurances that we will be able to raise any funds or establish any financing for our growth.
The Company’s future profitability, if any, could be materially and adversely impacted if our products or services were to experience poor operating results. Our ability to achieve profitability will be dependent on the ability of our future products or services to generate sufficient operating cash flow to fund future growth or acquisitions. There can be no assurance that our future results of operations will be profitable or that our strategy will be successful or even begin to generate any revenues.
4. We may not have or ever have the resources or ability to implement and manage our growth strategy.
Although the Company expects to experience growth based on the ability to implement and execute its business strategy, significant operations may never occur because the business plan may never be fully implemented because of the lack of funds in order to do so. If the Company’s growth strategy is implemented, of which no assurances can be provided, a significant strain on management, operating systems or financial resources may be imposed. Failure by the Company’s management to manage this expected growth, if it occurs, or unexpected difficulties are encountered during this growth, could have a material adverse impact on the Company’s results of operations or financial condition.
The Company’s ability to operate profitable revenue generating products or service lines (if we are able to establish any product or service lines at all) will depend upon a number of factors, including (i) identifying appropriate and satisfactory sales channels; (ii) generating sufficient funds from our then-existing operations or obtaining third-party financing or additional capital to develop new product or service lines; (iii) the Company’s management team and our financial and accounting controls; and (iv) staffing, training and retention of skilled personnel, if any at all. These factors most likely will be beyond the Company’s control and may be adversely affected by the economy or actions taken by competing businesses. Moreover, potential products or services that may meet the Company’s focus and other criteria for developing new products or services, if we are able to develop or acquire at all, are believed to be severely limited. There can be no assurance that the Company will be able to execute and manage a growth strategy effectively or at all.
5. We may not be successful in hiring personnel because of the competitive market for qualified people.
The Company's future success depends largely on its ability to attract, hire, train and retain highly qualified personnel to provide the Company's services. Competition for such personnel may be intense. There can be no assurance that the Company will be successful in attracting and retaining the specific personnel it requires to conduct and expand its operations successfully or to differentiate itself from its competitors. The Company's results of operations and growth prospects could be materially adversely affected if the Company was unable to attract, hire, train and retain such qualified personnel.
6. Our reliance on referrals from outside contacts to develop business may not be effective.
The Company initially will rely on our CEO, Mr. Ross, for a majority of its business leads. We currently have no contracts or agreements in place with any outside sales representatives or business professionals (industry consultants). No assurances can be given that using independent outside sales reps will result in any meaningful numbers of sales leads or referrals.
7. Fluctuations in our financial results make quarterly comparisons and financial forecasting difficult.
The Company's future or projected quarterly operating results may vary and reduced levels of earnings or continued losses may be experienced in one or more quarters. Fluctuations in the Company's quarterly operating results could result from a variety of factors, including changes in the levels of revenues, the size and timing of orders, changes in the mix of future products, the timing of new offerings by the Company or its competitors, new office openings by the Company, changes in pricing policies by the Company or its competitors, market acceptance of new and enhanced products or services offered by the Company or its competitors, changes in operating expenses, availability of qualified personnel, disruption in sources of related product and services, the effect of potential acquisitions and industry and general economic factors. The Company will have limited or no control over many of these factors. The Company's expenses we believe will be based upon, in part, on its expectation as to future or projected revenues. If revenue levels are below expectations, operating results are likely to be adversely affected.
Because of these fluctuations and uncertainties, our future operating results may fail to meet the expectations of investors. If this happens, any trading price of our common stock could be materially adversely affected.
8. There are significant potential conflicts of interest.
Our personnel will be required to commit substantial time to our affairs and, accordingly, these individual(s) (particularly our CEO) may have a conflict of interest in allocating management time among business activities. In the course of other business activities, certain key personnel (particularly our CEO) may become aware of business opportunities which may be appropriate for presentation to us, as well as other businesses with which they are affiliated. As such, there may be conflicts of interest in determining to which entity a particular business opportunity should be presented to. We cannot provide any assurance that our efforts to eliminate the potential impact of conflicts of interest will be effective.
9. We will need to establish additional relationships with developers and consultants to fully develop and market our company and its intended products or services.
We do not possess all of the resources necessary to develop our products or services on a mass scale. We will need to develop a network of agents and manufacturers that will be able to carry out our intended market penetration, as well as enhance marketing or sales force strategy through appropriate arrangements with local developers and consultants to develop our products and services. If we are not able to enlist the services of third-party vendors or seek out consultants, our business will suffer.
10. We are subject to the periodic reporting requirements of Section 15(d) of the Exchange Act that require us to incur audit fees and legal fees in connection with the preparation of such reports. These additional costs could reduce or eliminate our ability to earn a profit.
We are required to file periodic reports with the SEC pursuant to the Exchange Act and the rules and regulations promulgated thereunder. In order to comply with these requirements, our independent registered public accounting firm will have to review our financial statements on a quarterly basis and audit our financial statements on an annual basis. Moreover, our legal counsel will have to review and assist in the preparation of such reports. The costs charged by these professionals for such services cannot be accurately predicted at this time because factors such as the number and type of transactions that we engage in and the complexity of our reports cannot be determined at this time and will affect the amount of time to be spent by our auditors and attorneys. However, the incurrence of such costs will obviously be an expense to our operations and thus have a negative effect on our ability to meet our overhead requirements and earn a profit.
However, for as long as we remain an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or JOBS Act, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding an annual nonbinding advisory vote on executive compensation and seeking nonbinding stockholder approval of any golden parachute payments not previously approved. We may take advantage of these reporting exemptions until we are no longer an “emerging growth company.”
We will remain an “emerging growth company” for up to five years, although we would cease to be an “emerging growth company” prior to such time if we have more than $1.0 billion in annual revenue, more than $700 million in market value of our common stock is held by non-affiliates or we issue more than $1.0 billion of non-convertible debt over a three-year period.
If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if a market ever develops, could drop significantly.
11. Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.
Our management is responsible for establishing and maintaining adequate internal control over our financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the Board of Directors, management and other personnel, 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 and includes those policies and procedures that:
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and/or directors of the Company; and
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.
Our internal controls may be inadequate or ineffective, which could cause financial reporting to be unreliable and lead to misinformation being disseminated to the public. Investors relying upon this misinformation may make an uninformed investment decision.
Failure to achieve and maintain an effective internal control environment could cause us to face regulatory action and also cause investors to lose confidence in our reported financial information, either of which could have a material adverse effect on the Company’s business, financial condition, results of operations and future prospects.
However, our auditors will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 until we are no longer an “emerging growth company” as defined in the JOBS Act if we take advantage of the exemptions available to us through the JOBS Act.
12. The costs of being a public company could result in us being unable to continue as a going concern.
As a public company, we are required to comply with numerous financial reporting and legal requirements, including those pertaining to audits and internal control. The costs of maintaining public company reporting requirements could be significant and may preclude us from seeking financing or equity investment on terms acceptable to us and our shareholders. We estimate these costs to be in excess of $100,000 per year and may be higher if our business volume or business activity increases significantly. Our current estimate of costs does not include the necessary expenses associated with compliance, documentation and specific reporting requirements of Section 404 as we will not be subject to the full reporting requirements of Section 404 until we exceed $700 million in market capitalization or we decide to opt-out of the “emerging growth company” as defined under the JOBS Act. This exemption is available to us under the JOBS Act or until we have been public for more than five years.
If our revenues are insufficient or non-existent, and/or we cannot satisfy many of these costs through the issuance of shares or debt, we may be unable to satisfy these costs in the normal course of business. This would certainly result in our being unable to continue as a going concern.
13. Having only one director limits our ability to establish effective independent corporate governance procedures and increases the control of our founder, president, and CEO.
We have only one director who serves as our sole officer. Accordingly, we cannot establish board committees comprised of independent members to oversee such functions as compensation or audit issues. In addition, currently a vote of the board is decided in favor of the chairman (who is our sole officer), which gives him complete control over all corporate issues.
Until we have a larger board of directors that include independent members, if ever, there will be limited oversight of our CEO’s (and founder’s) decisions and activities with little ability for minority shareholders to challenge or reverse such activities and decisions, even if they are not in the best interests of minority shareholders.
Risks Related to our Common Stock
14. Persons who purchase shares of our common stock may lose their money without us ever being able to develop a market.
In the event that no market to purchase our common shares is ever created, it is likely that the entire investment of a purchaser in our common stock would be lost.
15. Shareholders may be diluted significantly through our efforts to obtain financing and satisfy obligations through issuance of additional shares.
We do not have any committed sources of financing. Our Board of Directors has authority, without action or vote of the shareholders, to issue all or part of the authorized (100,000,000) shares but unissued (69,737,942) shares. In addition, if a trading market ever develops for our common stock, we may attempt to raise additional capital by selling shares, possibly at a deep discount to market. These actions will result in dilution of the ownership interests of existing shareholders, further dilute common stock book value, and that dilution may be material.
16. The interests of shareholders may be hurt because we can issue shares to individuals or entities that support existing management with such issuances serving to enhance existing management’s ability to maintain control of our company.
Our Board of Directors has authority, without action or vote of the shareholders, to issue all or part of the authorized but unissued common shares. Such issuances may be issued to parties or entities committed to supporting existing management and the interests of existing management which may not be the same as the interests of other shareholders. Our ability to issue shares without shareholder approval serves to enhance existing management’s ability to maintain control of our company.
17. Our articles of incorporation provide for indemnification of officers and directors at our expense and limit their liability that may result in a major cost to us and hurt the interests of our shareholders because corporate resources may be expended for the benefit of officers and directors.
Our Articles of Incorporation at Article XI provide for indemnification as follows: “No director or officer of the corporation shall be personally liable to the corporation or any of its stockholders for damages for breach of fiduciary duty as a director or officer; provided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer: (i) for acts or omissions which involve intentional misconduct, fraud or knowing violation of law; or (ii) the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any repeal or modification of an Article by the stockholders of the corporation shall be prospective only, and shall not adversely affect any limitation of the personal liability of a director or officer of the corporation for acts or omissions prior to such repeal or modification”.
We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification for liabilities arising under federal securities laws, other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a director, officer or controlling person in connection with our activities, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process relating to this matter if it were to occur is likely to be very costly and may result in us receiving negative publicity, either of which factors is likely to materially reduce the market and price for our shares, if such a market ever develops.
18. Currently, there is a limited established public market for our securities, and there can be no assurances that any broader established public market will ever develop or that our common stock will trading regularly and, it is likely to be subject to significant price fluctuations.
A market maker filed an application with FINRA on our behalf so as to be able to quote our shares on the OTCBB maintained by FINRA. There can be no assurance that even though the market maker’s application accepted by FINRA that a market will be made. We are not permitted to file such application on our own behalf. There can be no assurances as to whether:
(i)any market for our shares will develop;
(ii)the prices at which our common stock will trade; or
(iii)the extent to which investor interest in us will lead to the development of an active, liquid trading market. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors.
We have through a broker-dealer and its clearing firm, become eligible through the Depository Trust Company (“DTC”) to permit our shares to trade electronically. If an issuer is not “DTC-eligible,” then its shares cannot be electronically transferred between brokerage accounts, which, based on the realities of the marketplace as it exists today (especially the OTCBB), means that shares will not be traded (technically the shares can be traded manually between accounts, but this may take many days and is not a realistic option for issuers relying on broker dealers for stock transactions, like all companies on the OTCBB. What this boils down to is while DTC-eligibility is not a requirement to trade on the OTCBB, it is a necessity to process trades if a company’s stock is going to trade with any volume. There are no assurances that even though our shares are DTC-eligible we do not know how long it will take to develop a market for our common stock even with DTC attributes.
Our common stock is unlikely to be followed by any financial analysts, and there may be few institutions acting as market makers for our common stock. Either of these factors could adversely affect the liquidity and trading price of our common stock. Until our common stock is fully distributed and an orderly market develops in our common stock, if ever, the price at which it trades is likely to fluctuate significantly. Prices for our common stock will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for shares of our common stock, developments affecting our business, including the impact of the factors referred to elsewhere in these Risk Factors, investor perception of the Company and general economic and market conditions. No assurances can be provided that an orderly or liquid market will ever develop for our common stock.
Because of the anticipated low price of the securities being registered, many brokerage firms may not be willing to effect transactions in these securities. Purchasers of our securities should be aware that any market that develops will be subject to the penny stock restrictions.
19. Any market that develops in shares of our common stock will be subject to the penny stock regulations and restrictions pertaining to low priced stocks that will create a lack of liquidity and make trading difficult or impossible.
The trading of our securities, if any, will be in the over-the-counter market which is commonly referred to as the OTCBB as maintained by FINRA. As a result, an investor may find it difficult to dispose of, or to obtain accurate quotations as to the price of, our securities.
Rule 3a51-1 of the Exchange Act establishes the definition of a “penny stock,” for purposes relevant to us, as any equity security that has a minimum bid price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to a limited number of exceptions which are not available to us. It is likely that our shares will be considered to be penny stocks for the immediately foreseeable future. This classification severely and adversely affects any market liquidity for our common stock.
For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker or dealer approve a person's account for transactions in penny stocks and the broker or dealer receive from the investor a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person's account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience and objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and that that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, which, in highlight form, sets forth:
the basis on which the broker or dealer made the suitability determination; and
that the broker or dealer received a signed, written agreement from the investor prior to the transaction.
Disclosures also have to be made about the risks of investing in penny stock in both public offerings and in secondary trading and commissions’ payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Additionally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.
Because of these regulations, broker-dealers may not wish to engage in the above-referenced necessary paperwork and disclosures or may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling shareholders or other holders to sell their shares in any secondary market and have the effect of reducing the level of trading activity in any secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities, if and when our securities become publicly traded. In addition, the liquidity for our securities may decrease, with a corresponding decrease in the price of our securities. Our shares, in all probability, will be subject to such penny stock rules for the foreseeable future and our shareholders will, in all likelihood, find it difficult to sell their securities.
20. The market for penny stocks has experienced numerous frauds and abuses that could adversely impact investors in our stock.
Company management believes that the market for penny stocks has suffered from patterns of fraud and abuse. Such patterns include:
Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;
Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;
“Boiler room” practices involving high-pressure sales tactics and unrealistic price projections by sales- persons;
Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and
Wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.
21. Any trading market that may develop may be restricted by virtue of state securities “Blue Sky” laws that prohibit trading absent compliance with individual state laws. These restrictions may make it difficult or impossible to sell shares in those states.
There is currently no established public market for our common stock, and there can be no assurance that any established public market will develop in the foreseeable future. Transfer of our common stock may also be restricted under the securities or securities regulations laws promulgated by various states and foreign jurisdictions, commonly referred to as “Blue Sky” laws. Absent compliance with such individual state laws, our common stock may not be traded in such jurisdictions. Because the securities registered hereunder have not been registered for resale under the blue sky laws of any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state blue sky law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. These restrictions prohibit the secondary trading of our common stock. We currently do not intend to and may not be able to qualify securities for resale in at least 17 states which do not offer manual exemptions (or may offer manual exemptions but may not to offer one to us if we are considered to be a shell company at the time of application) and require shares to be qualified before they can be resold by our shareholders. Accordingly, investors should consider the secondary market for our securities to be a limited one.
22. Our board of directors (consisting of one person, our president, and CEO) has the authority, without stockholder approval, to issue preferred stock with terms that may not be beneficial to common stockholders and with the ability to affect adversely stockholder voting power and perpetuate their control over us.
Our Articles of Incorporation allow us to issue shares of preferred stock without any vote or further action by our stockholders. Our Board of Directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our Board of Directors has the authority to issue preferred stock without further stockholder approval, including large blocks of preferred stock. As a result, our Board of Directors could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock.
23. We do not expect to pay cash dividends in the foreseeable future.
We have never paid cash dividends on our common stock. We do not expect to pay cash dividends on our common stock at any time in the foreseeable future. The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors that our Board of Directors will consider. Since we do not anticipate paying cash dividends on our common stock, return on your investment, if any, will depend solely on an increase, if any, in the market value of our common stock.
24. We are an “emerging growth company” and cannot be certain whether the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.
We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding an annual non-binding advisory vote on executive compensation and nonbinding stockholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we will rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.
In addition, Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we are choosing to “opt out” of such extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.
25. Because we are not subject to compliance with rules requiring the adoption of certain corporate governance measures, our stockholders have limited protection against interested director transactions, conflicts of interest and similar matters.
The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the SEC, the New York and American Stock Exchanges and the NASDAQ Stock Market, as a result of Sarbanes-Oxley, require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities that are listed on those exchanges or the NASDAQ Stock Market. Because we are not presently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with such compliance any sooner than legally required, we have not yet adopted these measures.
Because none of our directors (currently one person) are independent directors, we do not currently have independent audit or compensation committees. As a result, these directors have the ability, among other things, to determine their own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested director transactions, conflicts of interest, if any, and similar matters and investors may be reluctant to provide us with funds necessary to expand our operations.
We intend to comply with all corporate governance measures relating to director independence as and when required. However, we may find it very difficult or be unable to attract and retain qualified officers, directors and members of board committees required to provide for our effective management as a result of Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes may make it more costly or deter qualified individuals from accepting these roles. The perceived increased personal risk associated with these recent changes may make it more costly or deter qualified individuals from accepting these roles. Some of these corporate governance measures have been metered by the JOBS Act of 2012.
26. You may have limited access to information regarding our business because our obligations to file periodic reports with the SEC could be automatically suspended under certain circumstances.
As of the effective date of our registration statement we became subject to certain informational requirements of the Exchange Act, as amended and are required to file periodic reports (i.e., annual, quarterly and material events) with the SEC which are immediately available to the public for inspection and copying. During the year that our registration statement became effective (from October 14, 2015 through October 13, 2016), these reporting obligations may be automatically suspended under Section 15(d) of the Exchange Act if we have less than 300 shareholders and do not file a registration statement on Form 8-A (of which we have no current plans to file). If this occurs we will no longer be obligated to file such periodic reports with the SEC and access to our business information would then be even more restricted. We are required to deliver periodic reports to security holders as proscribed by the Exchange Act, as amended. However, we are not required to furnish proxy statements to security holders and our directors, officers and principal beneficial owners are not required to report their beneficial ownership of securities to the SEC pursuant to Section 16 of the Exchange Act. Previously, a company with more than 500 shareholders of record and $10 million in assets had to register under the Exchange Act. However, the JOBS Act raises the minimum shareholder threshold from 500 to either 2,000 persons or 500 persons who are not "accredited investors" (or 2,000 persons in the case of banks and bank holding companies). The JOBS Act excludes securities received by employees pursuant to employee stock incentive plans for purposes of calculating the shareholder threshold. This means that access to information regarding our business and operations will be limited.
Risks Related to Our Business
27. The Company has a limited operating history upon which investors can evaluate our future prospects.
The Company has a limited operating history upon which an evaluation of its business plan or performance and prospects can be made. The business and prospects of the Company must be considered in the light of the potential problems, delays, uncertainties and complications encountered in connection with a newly established business and creating a new line of products. The risks include, but are not limited to, the possibility that we will not be able to develop functional and scalable products, or that although functional and scalable, our products and will not be economical to market; that our competitors hold proprietary rights that preclude us from marketing such products; that our competitors market a superior or equivalent product; that our competitors have such a significant advantage in brand recognition that our products will not be considered by potential customers; that we are not able to upgrade and enhance our technologies and products to accommodate new features as the market evolves; or the failure to receive necessary regulatory clearances for our products. To successfully introduce and market our products at a profit, we must establish brand name recognition and competitive advantages for our products. There are no assurances that we can successfully address these challenges. If it is unsuccessful, we and our business, financial condition and operating results could be materially and adversely affected.
The current and future expense levels are based largely on estimates of planned operations and future revenues rather than experience. It is difficult to accurately forecast future revenues because our business is new and our market is rapidly developing. If our forecasts prove incorrect, the business, operating results and financial condition of the Company will be materially and adversely affected. Moreover, we may be unable to adjust our spending in a timely manner to compensate for any unanticipated reduction in revenue. As a result, any significant reduction in revenues would immediately and adversely affect our business, financial condition and operating results.
28. We have had limited revenues since inception, and we cannot predict when we will achieve profitability.
American Rebel has not been profitable and cannot predict when or if we will achieve profitability. We have experienced net losses and have had limited revenues since our inception in December 2014. We do not anticipate generating significant revenues until we successfully develop, commercialize and sell our existing and proposed products, of which we can give no assurance. We are unable to determine when we will generate significant revenues, if any, from the sale of any of such products.
We cannot predict when we will achieve profitability, if ever. Our inability to become profitable may force us to curtail or temporarily discontinue our research and development programs and our day-to-day operations. Furthermore, there can be no assurance that profitability, if achieved, can be sustained on an ongoing basis. As of December 31, 2019, we had an accumulated deficit of $14,889,631.
29. We may never complete the development of our SmartPack or any of our other proposed products into marketable products.
We do not know when or whether we will successfully complete the development of the SmartPack or any other proposed or contemplated product, for any of our target markets. We continue to seek to improve our technologies before we are able to produce a commercially viable product. Failure to improve on any of our technologies could delay or prevent their successful development for any of our target markets.
Developing any technology into a marketable product is a risky, time consuming and expensive process. You should anticipate that we will encounter setbacks, discrepancies requiring time consuming and costly redesigns and changes and that there is the possibility of outright failure.
30. We may not meet our product development and commercialization milestones.
We have established milestones, based upon our expectations regarding our technologies at that time, which we use to assess our progress toward developing our products. These milestones relate to technology and design improvements as well as to dates for achieving development goals. If our products exhibit technical defects or are unable to meet cost or performance goals, our commercialization schedule could be delayed and potential purchasers of our initial commercial products may decline to purchase such products or may opt to pursue alternative products.
We may also experience shortages of raw materials and labor due to manufacturing difficulties. Our manufacturing operations could be disrupted by fire, earthquake or other natural disasters, a labor-related disruption, failure in supply or other logistical channels, electrical outages or other reasons. If there were a disruption to manufacturing facilities, we would be unable to manufacture products until we have restored and re-qualified our manufacturing capability or developed alternative manufacturing facilities.
Generally, we have made advances meeting our milestone schedules as our entire Concealed Carry product line was introduced at the 2017 NRA Convention. We can give no assurance that our commercialization schedule will continue to be met as we further develop the SmartPack or any of our other proposed products.
31. Our Business is dependent on introducing our products to potential customers interested in concealed carry goods and if we fail to properly introduce our products to these potential customers, our revenue could fail to grow and could decrease.
The Company enjoyed rapid acceptance of its brand and products during the 2017 NRA Convention, but a significant risk exists that the Company will be able to reach potential customers through the remainder of the year outside of the NRA Convention. To reach potential customers the Company will employ social media awareness campaigns and remarket the Company’s products to potential customers who show any interest in the Company’s goods. There can be no assurance the Company will effectively employ social media awareness campaigns to reach potential customers. The Company will also create video content to educate potential customers about its products. There can be no assurance the Company will be effective at creating effective video content and there can also be no assurance the Company will efficiently reach potential customers.
32. We are subject to potential governmental regulations relating to access to firearms.
Our products are designed to properly carry a concealed firearm. Federal or state laws and regulations could be adopted to limit our ability to sell our products. Our products may have to be altered or have features removed to obtain compliance with laws and regulations. There can be no assurance that the current trend that limits additional restrictions on access to firearms will continue.
33. If we are not able to both obtain and maintain adequate levels of investment, it would have a material adverse effect on our business.
A new business selling products requires capital investment to research and develop the new products. Capital investment is required to create awareness of the new business’s products and market the new business’s products. If the Company is unable to obtain and maintain adequate levels of capital investment, the Company will be unable to manufacture its inventory and market its inventory to grow its revenues and establish its brand.
34. Product defects could adversely affect the results of our operations.
The design, manufacture and marketing of our products involve certain inherent risks. Manufacturing or design defects, unanticipated use of our products, or inadequate disclosure of risks relating to the use of our products can lead to injury or other adverse events. The Company may not properly anticipate customer applications of our products and our products may fail to survive such unanticipated customer use. If the Company’s products fail to adequately perform to meet the customer’s expectations, the customer may demand refunds or replacements which will negatively affect the Company’s profitability.
35. We could be exposed to significant liability claims if we are unable to obtain insurance at acceptable costs and adequate levels or otherwise protect ourselves against potential product liability claims.
The Company’s products support the use and access to firearms and if the Company’s products are ineffective the Company could require protection against potential product liability claims.
36. We require additional capital to support our present business plan and our anticipated business growth, and such capital may not be available on acceptable terms, or at all, which would adversely affect our ability to operate.
We will require additional funds to further develop our business plan. Based on our current operating plans, we require a minimum of $6 million to fund our planned operations necessary to effectively introduce our brand and products into the market. We can give no assurance that we will be successful in raising any funds. Additionally, if we are unable to generate sufficient revenues from our operating activities, we may need to raise additional funds through equity offerings or otherwise in order to meet our expected future liquidity requirements, including to introduce our other planned products or to pursue new product opportunities. Any such financing that we undertake will likely be dilutive to current stockholders and you.
We intend to continue to make investments to support our business growth, including patent or other intellectual property asset creation. In addition, we may also need additional funds to respond to business opportunities and challenges, including our ongoing operating expenses, protecting our intellectual property, satisfying debt payment obligations, developing 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 its 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 business plans.
37. We cannot predict our future capital needs and we may not be able to secure additional financing.
We will need to raise additional funds in the future to fund our working capital needs and to fund further expansion of our business. We may require additional equity or debt financings, collaborative arrangements with corporate partners or funds from other sources for these purposes. No assurance can be given that necessary funds will be available for us to finance our development on acceptable terms, if at all. Furthermore, such additional financings may involve substantial dilution of our stockholders or may require that we relinquish rights to certain of our technologies or products. In addition, we may experience operational difficulties and delays due to working capital restrictions. If adequate funds are not available from operations or additional sources of financing, we may have to delay or scale back our growth plans.
38. The results of our research and development efforts are uncertain and there can be no assurance of the commercial success of our products.
We believe that we will need to incur additional research and development expenditures to continue development of our existing proposed products as well as research and development expenditures to develop new products. The products we are developing and may develop in the future may not be successful. In addition, the length of our product and service development cycle may be greater than we originally expected and we may experience delays in product development. If our resulting products and services are not technologically successful, they may not achieve market acceptance or compete effectively with our competitors’ products and services.
39. If we fail to retain certain of our key personnel and attract and retain additional qualified personnel, we might not be able to pursue our growth strategy.
Our future success will depend upon the continued service of Andy Ross, our President and Chief Executive Officer. Although we believe that our relationship with him is positive, there can be no assurance that his services will continue to be available to us in the future. We do not carry key man life insurance policies on Mr. Ross at this time.
40. The impact of our patent applications may be limited.
There can be no assurance that we will be successful at obtaining patent protection for our features for which we have applied for patent protection. If we are unsuccessful at obtaining patent protection, we may suffer from competitors copying our features that distinguish our products.
41. We will not be profitable unless we can demonstrate that our products can be manufactured at low prices.
To date, we have manufactured our products in limited volume. As the Company creates demand for its products, our projections require the benefit of volume discounts as we increase the size of our order. We can offer no assurance that either we or our manufacturing partners will develop efficient, automated, low-cost manufacturing capabilities and processes to meet the quality, price, engineering, design and production standards or production volumes required to successfully mass market our products. Even if we or our manufacturing partners are successful in developing such manufacturing capability and processes, we do not know whether we or they will be timely in meeting our product commercialization schedule or the production and delivery requirements of potential customers. A failure to develop such manufacturing processes and capabilities could have a material adverse effect on our business and financial results.
Our profitability in part is dependent on material and other manufacturing costs. We are unable to offer any assurance that either we or a manufacturing partner will be able to reduce costs to a level which will allow production of a competitive product or that any product produced using lower cost materials and manufacturing processes will not suffer from a reduction in performance, reliability and longevity.
42. Our dependence on a limited number of suppliers may prevent us from delivering our devices on a timely basis.
We currently rely on a limited number of suppliers of our products. If these suppliers became unable to provide products in the volumes needed or at an acceptable price, we would have to identify and qualify acceptable replacements from alternative sources of supply. The process of qualifying suppliers is lengthy. Delays or interruptions in the supply of our requirements could limit or stop our ability to provide sufficient quantities of products on a timely basis, which could have a material adverse effect on our business, financial condition and results of operations.
43. Our financial results may be affected by tariffs or border adjustment taxes or other import restrictions.
Our current supplier has facilities both in China and Mexico and the imposition of tariffs or border adjustment taxes may affect our financial results. The current political climate is hostile to companies manufacturing goods outside of the US. At the current manufacturing levels, it is impractical to seek manufacturing facilities in the US as US manufacturers are unable to meet or even approach the cost of manufacturing small quantities of custom-made goods. American Rebel is searching for a US-based manufacturer that can produce its goods once higher quantity orders are required by product demand.
Risks Related to Our Industry
44. The industry in which we operate is competitive, price sensitive and subject to risks of governmental regulations or laws. If our competitors are better able to develop and market products that are more effective, less costly, easier to use, or are otherwise more attractive, we may be unable to compete effectively with other companies.
The concealed carry and tactical goods industry is characterized by intense competition. We will face competition on the basis of product features, price, services, apparent value, and other factors. Competitors may include large apparel makers and other companies, some of which have significantly greater financial and marketing resources than we do, and firms that are more specialized than we are with respect to particular markets. Our competition may respond more quickly to new or emerging styles, undertake more extensive marketing campaigns, have greater financial, marketing and other resources than ours or may be more successful in attracting potential customers, employees and strategic partners.
Our competitive position will depend on multiple, complex factors, including our ability to achieve market acceptance for our products, develop new products, implement production and marketing plans, and protect our intellectual property. The development of new or improved products, processes or technologies by other companies may render our products or proposed products obsolete or less competitive. The entry into the market of manufacturers located in low-cost manufacturing locations may also create pricing pressure, particularly in developing markets. Our future success depends, among other things, upon our ability to compete effectively against current providers, as well as to respond effectively to changes in popular styles and customer requirements, and upon our ability to successfully implement our marketing strategies and execute our research and development plan. Our research and development efforts are aimed, in part, at solving increasingly complex opportunities, as well as creating new products, and we do not expect that all of our projects will be successful. If our research and development efforts are unsuccessful, our future results of operations could be materially harmed.
45. We face competition from other accessory and apparel manufacturers that focus on similar markets.
We face competition from companies that also focus on the concealed carry and tactical market that we have chosen to enter. These companies have longer operating histories and may have greater name recognition and substantially greater financial, technical and marketing resources than us. Many of these companies also have existing and established products, and more extensive customer bases, broader customer relationships and broader industry alliances than us, including relationships with many of our potential customers. Increased competition from any of these sources could result in our failure to achieve and maintain an adequate level of customers and market share to support the cost of our operations.
46. Our industry could experience greater scrutiny and regulation by governmental authorities, which may lead to greater governmental regulation in the future.
There is such rapid interest in new concealed carry products that this rapidly growing market may get the attention of government regulators and legislators. The current trend in legislation is to roll back or minimize access to firearms restrictions, but there can be no assurance that this trend will continue.
47. Unsuccessful product launches could have a material adverse effect on our prospects.
New businesses have a disproportionate risk that each product launch will be successful in the early days of the new business. Mature companies can better absorb the negative effects of a disappointing product launch as the mature company can be supported by their existing successful products. A new business is critically establishing their base of successful products to support their need to establish revenue, reach profitability, and satisfy their investors.
48. Intellectual property litigation and infringement claims could cause us to incur significant expenses or prevent us from selling certain of our products.
Extensive intellectual property litigation may be necessary to protect our patents and, from time to time, we might be the subject of claims by third parties of potential infringement or misappropriation. Regardless of outcome, such claims are expensive to prosecute and defend and divert the time and effort of our management and operating personnel from other business issues. A successful claim or claims of patent or other intellectual property infringement against us could result in our payment of significant monetary damages and/or royalty payments or negatively impact our ability to sell current or future products in the affected category and could have a material adverse effect on its business, cash flows, financial condition or results of operations.
49. If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.
We plan on relying on trade secrets, including unpatented know-how, technology and other proprietary information, to maintain our competitive position. We will seek to protect these trade secrets, in part, by entering into non-disclosure and confidentiality agreements with parties who have access to them, such as our employees, corporate collaborators, outside scientific collaborators, contract manufacturers, consultants, advisors and other third parties. We will seek to protect our confidential proprietary information, in part, by entering into confidentiality and invention or patent assignment agreements with our employees and consultants. Moreover, to the extent we enter into such agreements, any of these parties may breach the agreements and disclose our proprietary information, including our trade secrets, and we may not be able to obtain adequate remedies for such breaches. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive and time-consuming, and the outcome is unpredictable. In addition, some courts inside and outside the United States are less willing or unwilling to protect trade secrets. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor, we would have no right to prevent them, or those to whom they communicate it, from using that technology or information to compete with us. If any of our trade secrets were to be disclosed to or independently developed by a competitor, our competitive position would be harmed. In general, any loss of trade secret protection or other unpatented proprietary rights could harm our business, results of operations and financial condition.
50. If we are unable to protect our patents or other proprietary rights, or if we infringe on the patents or proprietary rights of others, our competitiveness and business prospects may be materially damaged.
We have filed for patent protection for our proprietary Protection Pocket and our SmartPhone app. We may continue to seek patent protection for our proprietary technology. Seeking patent protection is a lengthy and costly process, and there can be no assurance that patents will be issued from any pending applications, or that any claims allowed from existing or pending patents will be sufficiently broad or strong to protect our proprietary technology. There is also no guarantee that any patents we hold will not be challenged, invalidated or circumvented, or that the patent rights granted will provide competitive advantages to us. Our competitors have developed and may continue to develop and obtain patents for technologies that are similar or superior to our technologies. In addition, the laws of foreign jurisdictions in which we develop, manufacture or sell our products may not protect our intellectual property rights to the same extent, as do the laws of the United States.
Adverse outcomes in current or future legal disputes regarding patent and other intellectual property rights could result in the loss of our intellectual property rights, subject us to significant liabilities to third parties, require us to seek licenses from third parties on terms that may not be reasonable or favorable to us, prevent us from manufacturing, importing or selling our products, or compel us to redesign our products to avoid infringing third parties’ intellectual property. As a result, we may be required to incur substantial costs to prosecute, enforce or defend our intellectual property rights if they are challenged. Any of these circumstances could have a material adverse effect on our business, financial condition and resources or results of operations.
51. Dependence on patent and other proprietary rights and failing to protect such rights or to be successful in litigation related to such rights may result in our payment of significant monetary damages or impact offerings in our product portfolios.
Our long-term success largely depends on our ability to market innovative and appealing competitive products. If we fail to obtain or maintain adequate intellectual property protection, we may not be able to prevent third parties from using our proprietary technologies or may lose access to technologies and features critical to our products. Also, our currently pending or future patents applications may not result in issued patents, and issued patents are subject to claims concerning priority, scope and other issues.
Furthermore, to the extent we do not file applications for patents domestically or internationally, we may not be able to prevent third parties from using our proprietary technologies or may lose access to technologies critical to our products in other countries.
52. As a direct-to-consumer Internet-based retailer, the Company will be subject to the risks all online retailers face.
The Company employs third-party services for credit card transactions, and as operations continue the Company will continually harden its online assets and deploy additional layers of protection for its customers, its assets, and its continued operations. Consumers who are comfortable purchasing online are increasing as new consumers’ age into technology they have grown up with. Consumers who are not comfortable purchasing online are a decreasing number. There can be no assurance that consumers will continue to be comfortable with purchasing online and that the number of consumers comfortable with purchasing online will continue to increase.
53. As a new company, the Company does not have Enterprise Risk Management controls in place.
The Company does not have the benefit of having Enterprise Risk Management controls in place and its operations and execution may suffer from the lack of such controls. Currently the Company has the benefit of its sole officer and director, CEO Andy Ross.
Risks Related to Our Securities and Other Risks
54. An active and visible public trading market for our Common Stock may not develop.
We cannot predict whether an active market for our Common Stock will ever develop in the future. In the absence of an active trading market:
Investors may have difficulty buying and selling or obtaining market quotations;
Market visibility for shares of our Common Stock may be limited; and a lack of visibility for shares of our Common Stock may have a depressive effect on the market price for shares of our Common Stock.
Assuming we can find market makers to establish quotations for our Common Stock, we expect that our Common Stock will be quoted over-the-counter on a market operated by OTC Markets Group, Inc. These markets are relatively unorganized, inter-dealer, over-the-counter markets that provide significantly less liquidity than NASDAQ or the NYSE AMEX. No assurances can be given that our Common Stock, even if quoted on such markets, will ever actively trade on such markets, much less a senior market like NASDAQ or NYSE AMEX. In this event, there would be a highly illiquid market for our Common Stock and you may be unable to dispose of your Common Stock at desirable prices or at all. Moreover, there is a risk that our Common Stock could be delisted from its current tier of the OTC Market, in which case our stock may be quoted on markets even more illiquid.
55. The market price of our common stock may be volatile.
The market price for our Common Stock may be volatile and subject to wide fluctuations in response to factors including the following:
Our ability to successfully bring any of our proposed or planned products to market;
Actual or anticipated fluctuations in our quarterly or annual operating results;
Changes in financial or operational estimates or projections;
Conditions in markets generally;
Changes in the economic performance or market valuations of companies similar to ours;
Announcements by us or our competitors of new products, acquisitions, strategic partnerships, joint ventures or capital commitments;
Our intellectual property position; and
General economic or political conditions in the United States or elsewhere.
In addition, the securities market has from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of shares of our Common Stock.
56. Because we were engaged in a transaction that can be generally characterized as a “reverse merger,” we may not be able to attract the attention of major brokerage firms.
Additional risks may exist since we were engaged in a transaction that can be generally characterized as a “reverse merger.” Securities analysts of major brokerage firms may not provide coverage of the Company since there is little incentive to brokerage firms to recommend the purchase of the common stock. No assurance can be given that brokerage firms will want to conduct any secondary offerings on behalf of the Company in the future.
57. Our Company may have undisclosed liabilities and any such liabilities could harm our revenues, business, prospects, financial condition and results of operations.
Before the merger transaction, American Rebel Holdings, Inc. conducted due diligence on our Company customary and appropriate for a transaction similar to the merger transaction. American Rebel, Inc. has completed an audit of its financial results for the years ending December 31, 2015 and December 31, 2016. However, the due diligence process may not reveal all material liabilities of our Company currently existing or which may be asserted in the future against our Company relating to its activities before the consummation of the merger transaction. In addition, the Stock Purchase and Exchange Agreement contains representations with respect to the absence of any liabilities. However, there can be no assurance that our Company will not have any liabilities upon the closing of the merger transaction that we are unaware of or that we will be successful in enforcing any indemnification provisions or that such indemnification provisions will be adequate to reimburse us. Any such liabilities of our Company that survive the merger transaction could harm our revenues, business, prospects, financial condition and results of operations.
58. There will be a significant number of shares of common stock eligible for sale, which could depress the market price of such stock.
We will have approximately 17,421,000 shares of common stock and warrants to purchase 500,000 shares of common stock issued or issuable to the American Rebel shareholders. These shares were previously subject to a lock-up agreement but a large number of shares of our common stock could become available for sale in the public market, which could harm the market price of the stock.
59. Our largest stockholders will substantially influence our Company for the foreseeable future, including the outcome of matters requiring shareholder approval and such control may prevent you and other stockholders from influencing significant corporate decisions and may result in conflicts of interest that could cause the Company’s stock price to decline.
Our largest shareholder, our CEO Mr. Ross, owns approximately 20% of our outstanding shares. As a result, Mr. Ross will have the ability to influence the election of our directors and the outcome of corporate actions requiring shareholder approval, such as: (i) a merger or a sale of our Company, (ii) a sale of all or substantially all of our assets, and (iii) amendments to our articles of incorporation and bylaws. This concentration of voting power and control could have a significant effect in delaying, deferring or preventing an action that might otherwise be beneficial to our other shareholders and be disadvantageous to our shareholders with interests different from those entities and individuals. Mr. Ross also has significant control over our business, policies and affairs as an executive officer or director of our Company. He may also exert influence in delaying or preventing a change in control of the Company, even if such change in control would benefit the other stockholders of the Company. In addition, the significant concentration of stock ownership may adversely affect the market value of the Company’s common stock due to investors’ perception that conflicts of interest may exist or arise.
60. We currently do not have any independent directors on our Board, which limits our ability to establish effective independent corporate governance procedures.
Our board of directors has significant control over us and we have not established committees comprised of independent directors. We have only one director, who holds executive officer positions and is not independent. Accordingly, he has significant control over all corporate issues. We do not have an audit, compensation, governance or nominating committee comprised of independent directors. Our Board as a whole currently performs these functions. Thus, there is a potential conflict in that our sole director is also engaged in management and participate in decisions concerning management compensation and audit issues, among other issues, that may affect management performance.
Although we intend to add additional members to our Board of Directors as qualified candidates become available, until we have a board of directors that would include a majority of independent members, if ever, there will be limited or no independent oversight of our directors’ decisions and activities.
61. Material weaknesses may exist when the Company reports on the effectiveness of its internal control over financial reporting for purposes of its reporting requirements.
The Company is required to provide management’s report on the effectiveness of internal control over financial reporting in our Annual Reports on Form 10-K, as required by Section 404 of Sarbanes-Oxley. Material weaknesses may exist when the Company reports on the effectiveness of its internal control over financial reporting for purposes of its reporting requirements under the Exchange Act or Section 404 of Sarbanes-Oxley following the completion of the merger transaction. The existence of one or more material weaknesses would preclude a conclusion that the Company maintains effective internal control over financial reporting. Such a conclusion would be required to be disclosed in the Company’s future Annual Reports on Form 10-K and could harm the Company’s reputation and cause the market price of its common stock to drop.
62. Anti-takeover provisions that may be in the Company’s charter and bylaws may prevent or frustrate attempts by stockholders to change the board of directors or current management and could make a third-party acquisition of the Company difficult.
The Company’s certificate of incorporation and bylaws may contain provisions that may discourage, delay or prevent a merger, acquisition or other change in control that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. These provisions could limit the price that investors might be willing to pay in the future for shares of the Company’s common stock.
63. If our common stock becomes subject to the SEC’s penny stock rules, broker-dealers may experience difficulty in completing customer transactions and trading activity in our securities may be adversely affected.
The SEC has adopted regulations, which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share, subject to specific exemptions. The market price of our common stock after the consummation of the merger transaction will likely be less than $5.00 per share and therefore would be a “penny stock” according to SEC rules, unless we are listed on a national securities exchange. Under these rules, broker-dealers who recommend such securities to persons other than institutional accredited investors must:
Make a special written suitability determination for the purchaser;
Receive the purchaser’s prior written agreement to the transaction;
Provide the purchaser with risk disclosure documents which identify certain risks associated with investing in “penny stocks” and which describe the market for these “penny stocks” as well as a purchaser’s legal remedies; and
Obtain a signed and dated acknowledgment from the purchaser demonstrating that the purchaser has actually received the required risk disclosure document before a transaction in a “penny stock” can be completed.
If our Common Stock becomes subject to these rules, broker-dealers may find it difficult to effectuate customer transactions and trading activity in our securities may be adversely affected. As a result, the market price of our securities may be depressed, and you may find it more difficult to sell your securities.
64. The market for penny stocks has experienced numerous frauds and abuses, which could adversely impact investors in our stock.
OTC Market securities are frequent targets of fraud or market manipulation, both because of their generally low prices and because reporting requirements are less stringent than those of the stock exchanges such as NASDAQ. Patterns of fraud and abuse include:
Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;
Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;
“Boiler room” practices involving high-pressure sales tactics and unrealistic price projections by inexperienced salespersons;
Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and
Wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.
Our management is aware of the abuses that have occurred historically in the penny stock market.
65. We have not paid dividends in the past and do not expect to pay dividends in the future, and any return on investment may be limited to the value of our stock.
We have never paid any cash dividends on our common stock and do not anticipate paying any cash dividends on our common stock in the foreseeable future and any return on investment may be limited to the value of our common stock. We plan to retain any future earning to finance growth.
66. We have significant short-term debt that will become due and payable during the next 60 days.
We have significant current debt repayment obligations, much of which will become due and payable during the Term of this Offering. Our indebtedness could have important consequences, including the following:
increasing our vulnerability to general adverse economic and industry conditions;
reducing the availability of our cash flow for other purposes;
limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate, which would place us at a competitive disadvantage compared to our competitors that may have less debt;
limiting, by the financial and other restrictive covenants in our debt agreements, our ability to borrow additional funds; and
having a material adverse effect on our business if we fail to comply with the covenants in our debt agreements, because such failure could result in an event of default that, if not cured or waived, could result in all or a substantial amount of our indebtedness becoming immediately due and payable.
Our ability to repay our significant indebtedness will depend on our ability to generate cash, whether through cash from operations or cash raised through the issuance of additional equity based securities. To a certain extent, our ability to generate cash is subject to general economic, financial, competitive, legislative, regulatory, and other factors that are beyond our control. If our business does not generate sufficient cash flow from operations or if future equity financings are not available to us in amounts sufficient to enable us to fund our liquidity needs, our financial condition and operating results may be adversely affected. If we cannot make scheduled principal and interest payments on our debt obligations in the future, we may need to refinance all or a portion of our indebtedness on or before maturity, sell assets, delay capital expenditures, cease operations or seek additional equity.
IN ADDITION TO THE ABOVE RISKS, BUSINESSES ARE OFTEN SUBJECT TO RISKS NOT FORESEEN OR FULLY APPRECIATED BY MANAGEMENT. IN REVIEWING THIS CURRENT REPORT ON FORM 10-K, POTENTIAL INVESTORS SHOULD KEEP IN MIND THAT THERE MAY BE OTHER POSSIBLE RISKS THAT COULD BE IMPORTANT.
For all of the foregoing reasons and others set forth herein, an investment in our securities in any market that may develop in the future involves a high degree of risk.
ITEM 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2.
ITEM 2. PROPERTIES
The Company maintains its warehouse and shipping operations at 9641 Lackman Road, Lenexa, KS 66219; but utilizes 718 Thompson Lane, Suite 108-199, Nashville, TN 37204 as its primary address. The lease agreement at 9641 Lackman Road, Lenexa, KS, is in the name of American Rebel Holdings, Inc. The wholly owned subsidiary American Rebel, Inc. maintains 718 Thompson Lane, Suite 108-199, Nashville, TN address.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
ITEM 4.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market for our Common Stock
Although our common stock is currently quoted on the OTCQB under the symbol “AREB,” there is no active established public market for shares of our common stock, and irregular trades of our common stock have taken place. Any quotations reflect interdealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions. We obtained the AREB symbol on February 1, 2017.
Shareholders of Record
As of May 12, 2020, an aggregate of 59,528,058 shares of our common stock were issued and outstanding and owned by 136 shareholders of record.
Recent Sales of Unregistered Securities
Securities Issued In Connection With The Merger.
On June 19, 2017, the Company issued 17,421,000 shares of its common stock and issued warrants to purchase 500,000 shares of common stock to the shareholders of American Rebel, Inc. This issuance was completed in accordance with Section 4(2) of the Securities Act in an offering without any public offering or distribution. These shares and equity instruments are restricted securities and include an appropriate restrictive legend when issued.
The shares were issued as exempted transactions under Section 4(2) and/or Regulation S of the Securities Act of 1933. They are subject to Rule 144 of the Securities Act of 1933. The recipient(s) of our securities took them for investment purposes only without a view for distribution. Furthermore, they had access to information concerning the Company and our business prospects; there was no general solicitation or advertising for the purchase of the securities; and the securities are restricted pursuant to Rule 144 and include an appropriate restrictive legend. It is now beyond the restricted time period for these shares and shareholders may petition to remove the restrictive legend.
Repurchase of Equity Securities
We have no plans, programs or other arrangements in regards to repurchases of our common stock.
Dividends
We have not since December 15, 2014 (date of inception) declared or paid any cash dividends on our common stock and currently do not anticipate paying such cash dividends. We currently anticipate that we will retain all of our future earnings for use in the development and expansion of our business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of our Board of Directors (the “Board”) and will depend upon our results of operations, financial condition, tax laws and other factors as the Board, in its discretion, deems relevant.
Securities Authorized for Issuance under Equity Compensation Plans
None.
Use of Proceeds from the Sale of Registered Securities
Our Registration Statement on Form S-1 (Reg. No. 333-206068) in connection with the sale by us of up to 6,000,000 shares of common stock for $0.01 per share, was declared effective by the SEC on October 14, 2015. The following information was reported in the annual report on Form 10-K dated for the period ended December 31, 2015:
Shares
Amount
Aggregate Sold
6,000,000
$
60,000
Net Proceeds
$
60,000
The net proceeds from our recently completed direct public offering were used for general working capital purposes.
No payments for expenses were made directly or indirectly to (i) any of our directors, officers or their associates, (ii) any person(s) owning 10% or more of any class of our equity securities or (iii) any affiliates with the funds raised in the offering, which funds we have not officially accepted or used to date. The offering was conducted in a best efforts, no minimum, direct public offering without involvement of underwriters or broker-dealers and the Company did not pay any commissions in connection with the sale of the shares. The Company completed its offering in December 2015.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Selected financial data to our financial statements located elsewhere in this Annual Report on Form 10-K is not required for smaller reporting companies under Article 8 Regulation S-X.
ITEM 7.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-looking statements: Statements about our future expectations are “forward-looking statements” and are not guarantees of future performance. When used herein, the words “may,” “will,” “should,” “anticipate,” “believe,” “appear,” “intend,” “plan,” “expect,” “estimate,” “approximate,” and similar expressions are intended to identify such forward-looking statements. These statements involve risks and uncertainties inherent in our business, including those set forth under the caption “Risk Factors,” in this Report, and are subject to change at any time. Our actual results could differ materially from these forward-looking statements. This Annual Report on Form 10-K does not have any statutory safe harbor for this forward-looking statement. We undertake no obligation to update publicly any forward-looking statements.
Management’s Discussion and Analysis should be read in conjunction with the financial statements included in this Annual Report on Form 10-K (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.
The following discussion of the Company’s financial condition and the results of operations should be read in conjunction with the Financial Statements and footnotes thereto appearing elsewhere in this Report.
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. In order to comply with the terms of the safe harbor, the Company notes that in addition to the description of historical facts contained herein, this report contains certain forward-looking statements that involve risks and uncertainties as detailed herein and from time to time in the Company’s other filings with the Securities and Exchange Commission and elsewhere. Such statements are based on management’s current expectations and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those, described in the forward-looking statements. These factors include, among others: (a) the Company’s fluctuations in sales and operating results; (b) risks associated with international operations; (c) regulatory, competitive and contractual risks; (d) development risks; (e) the ability to achieve strategic initiatives, including but not limited to the ability to achieve sales growth across the business segments through a combination of enhanced sales force, new products, and customer service; and (f) pending litigation.
Operations
On June 9, 2016 a change in control occurred, a sixty percent (60%) ownership interest was obtained by American Rebel, Inc. from our former officer and director and founder. On June 17, 2017, the Company acquired the business of its control stockholder accounted for and presented financially as a reverse merger transaction. Our majority stockholder, American Rebel, Inc. became a wholly owned subsidiary of the Company and we distributed shares to the stockholders of American Rebel, Inc. As a result of this reverse merger, the reported operating history of the Company is now the operating history of American Rebel, Inc. Financial statements of both companies are now consolidated and all material intercompany transactions and balances are eliminated.
We are a development stage company and have limited financial resources. We have not established a firm source of equity or debt financing. Our independent registered public accounting firm has included an explanatory paragraph in their report filed on May 14, 2019 and included with our Form 10-K emphasizing the uncertainty of our ability to remain as a going concern. An investor or financial statement reader should read our Risk Factors in full.
Description of Business
Company Overview
American Rebel is boldly positioning itself as America’s Patriotic Brand. The Company has identified the market opportunity to design, manufacture, and market innovative concealed carry products and safes. American Rebel accesses its market uniquely through its positioning as America’s Patriotic Brand and the appeal of its products as well as through the profile and public persona of its founder and CEO, Andy Ross. Andy hosted his own television show for 12 years, has made multiple appearances over the years at trade shows, and is well-known in the archery world as the founder of Ross Archery, which was the world’s fastest-growing bow company in 2007 and 2008. Andy has also released 3 CDs, done numerous radio and print interviews, and performed many concerts in front of thousands of people. Andy has the ability to present American Rebel to large numbers of potential customers through the appeal of his music and other supporting appearances. For example, his appearance on the History Channel hit show Counting Cars in February 2014 has been viewed by over 2 million people. Bringing innovative products that satisfy an existing demand to the market through exciting means is the American Rebel blueprint for success.
Other
As a corporate policy, we will not incur any cash obligations that we cannot satisfy with known resources, of which there are currently none except as described in “Liquidity” below or elsewhere in this report. We believe that the perception that many people have of a public company makes it more likely that they will accept restricted securities from a public company as consideration for indebtedness to them than they would from a private company. We have not performed any studies of this matter. Our conclusion is based on our own observations. Additionally, the issuance of restricted shares will dilute the percentage of ownership interest of our stockholders.
Results of Operations for the fiscal year ended December 31, 2019
Revenue and cost of goods sold
For the year ended December 31, 2019, we reported Sales of $535,109, compared to Sales of $131,274 for the year ended December 31, 2018. For the year ended December 31, 2019, we reported Cost of Sales of $379,079, compared to Cost of Sales of $55,791 for the year ended December 31, 2018. For the year ended December 31, 2019, we reported Gross Profit of $156,033, compared to Gross Profit of $75,483 for the year ended December 31, 2018. Sales of our products began during the fourth quarter of 2016.
Expenses
Total operating expenses for the year ended December 31, 2019 were $6,156,254 compared to $1,787,178 for the year ended December 31, 2018 as further described below.
For the year ended December 31, 2019, we incurred consulting and business development expenses of $3,809,291, compared to consulting and business development expenses of $581,257 for the year ended December 31, 2018. The increase in consulting and business development expenses relates primarily to expansion of activities in preparation of 2019 product launch and included a compensation payment of $3,162,000 that was paid through issuance of 9,700,000 shares of common stock.
For the year ended December 31, 2019, we incurred product development expenses of $309,061, compared to product development expenses of $23,618 for the year ended December 31, 2018. The increase in product development expenses is due to the fact that 2019 was a year of releasing product to the marketplace.
For the year ended December 31, 2019, we incurred marketing and brand development expenses of $632,522, compared to marketing and brand development expenses of $714,096 for the year ended December 31, 2018. The change in marketing and brand development expenses relates primarily to the increase of activities in preparation of several 2018 product launches and increased marketing of the American Rebel brand.
For the year ended December 31, 2019, we incurred general and administrative expenses of $1,343,352, compared to general and administrative expenses of $406,178 for the year ended December 31, 2018. The increase relates primarily to an increase in professional, consulting and operating fees and the acceleration in our activities in connection with our planned 2019 product launches.
For the year ended December 31, 2019, we incurred depreciation expense of $62,028, compared to depreciation expense of $62,028 for the year ended December 31, 2018.
Other income and expenses
For the year ended December 31, 2019, we incurred interest expense of $1,601,851, compared to interest expense of $290,009 for the year ended December 31, 2018.
Net Loss
Net loss for the year ended December 31, 2019 amounted to $7,602,072, resulting in a loss per share of $0.25, compared to $2,001,704 for the year ended December 31, 2018, resulting in a loss per share of $0.07. The decrease in the net loss from the year ended December 31, 2018 to the year ended December 31, 2019 is primarily due to the investment in compensation that occurred in September 2019..
Liquidity
We are a development stage company and realized minimal revenue from our planned operations. We have a working capital deficit of $888,280 at December 31, 2018 and $2,812,957 at December 31, 2019, and have incurred a deficit of $14,889,631 from inception to December 31, 2019. We have funded operations primarily through the issuance of capital stock, convertible debt and other securities.
During the year ended December 31, 2019, we raised net cash of $3,500 by issuance of common shares, as compared to $330,000 for the year ended December 31, 2018. During the year ended December 31, 2018, we raised net cash of $270,000 through the issuance of convertible promissory notes, as compared to $0 for the year ended December 31, 2019. During the year ended December 31, 2019, we raised net cash of $3,105,441 through the issuance of promissory notes secured by specific inventory, as compared to $975,000 for the year ended December 31, 2018. During the year ended December 31, 2019, we repaid $12,092 on loans received from our CEO, as compared to $65,293 that we repaid on loans from our CEO during the year ended December 31, 2018.
As we proceed with the launch of our American Rebel concealed carry product line we have devoted and expect to continue to devote significant resources in the areas of capital expenditures and marketing, sales, and operational expenditures.
We expect to require additional funds to further develop our business plan, including the anticipated launch of additional products in addition to the launch of our concealed carry product line. Since it is impossible to predict with certainty the timing and amount of funds required to establish profitability, we anticipate that we will need to raise additional funds through equity or debt offerings or otherwise in order to meet our expected future liquidity requirements. Any such financing that we undertake will likely be dilutive to existing stockholders.
In addition, we expect to also need additional funds to respond to business opportunities and challenges, including our ongoing operating expenses, protecting our intellectual property, developing or acquiring new lines of business and enhancing our operating infrastructure. While we may need to seek additional funding for such purposes, we may not be able to obtain financing on acceptable terms, or at all. In addition, the terms of our financings may be dilutive to, or otherwise adversely affect, holders of our common stock. We may also seek additional funds through arrangements with collaborators or other third parties. We may not be able to negotiate any such arrangements on acceptable terms, if at all. If we are unable to obtain additional funding on a timely basis, we may be required to curtail or terminate some or all of our product lines.
Critical Accounting Policies
The preparation of financial statements and related footnotes requires us to make judgments, estimates, and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.
An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements.
Financial Reporting Release No. 60 requires all companies to include a discussion of critical accounting policies or methods used in the preparation of financial statements. There are no critical policies or decisions that rely on judgments that are based on assumptions about matters that are highly uncertain at the time the estimate is made. Note 1 to the financial statements, included elsewhere in this report, includes a summary of the significant accounting policies and methods used in the preparation of our financial statements.
Emerging Growth Company - We qualify as an “emerging growth company” under the recently enacted Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, among other things, we will not be required to:
Have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
Submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency”
Obtain shareholder approval of any golden parachute payments not previously approved; and
Disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executives compensation to median employee compensation.
In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.
We will remain an “emerging growth company” until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion; (ii) the fifth anniversary of our first sale of common equity pursuant to an effective registration statement; (iii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that are held by non-affiliates exceeds $700 million as of the last business day of our most recently completed third fiscal quarter; or (iv) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
AMERICAN REBEL HOLDINGS, INC.
(formerly known as CubeScape, Inc.)
DECEMBER 31, 2019
Page
Report of Independent Registered Public Accounting Firms
Financial Statements for the years ended December 31, 2019 and December 31, 2018
Balance Sheets
Statements of Operations
Statement of Stockholders’ Equity (Deficit)
Statements of Cash Flows
Notes to the Financial Statements
Report of Independent Registered Public Accounting Firm
To the shareholders and the board of directors of American Rebel Holdings, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of American Rebel Holdings, Inc. (the "Company") as of December 31, 2019, the related statement of operations, stockholders' equity (deficit), and cash flows for the year then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s BF Borgers CPA PC
BF Borgers CPA PC
We have served as the Company's auditor since 2020
Lakewood, CO
May 14, 2020
PLS CPA, A PROFESSIONAL CORPORATION
t 4725 MERCURY ST. #210 t SAN DIEGO t CALIFORNIA 9111t
t TELEPHONE (858)722-5953 t FAX (858) 764-5480 t FAX (858) 433-2979
t E-MAIL changgpark@gmail.com t
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders
American Rebel Holdings, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of American Rebel Holdings, Inc. and its subsidiaries (the Company) as of December 31, 2018, the related consolidated statements of operations, changes in shareholders' deficit, and cash flows for the year then ended, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has not generated revenue sufficient to cover operating costs and further losses are anticipated. The Company requires additional funds to meet its obligations and the costs of its operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in this regard are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ PLS CPA, A Professional Corp.
PLS CPA, A Professional Corp.
We have served as the Company’s auditor since 2014.
April 5, 2019
San Diego, CA. 92111
AMERICAN REBEL HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
December 31,
December 31,
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
$
131,656
$
19,631
Accounts Receivable
228,890
Prepaid expense
542,800
117,300
Inventory
805,845
520,154
Inventory deposits
91,641
248,729
Total Current Assets
1,800,832
906,496
Property and Equipment, net
66,990
129,018
OTHER ASSETS:
Lease Deposit
6,841
6,841
Investment
-
-
Total Other Assets
6,841
6,841
TOTAL ASSETS
$
1,874,663
$
1,042,355
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable and accrued expense
$
684,126
$
319,623
Accrued Interest - Convertible Debenture - Related Party
303,860
171,786
Loan - Officer - Related party
4,496
16,588
Loan - Working Capital
3,595,561
1,165,787
Loans - Nonrelated parties
25,746
120,993
Total Current Liabilities
4,613,789
1,794,776
Convertible Debenture -Related party
207,890
117,890
TOTAL LIABILITIES
4,821,679
1,912,667
STOCKHOLDERS’ EQUITY (DEFICIT):
Preferred stock, $0.001 par value; 1,000,000 shares authorized; none issued or outstanding
-
-
Common stock, $0.001 par value; 100,000,000 shares authorized; 43,062,058 and 29,912,000 issued and outstanding, respectively at December 31, 2019 and December 31, 2018
43,062
29,912
Additional paid in capital
11,899,553
6,387,336
Accumulated deficit
(14,889,631)
(7,287,559)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)
(2,947,016)
(870,312)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
$
1,874,663
$
1,042,355
See Notes to Financial Statements.
AMERICAN REBEL HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the year ended
December 31, 2019
For the year ended
December 31, 2018
Revenue
$
535,109
$
131,274
Cost of goods sold
379,079
55,791
Gross margin
156,033
75,483
Expenses:
Consulting - business development
3,809,291
581,257
Product development costs
309,061
23,618
Marketing and brand development costs
632,522
714,096
Administrative and other
1,343,352
406,178
Depreciation expense
62,028
62,028
6,156,254
1,787,178
Operating income (loss)
(6,000,221)
(1,711,696)
Other Income (Expense)
Interest expense
(1,601,851)
(290,009)
Gain on sale of assets
-
-
Net income (loss) before income tax provision
(7,602,072)
(2,001,704)
Provision for income tax
-
-
Net income (loss)
$
(7,602,072)
$
(2,001,704)
Basic and diluted income (loss) per share
$
(0.25)
$
(0.07)
Weighted average common shares outstanding - basic and diluted
33,541,000
27,854,000
See Notes to Financial Statements.
AMERICAN REBEL HOLDINGS, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
See Notes to Financial Statements.
AMERICAN REBEL HOLDINGS, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended
December 31, 2019
For the year ended
December 31, 2018
CASH FLOW FROM OPERATING ACTIVITIES:
Net income (loss)
$
(7,602,072)
$
(2,001,704)
Depreciation
62,028
62,028
Compensation paid through issuance of common stock
3,486,500
344,983
Amortization of loan discount
2,014,784
47,890
Adjustments to reconcile net loss to cash (used in) operating activities:
Change in Accounts Receivable
(228,206)
(682)
Change in prepaid expenses
(425,500)
9,273
Change in inventory
(36,961)
(40,921)
Change in inventory deposits
(91,640)
(177,289)
Change in accounts payable and accrued expense
643,413
320,227
Net Cash (Used in) Operating Activities
(2,177,654)
(1,436,196)
CASH FLOW FROM INVESTING ACTIVITIES:
Property and equipment purchased
-
-
Net Cash (Used in) Operating Activities
-
-
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock
3,500
330,000
Proceeds (repayments) of loans - officer - related party
(12,092)
(65,293)
Proceeds of convertible debentures
-
270,000
Proceeds of working capital loan
2,474,560
975,000
Repayment of loans - nonrelated party
(175,328)
(124,678)
Net Cash Provided by Financing Activities
2,289,680
1,385,029
CHANGE IN CASH
112,026
51,167
CASH AT BEGINNING OF PERIOD
19,630
70,798
CASH AT END OF PERIOD
$
131,656
$
19,631
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for:
Interest
$
45,565
$
25,109
Income taxes
$
-
$
-
Non-cash investing and financing activities:
Conversion of Debentures to common stock
$
-
$
2,340,529
See Notes to Financial Statements.
AMERICAN REBEL HOLDINGS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2019
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
The “Company” was incorporated on December 15, 2014 (date of inception) under the laws of the State of Nevada, as CubeScape, Inc. Effective January 5, 2017, the Company amended its articles of incorporation and changed its name to American Rebel Holdings, Inc. The Company completed a business combination with its majority stockholder, American Rebel, Inc. on June 19, 2017. As a result, American Rebel, Inc. became a wholly owned subsidiary of the Company.
The acquisition of American Rebel, Inc. was accounted for as a reverse merger. The Company issued 17,421,000 shares of its common stock and issued warrants to purchase 500,000 shares of common stock to shareholders of American Rebel, Inc. and cancelled 9,000,000 shares of common stock owned by American Rebel, Inc.
The Company filed a registration statement on Form S-1 which was declared effective by the U.S. Securities and Exchange Commission on October 14, 2015. Twenty six (26) investors invested at a price of $0.01 per share for a total of $60,000. The direct public offering closed on December 11, 2015.
Nature of operations
The Company is developing branded products in the self-defense and patriotic product areas that are promoted and sold using personal appearance, music, internet and television avenues. The Company’s products will be under the American Rebel Brand and imprinted.
Principles of Consolidation
The Consolidated Financial Statements include the accounts of the Company and its majority-owned subsidiary. All significant intercompany accounts and transactions have been eliminated.
Year end
The Company’s year-end is December 31.
Cash and cash equivalents
For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value.
Inventory and Inventory Deposits
Inventory consists of safes, backpacks, jackets and accessories manufactured to our design and held for resale and are carried at the lower of cost (First-in, First-out Method) or market value. The Company determines the estimate for the reserve for slow moving or obsolete inventories by regularly evaluating individual inventory levels, projected sales and current economic conditions. The Company also makes deposit payments on inventory to be manufactured that are carried separately until the goods are received into inventory.
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.
AMERICAN REBEL HOLDINGS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2019
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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 $632,522 and $714,096 for the years ended December 31, 2019 and 2018, respectively.
Fair value of financial instruments
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2019 and December 31, 2018, respectively. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short-term in nature and their carrying amounts approximate fair values or they are payable on demand.
Level 1: The preferred inputs to valuation efforts are “quoted prices in active markets for identical assets or liabilities,” with the caveat that the reporting entity must have access to that market. Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets.
Level 2: FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations.
Level 3: If inputs from levels 1 and 2 are not available, the Financial Accounting Standards Board (the “FASB”) acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as “unobservable,” and limits their use by saying they “shall be used to measure fair value to the extent that observable inputs are not available.” This category allows “for situations in which there is little, if any, market activity for the asset or liability at the measurement date”. Earlier in the standard, FASB explains that “observable inputs” are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants.
Stock-based compensation
The Company records stock-based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expense related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.
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.
AMERICAN REBEL HOLDINGS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2019
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
In January 2018, the Company agreed to issue and subsequently issued a total of 500,000 shares of common stock as compensation for professional services to be performed during 2018. The common stock was valued at a price of $0.50 per share consistent with earlier sales of common stock by American Rebel, Inc. as well as the present conversion price of the Company’s convertible debentures. In January, 2018, the Company issued 300,000 shares of common stock as compensation in settlement of professional services billed at $180,000.
During January 2018, the Company recorded $157,483 in compensation expense, increased prepaid expense $31,251, and reduced Accrued expense $74,600 with the issuance of 466,667 shares of common stock. The common stock was valued at prices of $0.50 and $0.60 per share consistent with earlier sales of common stock by American Rebel, Inc. as well as the present conversion price of the Company’s convertible debentures and negotiation with a vendor.
During January 2019, the Company recorded $178,505 in compensation expense, increased prepaid expense $160,000, and increased Discount on debt $57,467 with the issuance of 400,000 shares of common stock and 175,000 warrants to purchase common stock. The common stock was valued at prices of $0.65 to $0.76 per share consistent with market prices at the date of the transaction.
During September 2019, the Company recorded $3,432,000 in compensation expense and increased Discount on debt $819,500 with the issuance of 11,000,000 shares of common stock and 50,000 warrants to purchase common stock. The common stock was valued at prices of $0.70 to $0.30 per share consistent with market prices at the dates of the transactions.
During October and November 2019, the Company recorded $330,000 in compensation expense and increased Discount on debt $86,000 with the issuance of 1,650,000 shares of common stock. The common stock was valued at prices of $0.22 to $0.30 per share consistent with market prices at the dates of the transactions.
Earnings per share
The Company follows ASC Topic 260 to account for earnings per share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.
Income taxes
The Company follows ASC Topic 740 for recording provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expense or benefit is based on the changes in the asset or liability for each period. If available evidence suggests that it is more likely than not that some portion or the entire deferred tax asset will not be realized, a valuation allowance is required to reduce the deferred tax asset to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income tax in the period of change.
Deferred income tax may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.
The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic 740 only allows the recognition of tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by taxing authorities. As of December 31, 2019 and December 31, 2018, the Company reviewed its tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore this standard has not had a material effect on the Company.
The Company does not anticipate any significant changes to its total unrecognized tax benefits within the next 12 months.
AMERICAN REBEL HOLDINGS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2019
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The Company classifies tax-related penalties and net interest as income tax expense. For the years ended December 31, 2019 and 2018, respectively, no income tax expense has been recorded.
Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates.
Recent pronouncements
The Company evaluated recent accounting pronouncements through December 31, 2019 and believes that none have a material effect on the Company’s financial statements except for the following.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The objective of ASU 2016-02 is to recognize lease assets and lease liabilities by lessees for those leases classified as operating leases under previous U.S. GAAP. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption of ASU 2016-02 is permitted. The Company is evaluating the effects adoption of this guidance will have on its consolidated financial statements.
In May 2017, the FASB issued ASU 2017-09, Stock Compensation (Topic 718)-Scope of Modification Accounting, to provide guidance on determining which changes to terms and conditions of share-based payment awards require an entity to apply modification accounting under Topic 718. The ASU is effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods. The Company is evaluating the effects adoption of this guidance will have on its consolidated financial statements.
In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260)-Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. The amendments in Part I of the ASU change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments in Part II recharacterize the indefinite deferral of certain provisions of Topic 480 with a scope exception and do not have an accounting effect. The ASU is effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods. The Company is evaluating the effects adoption of this guidance will have on its consolidated financial statements.
In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815)-Targeted Improvements to Accounting for Hedging Activities. The new guidance is intended to more closely align hedge accounting with entities’ hedging strategies, simplify the application of hedge accounting, and increase the transparency of hedging programs. The ASU is effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods. The Company is evaluating the effects adoption of this guidance will have on its consolidated financial statements.
Concentration Risk
In 2019, the Company purchased a substantial portion (over 20%) of inventory from two third-party vendors (98.2%). As of December 31, 2019, the net amount due to the vendors (accounts payable and accrued expense) was $221,920. In 2018, the Company purchased all of inventory from one third-party vendor (100.0%). As of December 31, 2018, the net amount due to the vendor (accounts payable and accrued expense) was $23,357. The loss of these manufacturing vendor relationships could have a material effect on the Company, but the Company believes there are numerous other suppliers that could be substituted should these suppliers become unavailable or non-competitive.
AMERICAN REBEL HOLDINGS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2019
NOTE 2 - GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. As noted above, the Company is in the development stage and, accordingly, has not yet generated significant revenues from operations. Since inception, the Company has been engaged in financing activities and executing its business plan of operations and incurring costs and expenses related to developing products and market identity, obtaining inventory and preparing for public product launch. As a result, the Company incurred net income (losses) for the years ended December 31, 2019 and 2018 of ($7,602,072) and ($2,001,704) , respectively. The Company’s accumulated deficit was ($14,889,631) as of December 31, 2019 and ($7,287,559) as of December 31, 2018. The Company’s working capital deficit was ($2,812,957) as of December 31, 2019 and a deficit of ($888,280) as of December 31, 2018. In addition, the Company’s development activities since inception have been sustained through equity and debt financing and the deferral of payments on accounts payable and other expenses.
The ability of the Company to continue as a going concern is dependent upon its ability to raise capital from the sale of its equity and, ultimately, the achievement of operating revenues. Management believes holders of its warrants will execute their outstanding warrants generating investment capital for the Company. Management is also in discussion with several investment banks and broker dealers regarding the initiation of a capital campaign.
Management believes sufficient funding can be secured through the obtaining of loans, as well as future offerings of its preferred and common stock to institutional and other financial sources. However, no assurance can be given that the Company will obtain this additional working capital, or if obtained, that such funding will not cause substantial dilution its stockholders. If the Company is unable to secure such additional funds from these sources, it may be forced to change or delay its business plan rollout.
These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.
NOTE 3- INVENTORY AND DEPOSITS
Inventory and deposits includes the following:
NOTE 4 - PROPERTY AND EQUIPMENT
Property and equipment includes the following:
For the years ended December 31, 2019 and 2018 we recognized $62,028 and $62,028 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.
AMERICAN REBEL HOLDINGS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2019
NOTE 5 -RELATED PARTY NOTE PAYABLE AND RELATED PARTY TRANSACTIONS
For the year ended December 31, 2016, the Company received loans from its sole officer and director at the time totaling $221,155. The balance at December 31, 2018 was $16,587. During the year ended December 31, 2019, the Company repaid $12,092 of these loans resulting in a balance at December 31, 2019 of $4,496. These loans are due on demand and carry no interest.
During the year ended December 31, 2018, the Company entered into several convertible debt instruments with stockholders in the amount of $270,000, for a total of $345,000. The Company accrued interest expense on this convertible debt of $115,214, for a total of $71,890 at December 31, 2019. Since public trading of the Company’s common stock began in 2018, the Company determined a Beneficial Conversion Discount of $270,000 applied to the 2018 sales the Convertible Debentures. The discount reduced the liability balance of the debentures to $0 when the debentures were issued and recorded the proceeds of the sale as Additional paid in Capital. The discount will be amortized over the three year term of the debentures. The discounted balance of the convertible debentures at December 31, 2019 was $207,890.
During the year ended December 31, 2018, holders of convertible debentures exercised their rights to convert the debt of $2,060,000 and accrued interest of $280,529 to 4,681,058 shares of common stock. Of the total amount borrowed under the convertible debt and exercise of warrants, $2,664,787 was loaned to American Rebel, Inc., the Company’s former majority stockholder and now the Company’s wholly owned subsidiary, as a working capital loan to pay its operating expenses including legal, accounting, product development, brand expansion, and marketing costs. The majority stockholder also used the proceeds of these loans to purchase inventory of its initial product launched during 2017. This loan is eliminated in consolidation.
During the year ended December 31, 2016, the Company acquired three vehicles from various related parties and assumed the debt secured by each one of the vehicles. Accordingly, the recorded value for each vehicle is the total debt assumed under each related loan, or a total of $277,886. (See Note 7 - Notes Payable.)
Charles A. Ross, Jr. serves as the Company’s CEO and director. Compensation for Mr. Ross was $200,000 and $200,000, respectively for the years ended December 31, 2019 and 2018. Mr. Ross received a grant of 1,000,000 shares of American Rebel, Inc. common stock, valued at $0.50 per share in June 2017, prior to the acquisition. These shares were part of the 6,500,000 shares that Mr. Ross exchanged for Company common stock in the acquisition of American Rebel, Inc. completed on June 19, 2017. . In September 2019, Mr. Ross received a grant of 2,725,000 shares of common stock, valued at $0.30 per share.
NOTE 6 - NOTES PAYABLE - NONRELATED PARTIES
Effective January 1, 2016, the Company acquired three vehicles from various related parties in exchange for the assumption of the liabilities related to those vehicles. The liabilities assumed are as follows at December 31, 2019 and December 31, 2018.
December 31, 2019
December 31, 2018
Loan secured by a tour bus, payable in monthly payments of $2,710 including interest at 12% per annum through July 2020 when the remaining balance is payable.
$
25,746
$
52,949
Loan secured by a promotional vehicle. Loan is past due, payments are made at irregular intervals and interest expense accrues at 3% per month until paid in full.
-
68,044
Total recorded as current liability
$
25,746
$
120,993
Current and long-term portion. Total loan balance is reported as current because loans are past due, become due within one year or are expected to be repaid within one year.
AMERICAN REBEL HOLDINGS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2019
NOTE 7 - NOTES PAYABLE - WORKING CAPITAL
On July 6, 2017, the Company’s wholly-owned operating subsidiary completed the sale of a secured promissory note in the principal amount of $250,000 with an interest rate of 12% per annum to a private investor, and current stockholder. In April, 2018 the Company’s wholly-owned operating subsidiary completed the sale of additional notes under similar terms in the additional principal amount totaling $250,000. In July, 2018 the Company’s wholly-owned operating subsidiary completed the sale of additional notes under similar terms in the additional principal amount totaling $300,000. In October and December, 2018 the Company’s wholly-owned operating subsidiary completed the sale of additional notes under similar terms in the additional principal amount totaling $425,000. The notes are secured by a pledge of certain of the Company’s current inventory and the chief executive officer’s personal guaranty. These working capital notes require payments equal to 75-100% of current sales of that specific secured inventory and mature in 180 days. In connection with the original note, the Company issued 250,000 shares of its common stock to the noteholder valued at $0.50 per share for a total of $125,000. The fair value of the common stock issued was recorded as a discount to the note payable and the discount was amortized over the term of that agreement to interest expense using the straight-line method that approximates the effective interest method.
During the year ending December 31, 2019, the Company and the Company’s wholly-owned operating subsidiary completed the sale of additional short term notes under similar terms in the additional principal amount totaling $3,104,441. The notes are secured by a pledge of certain of the Company’s current inventory and the chief executive officer’s personal guaranty. These short term working capital notes mature in 30-180 days. In connection with these notes, the Company issued 1,550,000 shares of its common stock, warrants to purchase 125,000 shares of its common stock and a conversion feature for 300,000 shares at $0.50 per share. The fair value of these share incentives was calculated to be $1,134,368. The fair value of the share incentives was recorded as a discount to the note payable and the discount was amortized over the term of those agreements to interest expense using the straight-line method that approximates the effective interest method. Interest expense recorded as a result of amortization of discount for the year ended December 31, 2019 is $1,068,784.
As of December 31, 2019, and 2018, the outstanding balance due on the working capital notes was $3,595,561 and $1,165,787, respectively.
NOTE 8- CONVERTIBLE DEBENTURE - RELATED PARTY
Since September 16, 2016, the Company sold convertible debentures in the amount of $2,405,000 in the form of 12% three-year convertible term notes. Interest is accrued at an annual rate of 12% and is payable in common stock at maturity. Both principal and interest may be converted into common stock at a price of $0.50 per share after the passage of 181 days. The Company may redeem the debenture at its option or force conversion after common stock trades at a price in excess of $1.00 per share for five days. The Holder may force redemption after the Company raises $3 million dollars in equity. The holders of the convertible debentures were issued three year warrants to purchase 2,405,000 shares of the Company’s common stock at $1.00 per share. As of December 31, 2018, the Company received $2,405,000 under this convertible debenture. In April and November, 2018, debentures with face value of $2,060,000 plus accrued interest of $280,529 were converted into 4,681,058 shares of common stock. As of December 31, 2018, the Company had a face value of $345,000 due under this convertible debenture.
The convertible debenture holder, based on its agreement, with maturities beginning September 16, 2019 has the option to convert their principal and interest into 690,000 (plus 60,980 for accrued interest) shares of common stock. The fair value of the embedded beneficial conversion feature resulted in a discount of $227,110 to the convertible debenture - related party at December 31, 2018 and a discount of $137,110 at December 31, 2019.
During the year ended December 31, 2018, the Company sold convertible debt instruments in the amount of $270,000. Since public trading of the Company’s common stock began in 2018, the Company determined a beneficial conversion discount of $270,000 applied to the 2018 sales the convertible debt instruments. The discount reduced the liability balance of the debentures to $0 when the debentures were issued and recorded the proceeds of the sale as Additional paid in Capital. The discount will be amortized over the three year term of the debentures. The discounted balance of the convertible debentures at December 31, 2019 was $207,890.
The Company analyzed the conversion option for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and fair value measurement under ASC 820 and determined that the beneficial conversion feature under the convertible debenture should be recorded as a discount to debt if market was more than the conversion feature.
AMERICAN REBEL HOLDINGS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2019
NOTE 8- CONVERTIBLE DEBENTURE - RELATED PARTY (CONTINUED)
The convertible debenture - related party is measured at fair value at the end of each reporting period or termination of the debenture agreement with the change in fair value recorded to earnings. The fair value of the embedded beneficial conversion feature did not result in a discount to the convertible debenture - related party. The discount if and when we have one will be amortized over the term of agreement or modification to the agreement to interest expense using the straight-line method that approximates the effective interest method.
The Company used the eight steps to determine fair value under ASC 820. (1) Identify the item to be valued and the unit of account. (2) Determine the principal or most advantageous market and the relevant market participants. (3) Select the valuation premise to be used for asset measurements. (4) Consider the risk assumptions applicable to liability measurements. (5) Identify available inputs. (6) Select the appropriate valuation technique(s). (7) Make the measurement. (8) Determine amounts to be recognized and information to be disclosed.
Fair value was determined by the market price of the Company’s publicly traded stock with no discount allowed. This was determined as of the effective date of the agreement entered convertible debenture - related party. The conversion price was then compared to fair value, determined by market price and the difference between the two multiplied by the number of shares that would be issued upon conversion. The Company has not had any market activity within its public market. Private transactions between willing buyers and willing sellers have ranged from $0.02 to $0.50 per share. These transactions were not conducted through a broker-dealer network. Since public trading of the common stock began in 2018, market price of the Company’s traded stock has ranged from $0.15 to $2.50 per share.
NOTE 9 - EMBEDDED DERIVATIVES - FINANCIAL INSTRUMENTS
Since September 2016 the Company entered into a financial instrument, which consists of a convertible debenture, containing a conversion feature. Generally financial instruments are convertible into shares of the Company’s common stock; at prices that are either marked to the volume weighted average price of the Company’s publicly traded stock or a static price determinative from each financial instrument agreement. These prices may be at a significant discount to market as determined overall by the volume weighted average price of the Company’s publicly traded common stock. The Company for all intent and purposes considers these discounts to be fair market value as would be determined in an arm’s length transaction with a willing buyer and the restrictive nature of the common stock issued, unless issued pursuant to a registration or some other registered shares with the SEC.
The Company accounts for the fair value of the conversion feature in accordance with ASC 815-15, Derivatives and Hedging; Embedded Derivatives, which requires the Company to bifurcate and separately account for the conversion features as an embedded derivative contained in the Company’s convertible debt and original issue discount notes payable. The Company is required to carry the embedded derivative on its balance sheet at fair value and account for any unrealized change in fair value as a component in its results of operations. The Company valued the embedded derivatives using eight steps to determine fair value under ASC 820. (1) Identify the item to be valued and the unit of account. (2) Determine the principal or most advantageous market and the relevant market participants. (3) Select the valuation premise to be used for asset measurements. (4) Consider the risk assumptions applicable to liability measurements. (5) Identify available inputs. (6) Select the appropriate valuation technique(s). (7) Make the measurement. (8) Determine amounts to be recognized and information to be disclosed.
The fair value of the conversion feature of the financial instrument as of December 31, 2018 was $0. The Company did not record any expense associated with the embedded derivatives at December 31, 2018. No embedded derivative expense was realized as there was no change in the conversion price. The conversion price for this financial instrument was $0.50 per share which is higher than market as there have been no sales of the Company’s common stock.
AMERICAN REBEL HOLDINGS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2019
NOTE 10 - INCOME TAXES
At December 31, 2019 and December 31, 2018, the Company had a net operating loss carryforward of $14,889,631 and $7,285,855, respectively, which begins to expire in 2034.
Components of net deferred tax asset, including a valuation allowance, are as follows:
December 31, 2019
December 31, 2018
Deferred tax asset:
Net operating loss carryforward
$
3,126,823
$
1,530,387
Total deferred tax asset
3,126,823
1,530,387
Less: Valuation allowance
(3,126,823)
(1,530,387)
Net deferred tax asset
$
-
$
-
Valuation allowance for deferred tax assets as of December 31, 2019 and December 31, 2018 was $3,126,823and $1,530,387, respectively. In assessing the recovery of the deferred tax asset, management considers whether it is more likely than not that some portion or the entire deferred tax asset will not be realized. The ultimate realization of the deferred tax asset is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not deferred tax assets will not be realized as of December 31, 2019 and December 31, 2018 and recognized 100% valuation allowance for each period.
Reconciliation between statutory rate and the effective tax rate for and as of December 31, 2019 and 2018:
Federal statutory rate
(21.00)%
State taxes, net of federal benefit
(0.00)%
Change in valuation allowance
21.00%
Effective tax rate
0.00%
NOTE 11 - SHARE CAPITAL
The Company is authorized to issue 100,000,000 shares of its $0.001 par value common stock and 1,000,000 shares of its $0.001 par value preferred stock.
Common stock
On December 15, 2014, the Company issued to its founder, then an officer and director of the Company, 6,000,000 shares of its $0.001 par value common stock at a price of $0.001 per share for services provided upon organization. The services were valued at $6,000.
On January 15, 2015, the Company issued to its founder 3,000,000 shares of its $0.001 par value common stock at a price of $0.008 per share for certain intangible assets and tangible assets (see Note 3 - Intangible Assets). Mr. David Estus, then our sole officer and director, incurred more than $50,000 in developing or acquiring the intangible and tangible assets for which the Company valued at $24,000.
The Company filed a registration statement on Form S-1 which was declared effective by the U.S. Securities and Exchange Commission on October 14, 2015. The Form S-1 allowed the Company to solicit investors for investment in a direct public offering of $60,000. Twenty six (26) investors invested at a price of $0.01 per share for the entire offering which closed on December 11, 2015.
The Company issued 17,421,000 shares of its common stock and issued warrants to purchase 500,000 shares of common stock to shareholders of American Rebel, Inc. and cancelled 9,000,000 shares of common stock owned by American Rebel, Inc. to complete the acquisition of American Rebel, Inc. which was accounted for as a reverse merger.
AMERICAN REBEL HOLDINGS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2019
NOTE 11 - SHARE CAPITAL(CONTINUED)
During June 2017, prior to the merger, American Rebel, Inc issued 2,800,000 shares of common stock as compensation and recorded an expense based on fair market value of $0.50 per share for a total expense of $1,400,000. On June 19, 2017, in connection with the merger and acquisition of the subsidiary, the Company exchanged 17,421,000 shares of common stock with stockholders of American Rebel, Inc. and cancelled 9,000,000 shares of common stock held by American Rebel, Inc. American Rebel, Inc. became a wholly owned subsidiary of the Company upon completion of the exchange.
On July 6, 2017, the Company’s wholly-owned operating subsidiary completed the sale of a secured promissory note in the principal amount of $250,000 with an interest rate of 12% per annum to a private investor, and current stockholder. The note is secured by a pledge of all of the Company’s current inventory and the chief executive officer’s personal guaranty. This working capital note requires payments equal to 75% of current sales and matures in 180 days. In connection with this note, the Company issued 250,000 shares of its common stock to the noteholder.
On August 6, 2017, the Company’s wholly-owned subsidiary completed an agreement to acquire a right to a trade show booth location early in 2018. In connection with this acquisition, the Company issued 100,000 shares of its common stock to the seller.
In January 2018, the Company’s wholly owned subsidiary completed an agreement to acquire professional services during 2018 in exchange for 500,000 shares of the Company’s common stock. The common stock is to be issued in three stages, 166,667 shares in January 2018, 166,667 shares in May 2018 and the remainder in September 2018. The shares were valued at $.50 per share consistent with valuation of other share issues.
In January 2018, the Company issued 300,000 shares of common stock to settle a liability for professional services billed in the amount of $180,000.
In January 2019, the Company issued a 30 day warrant to purchase 250,000 shares of its common stock at a price of $0.01 per share to pay consulting fees. Total fair value of $160,000 was recorded as an expense of $160,000 at June 30, 2019. The warrants were exercised and 250,000 shares of common stock were issued.
In January 2019, the Company’s wholly-owned operating subsidiary completed the sale of a secured promissory note in the principal amount of $300,000 with an interest rate of 16.66% per annum to a private investor. The note is secured by a pledge of all of the Company’s current inventory and the chief executive officer’s personal guaranty. This working capital note matures in 120 days. In connection with this note, the Company issued 100,000 shares of its common stock to the note holder.
In May 2019, the Company identified 50,000 shares of common stock in its subsidiary that had been awarded at date of incorporation but not recorded by the Company. The share count was corrected to include these shares valued at Par value of $0.001.
In September 2019, the Company issued 1,400,000 shares of its common stock in conjunction with notes payable and recorded loan discount of $812,000 based on fair market value of $0.30 and $0.95 per share. Of the loan discount recorded, the amount that had been amortized to interest expense at September 30, 2019 was $228,460.
In September 2019, the Company issued 9,700,000 shares of its common stock to pay professional and consulting fees and recorded an expense based on fair market value of $0.30 and $0.95 per share for a total expense of $3,432,000, and recorded prepaid expense of $675,750.
In November 2019, the Company issued 150,000 shares of its common stock in conjunction with notes payable and recorded loan discount of $86,000 based on fair market value of $0.30 and $0.22 per share. Of the loan discount recorded, the amount that had been amortized to interest expense at December 31, 2019 was $25,744.
In December 2019, the Company issued 1,500,000 shares of its common stock to pay professional and consulting fees and recorded an expense based on fair market value of $0.22 per share for a total expense of $330,000.
At December 31, 2019 and December 31, 2018, there were 43,062,058 and 29,912,000 shares of common stock issued and outstanding, respectively.
AMERICAN REBEL HOLDINGS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2019
NOTE 12 - WARRANTS AND OPTIONS
Since September 16, 2016, in connection with the convertible debenture -related party (see Note 8 - Convertible Debenture - Related Party) the Company issued three-year warrants to purchase 2,405,000 shares of the Company’s common stock at $1.00 per share. In conjunction with the conversion of convertible debt at April 30, 2018, the Company agreed to reduce the exercise price of the Warrants to $.50 per share. Warrants to purchase 250,000 shares of common stock were exercised generating proceeds of $3,500 during 2018.
On June 19, 2017, the Company issued five-year warrants to purchase 500,000 shares of the Company’s common stock at $0.50 per share as compensation.
As of December 31, 2018, there were 2,245,000 warrants issued and outstanding. As of December 31, 2019, there were 2,420,000 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 December 31, 2018. The warrants do not trade in a highly active securities market, and as such, the Company estimated the fair value of these common stock equivalents using Black-Scholes and the following assumptions:
Expected volatility was based primarily on historical volatility. Historical volatility was computed using daily pricing observations for recent periods. The Company’s common stock has not traded so the volatility computation was based on other similarly situated companies. The Company believes this method produced an estimate that was representative of the Company’s expectations of future volatility over the expected term which due to their maturity period as expiry, it was three years. The Company had no reason to believe future volatility over the expected remaining life of these common stock equivalents was likely to differ materially from historical volatility. Expected life was based on three years due to the expiry of maturity. The risk-free rate was based on the U.S. Treasury rate that corresponded to the expected term of the common stock equivalents.
December 31, 2019
December 31, 2018
Stock Price
$
0.285
$
1.00
Exercise Price
$
$
1.00
Term (expected in years)
3.00
Volatility
262.40%
163.00%
Annual Rate of Dividends
0.00%
0.00%
Risk-Free Rate
1.92%
2.69%
Stock Purchase Warrant
The following table summarizes all warrant activity for the years ended December 31, 2018 and 2017.
Shares
Weighted-Average Exercise Price Per Share
Remaining term
Intrinsic value
Outstanding, December 31, 2017
2,635,000
$
$0.52
.85 years
-
Granted
270,000
$
$1.00
1.98 years
-
Exercised
660,000
$
$0.50
-
-
Expired
-
-
-
-
Outstanding and Exercisable at December 31, 2018
2,245,000
$
$0.57
1.05 years
-
Granted
425,000
$
$0.41
1.34 years
-
Exercised
250,000
$
$0.01
-
-
Expired
-
-
-
-
Outstanding and Exercisable at December 31, 2019
2,420,000
$0.61
0.73 years
-
AMERICAN REBEL HOLDINGS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2019
NOTE 13 - COMMITMENTS AND CONTINGENCIES
Rental Payments under Non-cancelable Operating Leases
The Company has a lease for warehouse and shipping space in Lenexa, Kansas which expires in January 2021. The following is a schedule, by year, of the future minimum rental payments under the lease:
Year ended
December 31,
$
121,992
$
15,249
Total
$
137,241
Rent costs totaled approximately $121,992 and $97,166 for years ended December 31, 2019 and 2018, respectively.
NOTE 14 - SUBSEQUENT EVENTS
The Company evaluated all events that occurred after the balance sheet date of December 31, 2019 through the date the financial statements were issued and determined that there were the following subsequent events.
Subsequent to December 31, 2019, the Company refinanced a note that was due on January 1, 2020. The refinanced note specifies 12 equal monthly payments of $18,750 beginning on February 14, 2020, and continuing through January 14, 2021.
Subsequent to December 31, 2019, the Company received a loan for $150,000. The note accrues interest at the rate of 18% per annum.
Subsequent to December 31, 2019, the Company refinanced the principal of a note that matured on January 15, 2020. The refinanced note is dated February 20, 2020, and it accrues interest at 18% per annum.
Subsequent to December 31, 2019, the Company converted the outstanding principal and interest of a note maturing on February 29, 2020. The conversion occurred on March 6, 2020, at $.10 per share of common stock for a total of 2,000,000 shares.
Subsequent to December 31, 2019, the Company converted the outstanding principal and interest of a note maturing on March 5, 2020. The conversion occurred on March 6, 2020, at $.10 per share of common stock for a total of 2,000,000 shares.
Subsequent to December 31, 2019, the Company converted the outstanding principal and interest of a note maturing on August 20, 2020. The conversion occurred on March 6, 2020, at $.10 per share of common stock for a total of 2,000,000 shares.
Subsequent to December 31, 2019, the Company received a loan for $200,000, dated March 6, 2020, and maturing July 6, 2020, and accruing interest at 12% per annum. A component of the note issued 1,000,000 shares of common stock to the note holder.
Subsequent to December 31, 2019, the Company converted the outstanding principal and interest of a note maturing on March 13, 2020. The conversion occurred on March 18,2020, at $.10 per share of common stock for a total of 1,000,000 shares.
Subsequent to December 31, 2019, the Company converted the outstanding principal and interest of a note maturing on March 13, 2020. The conversion occurred on March 16, 2020, at $.10 per share of common stock for a total of 2,000,000 shares.
Subsequent to December 31, 2019, the Company refinanced the outstanding principal of a note maturing on March 23, 2020. The refinanced note is dated March 11, 2020 and accrues interest at 18%.
Subsequent to December 31, 2019, the Company converted the outstanding principal and interest of a note maturing on August 18, 2020. The conversion occurred on March 19, 2020, at $.10 per share of common stock for a total of 2,000,000 shares.
Subsequent to December 31, 2019, the Company received a loan for $300,000, dated March 26, 2020, and maturing March 26, 2021, and accruing interest at 6% per annum. A component of the note issued 3,000,000 shares of common stock to the note holder.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
We have had no disagreements with accountants on accounting and financial disclosure.
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's Exchange Act reports is recorded, processed, summarized and reported within the time communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 13a-15(e). The Company's disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching the Company's desired disclosure control objectives. In designing periods specified in the SEC's rules and forms, and that such information is accumulated and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The Company's certifying officer, Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer, has concluded that the Company's disclosure controls and procedures are effective in reaching that level of assurance.
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 as to continue to improve the effectiveness of our internal controls and financial disclosure controls.
Management's Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria set forth in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on this evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2019.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. As we are a non-accelerated filer, management's report is not subject to attestation by our registered public accounting firm.
This report shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section , and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Limitations on the Effectiveness of Controls
Management has confidence in its internal controls and procedures. The Company’s management believes that a control system, no matter how well designed and operated can provide only reasonable assurance and cannot provide absolute assurance that the objectives of the internal control system are met, and no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Further, the design of an internal control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitation in all internal control systems, no evaluation of controls can provide absolute assurance that all control issuers and instances of fraud, if any, within the Company have been detected.
Changes in Internal Controls
There were no changes in the Company’s internal controls over financial reporting that occurred during the quarter ended December 31, 2019 that have 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.
ITEM 9B.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Directors and Executive Officers
The following table sets forth certain information regarding the executive officer and director of American Rebel Holdings, Inc. as of December 31, 2019.
All directors of the Company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. Officers of the Company are appointed by our Board and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:
Name
Positions Held with the Company
Age
Date First Elected or Appointed
Charles A. Ross, Jr.
CEO, principal executive officer, treasurer, chairman, principal financial officer and principal accounting office
June 9, 2016
Doug E. Grau
President
February 12, 2020
Corey Lambrecht
Outside Director
February 12, 2020
Charles A. Ross, Jr., Chairman, CEO, CFO
Mr. Ross is currently the Company’s CEO, CFO, and Chairman of the Company’s Board of Directors. He has held these positions since June 20, 2016. He is responsible for all duties required of a corporate officer and the development of the business. From December 15, 2014 through the present, Mr. Ross has served as the sole officer and director in the respective capacities of CEO, CFO, and Chairman of the Board of Directors of American Rebel, Inc. American Rebel, Inc. has developed a product line of concealed carry products that officially launch at the 2017 NRA Convention April 27 - 30 in Atlanta, GA. Prior to founding American Rebel, Inc. Mr. Ross founded many companies including Digital Ally, Inc., which he established in 2004. In addition to his entrepreneurial accomplishments, Mr. Ross served as host for ten years of his own television show, Maximum Archery, where he bow hunted all over the world including traditional hunts and some of the world’s most dangerous game. Maximum Archery evolved into his new show, American Rebel, which features Mr. Ross’s music, patriotism, his support of the 2nd Amendment and celebrates the “American Rebel Spirit” in all of us. Mr. Ross has released three CDs and the current single off his third CD, Time to Fight, is a duet with country supergroup Little Texas entitled “Back on the Backroads.” “Back on the Backroads” has received airplay on radio stations across the United States and internationally. Previous singles released by Mr. Ross include “Cold Dead Hand,” “Rebel,” and “What We Do For Fun Around Here.”
Doug E. Grau, President
Mr. Grau has produced CEO Andy Ross’s three CDs and has worked with Andy in various capacities for eleven years. Mr. Grau worked as an executive at Warner Bros. Records in Nashville for fifteen years, developing the talents of Travis Tritt, Little Texas, David Ball, Jeff Foxworthy, Bill Engvall, Larry the Cable Guy, Ron White, and others. Mr. Grau graduated from Belmont University in Nashville, TN in 1985 with a Bachelor’s degree in Business Administration.
Corey Lambrecht, Outside Director
Mr. Lambrecht is a 20+ year public company executive with broad experience in strategic acquisitions, corporate turnarounds, new business development, pioneering consumer products, corporate licensing, interactive technology services in addition to holding public company executive roles with responsibilities including day-to-day business operations, management, raising capital, board communication and investor relations. He is a Certified Director from the UCLA Anderson Graduate School of Management accredited Directors program. Since 2007 he has been a Director of CUI Global, Inc. (NASDAQ: CUI) and has served multiple terms on the Audit Committee and currently serves as the Compensation Committee Chairman. Mr. Lambrecht served on the Board of ORHub, Inc. (OTC: ORHB) from July 2016 through December 2019. On January 17, 2020, Mr. Lambrecht was appointed to serve as the Chief Financial Officer for Singlepoint Inc. (OTC: SING) and he previously served as a Board Member for Lifestyle Wireless, Inc. which, in 2012 merged into Singlepoint. In December 2011 he joined the Board of Guardian 8 Holdings, a leading non-lethal security product company, serving until early 2016. He most recently served as the President and Chief Operating Officer at Earth911 Inc., a subsidiary of Infinity Resources Holdings Company (OTC: IRHC) from January 2010 to July 2013.
Term of Office
Each director is elected by the Board and serves until his or her successor is elected and qualified, unless he or she resigns or is removed earlier. Each of our officers is elected by the Board to a term of one (1) year and serves until his or her successor is duly elected and qualified, or until he or she is earlier removed from office or resigns.
Family Relationships
There are no family relationships between or among any of our directors, executive officers and incoming directors or executive officers.
Involvement in Certain Legal Proceedings
No director, executive officer, significant employee or control person of the Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.
Committees of the Board
Our Board held no formal meetings in the prior fiscal year. All proceedings of the Board were conducted by resolutions consented to in writing by the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada Revised Statutes and the bylaws of our Company, as valid and effective as if they had been passed at a meeting of the directors duly called and held. We do not presently have a policy regarding director attendance at meetings.
We do not currently have a standing nominating or compensation committee of the Board, or any committee performing similar functions. Our Board performs the functions of nominating and compensation committees.
Audit Committee
Our Board has not established an audit committee within the meaning of Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Instead, the entire Board acts as the audit committee within the meaning of Section 3(a)(58)(B) of the Exchange Act and will continue to do so until such time as a separate audit committee has been established.
Audit Committee Financial Expert
We currently have not designated anyone as an “audit committee financial expert,” as defined in Item 407(d)(5) of Regulation S-K as we have not yet created an audit committee of the Board.
Code of Ethics
We adopted a Code of Ethics (the “Code”) that applies to directors, officers and employees, including our chief executive officer and chief financial officer. A written copy of the Code is available upon written request to the Company.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings.
Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that none of our officers, directors and greater than 10% percent beneficial owners complied with all applicable filing requirements.
Nominations to the Board of Directors
Our directors take a critical role in guiding our strategic direction and oversee the management of the Company. Board candidates are considered based upon various criteria, such as their broad-based business and professional skills and experiences, a global business and social perspective, concern for the long-term interests of the stockholders, diversity, and personal integrity and judgment.
In addition, directors must have time available to devote to Board activities and to enhance their knowledge in the growing business. Accordingly, we seek to attract and retain highly qualified directors who have sufficient time to attend to their substantial duties and responsibilities to the Company.
Director Nominations
As of December 31, 2019, we did not make any material changes to the procedures by which our shareholders may recommend nominees to our Board.
Board Leadership Structure and Role on Risk Oversight
Mr. Ross currently serves as our principal executive officer and director of the Company. We have determined this leadership structure was duly appropriate for us because of our small size, limited operations and resources. The Board will continue to evaluate our leadership structure and modify as deemed appropriate based on size, resources and operations of the Company. It is anticipated that our Board will establish procedures and guidelines to determine an appropriate role for members of the Board in risk oversight function of the Company.
Compensation Committee Interlocks and Insider Participation
No interlocking relationship exists between our Board and the board or compensation committee of any other company, nor has any interlocking relationship existed in the past.
Employment Arrangements
None of our officers, directors, or employees are party to employment agreements with the Company, except for what has been reported in our registration statement on Form S-1. The Company has no pension, health, annuity, bonus, insurance profit sharing or similar benefit plans; however, the Company may adopt such plans in the future. There are no personal benefits available for directors, officers or employees of the Company.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
General Philosophy
Our Board is solely responsible for establishing and administering our executive and director compensation plans, if any.
Executive Compensation
The following table sets forth the salaries and director fees we paid to our current and former executive officer(s) during the fiscal year ended December 31, 2019 and 2018, respectively:
(1) The Company has no formal employment arrangement with Mr. Ross for services. Mr. Ross’ compensation is not based on any percentage calculations. Mr. Ross makes all decisions determining the amount and timing of payment for his compensation.
Grants of Plan-Based Awards Table
None of the named executive officers received any grants of stock, option awards or other plan-based awards during the fiscal years ended December 31, 2019 and December 31, 2018.
Options Exercised and Stock Vested Table
None of the named executive officers exercised any stock options, nor were there any restricted stock units held by our named executive officers vested, during the fiscal years ended December 31, 2018 and December 31, 2017.
Outstanding Equity Awards at Fiscal Year-end Table
None of the named executive officers held any unexercised options and unvested stock awards previously awarded as of December 31, 2019.
Potential Payments upon Termination or Change-in-Control
SEC regulations state that we must disclose information regarding agreements, plans or arrangements that provide for payments or benefits to our executive officers in connection with any termination of employment or change in control of the company. We currently have no employment agreements with any of our executive officers, nor any compensatory plans or arrangements resulting from the resignation, retirement or any other termination of any of our executive officers, from a change-in-control, or from a change in any executive officer’s responsibilities following a change-in-control. As a result, we have omitted this table.
Compensation of Directors
We have no standard arrangement to compensate directors for their services in their capacity as directors. Directors are not paid for meetings attended. However, we intend to review and consider future proposals regarding board compensation. All travel and lodging expenses associated with corporate matters are reimbursed by us, if and when incurred.
The following table sets forth compensation paid to our non-executive (and executive) directors for the fiscal year ended December 31, 2019.
Name
Fees Earned or Paid in Cash
Stock Awards
Option Awards
Non-Equity Incentive Plan Compensation
Nonqualified Deferred Compensation Earnings
All Other Compensation
Total
Charles A. Ross, Jr.
$
-
$
-
$
-
$
-
$
-
$
-
$
-
Pension Table
None.
Retirement Plans
We do not offer any annuity, pension, or retirement benefits to be paid to any of our officers, directors, or employees in the event of retirement. There are also no compensatory plans or arrangements with respect to any individual named above which results or will result from the resignation, retirement, or any other termination of employment with our Company, or from a change in the control of our Company.
Compensation Committee
We do not have a separate compensation committee. Instead, our Board reviews and approves executive compensation policies and practices, reviews salaries and bonuses for other officers, administers our stock option plans and other benefit plans, if any, and considers other matters that may be brought forth to it.
Risk Management Considerations
We believe that our compensation policies and practices for our employees, including our executive officers, do not create risks that are reasonably likely to have a material adverse effect on our Company.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Long-Term Incentive Plans and Awards
We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance. No individual grants or agreements regarding future payouts under non-stock price-based plans have been made to any executive officer or any director or any employee or consultant since our inception; accordingly, no future payouts under non-stock price-based plans or agreement s have been granted or entered into or exercised by our officer or director or employees or consultants since we were founded.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the number of shares of our Common Stock owned beneficially as of May 12, 2020, by: (i) our director; (ii) our named executive officer; and (iii) each person or group known by us to beneficially own more than 5% of our outstanding shares of common stock. Unless otherwise indicated, the shareholders listed below possess sole voting and investment power with respect to the shares they own.
Name and Address of Beneficial Owner(1)
Amount and
Nature of
Beneficial
Ownership
Percentage
of
Common Stock
Outstanding
Charles A. Ross, Jr.(2)
9,075,000
19.40%
Douglas Grau (3)
5,000,000
10.70%
Corey Lambrecht
500,000
1.10%
Directors and executive officers as a group (3 Persons)
14,575,000
31.20%
(1) Unless otherwise noted above, the address of the persons and entities listed in the table is c/o American Rebel Holdings, Inc., 718 Thompson Lane, Suite 108-199, Nashville, Tennessee 37204.
(2) Chairman, President, Chief Executive Officer and Director. As part of the share exchange which occurred on June 16, 2017 Mr. Charles A. Ross, Jr. received 6,500,000 shares of the Company. Mr. Ross received a grant of 1,000,000 shares of Rebel common stock on June 15, 2017 prior to the Exchange. Mr. Ross was a greater than 10% stockholder of Rebel prior to the share exchange. Mr. Ross received a grant of 2,725,000 shares of common stock on September 30, 2019 Mr. Ross claims beneficial ownership of 9,075,000 shares of the Company’s common stock.
(3) As part of the share exchange which occurred on June 16, 2017 Douglas Grau received 2,000,000 shares of the Company. Mr. Grau received a grant of 500,000 shares of Rebel common stock on June 15, 2017 prior to the Exchange. Mr. Grau was a greater than 10% stockholder of Rebel prior to the share exchange. Mr. Grau received a grant of 3,000,000 shares of Rebel common stock on September 30, 2019. Mr. Grau claims beneficial ownership of 5,000,000 shares of the Company’s common stock.
Securities Authorized for Issuance under Equity Compensation Plans
None.
Non-Cumulative Voting
The holders of our shares of common stock do not have cumulative voting rights, which means that the holders of more than 50% of such outstanding shares, voting for the election of Directors, can elect all of the Directors to be elected, if they so choose. In such event, the holders of the remaining shares will not be able to elect any of our Directors.
Transfer Agent
The Transfer Agent for our common stock is Action Stock Transfer Corporation, 2469 E. Fort Union Blvd, Suite 214, Salt Lake City, Utah 84121. Its telephone number is (801) 274-1088.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
Our office and mailing address was 1854 Oxford Avenue, Cardiff-by-the-Sea, California 92007. This space was provided to us by Mr. Estus. Mr. Estus charged us $500 per month and paid for all utilities and other maintenance costs for the facilities. There was no written lease agreement. The arrangement ended in June 2016 and Mr. Estus forgave the accrued and unpaid rent. We presently are provided office space by our majority shareholder, American Rebel, Inc. at no charge.
Mr. Estus developed our business plan, the foundation for our internal-use software to be used to support our design portal, which we will continue to develop and improve upon. Mr. Estus received 3,000,000 shares of our common stock for selling certain tangible and intangible assets to us. The value of the assets purchased was $24,000, which is far less than the total cost incurred by Mr. Estus.
During September and October 2016 the Company made net loans totaling $584,187 to American Rebel, Inc., its control shareholder, a related party. American Rebel, Inc owned sixty percent (60%) of the outstanding common stock of the Company. The loans are not interest bearing and are payable on demand. During 2017 the Company increased the amount of these loans to $2,078,787. The Company acquired American Rebel Inc in a reverse merger transaction in June 2017. These loan balances are eliminated in consolidation at December 31, 2017.
During September and October 2016, the Company entered into a convertible debt instrument with ABA Rebels, LLC, a shareholder of its majority shareholder in the amount of $600,000. Of this amount, $584,187 was then loaned to the Company’s largest shareholder as working capital to pay its operating expenses including legal, accounting, product development, brand expansion, and marketing costs. The majority shareholder also used the proceeds of these loans to purchase inventory for its product launch planned for the second quarter of 2017. Subsequent to yearend, the Company has issued Convertible debt under the same terms to obtain an additional $325,000, of which substantially all has been loaned to American Rebel, Inc., its majority shareholder. During 2017 the Company increased the amount of these convertible debt instruments to $2,135,000. The Company acquired American Rebel Inc in a reverse merger transaction in June 2017.
Other than the foregoing, none of the directors or executive officers of the Company, nor any person who owned of record or was known to own beneficially more than 5% of the Company’s outstanding shares of its Common Stock, nor any associate or affiliate of such persons or companies, has any material interest, direct or indirect, in any transaction that has occurred during the past fiscal year, or in any proposed transaction, which has materially affected or will affect the Company.
Review, Approval or Ratification of Transactions with Related Persons
Although we adopted a Code of Ethics, we still rely on our Board to review related party transactions on an ongoing basis to prevent conflicts of interest. Our Board reviews a transaction in light of the affiliations of the director, officer or employee and the affiliations of such person’s immediate family. Transactions are presented to our Board for approval before they are entered into or, if this is not possible, for ratification after the transaction has occurred. If our Board finds that a conflict of interest exists, then it will determine the appropriate remedial action, if any. Our Board approves or ratifies a transaction if it determines that the transaction is consistent with the best interests of the Company.
Director Independence
For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2). The OTCBB and the OTCQB do not have any director independence requirements. The NASDAQ definition of “Independent Officer” means a person other than an Executive Officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company's Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
According to the NASDAQ definition, Mr. Charles A. Ross, Jr. is not an independent director because he currently holds the title of officer in the Company.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table presents the fees for professional audit services rendered by PLS CPA, a professional corporation (“PLS CPA’s”) for the audit of the Company’s annual financial statements for the fiscal year ended December 31, 2019 and December 31, 2018 and fees billed for other services rendered by PLS CPA’s during those periods. All services reflected in the following fee table for 2019 and 2018 were pre-approved, respectively, in accordance with the policy of the Board.
December 31,
December 31,
Audit fees (1)
$
37,000
$
43,000
Audit-related fees
-
-
Tax fees
-
-
All other fees
-
-
Total Fees
$
37,000
$
43,000
Notes:
(1) Audit fees consist of audit and review services, consent and review of documents filed with the SEC. For fiscal year ended December 31, 2019 and December 31, 2018.
In its capacity, the Board pre-approves all audit (including audit-related) and permitted non-audit services to be performed by the independent auditors. The Board will annually approve the scope and fee estimates for the year-end audit to be performed by the Company’s independent auditors for the fiscal year. With respect to other permitted services, the Board pre-approves specific engagements, projects and categories of services on a fiscal year basis, subject to individual project and annual maximums. To date, the Company has not engaged its auditors to perform any non-audit related services.
PART IV
ITEM 15.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following documents are filed as part of this Annual Report on Form 10-K
(a)Financial Statements
Page
Report of Independent Registered Public Accounting Firm
Balance Sheets
Statements of Operations
Statement of Stockholders’ Equity (Deficit)
Statements of Cash Flows
Notes to the Financial Statements
(b)Exhibits
* Filed with initial filing of the Company’s registration statement on Form S-1, August 4, 2015.
# Filed herewith.
** The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
AMERICAN REBEL HOLDINGS, INC.
(Registrant)
Date: May 14, 2020
By:
/s/ Charles A. Ross
Charles A. Ross
Chairman, President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signatures
Title(s)
Date
/s/ Charles A. Ross
Charles A. Ross
Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
May 14, 2020