American Rebel Holdings Inc. Files 10-Q for Q3 2024

Ticker: AREBW · Form: 10-Q · Filed: Feb 7, 2025 · CIK: 1648087

Sentiment: neutral

Topics: 10-Q, financials, reporting

TL;DR

American Rebel Holdings filed its Q3 2024 10-Q. Financials are in.

AI Summary

American Rebel Holdings Inc. filed a 10-Q for the period ending September 30, 2024. The filing details financial information for the company, including its business address in Brentwood, TN, and its fiscal year end of December 31. The company was formerly known as Cubescape Inc. before a name change on July 14, 2015.

Why It Matters

This filing provides investors with an update on American Rebel Holdings Inc.'s financial performance and position as of the third quarter of 2024.

Risk Assessment

Risk Level: medium — As a publicly traded company filing regular reports, there's inherent risk, but the filing itself is standard procedure.

Key Numbers

Key Players & Entities

FAQ

What is the primary business of American Rebel Holdings Inc.?

The filing lists the Standard Industrial Classification as MISCELLANEOUS FABRICATED METAL PRODUCTS [3490], suggesting a focus on fabricated metal products.

When was the company formerly known as Cubescape Inc.?

The company changed its name from Cubescape Inc. on July 14, 2015.

What is the company's business address?

The business address is 5115 Maryland Way, Ste. 303, Brentwood, TN 37027.

What period does this 10-Q filing cover?

This 10-Q filing covers the period ending September 30, 2024.

What is the SEC file number for American Rebel Holdings Inc.?

The SEC file number is 001-41267.

Filing Stats: 4,505 words · 18 min read · ~15 pages · Grade level 15.4 · Accepted 2025-02-07 16:25:54

Filing Documents

FINANCIAL INFORMATION

PART I. FINANCIAL INFORMATION 3 Item 1. Interim Condensed Consolidated Financial Statements (Unaudited) 3 Condensed Consolidated Balance Sheets of American Rebel Holdings, Inc. at September 30, 2024 (Unaudited) and December 31, 2023 (Audited) 3 Condensed Consolidated Statements of Operations of American Rebel Holdings, Inc. for the Three and Nine Months Ended September 30, 2024 and 2023 (Unaudited) 4 Condensed Consolidated Statements of Stockholders Equity (Deficit) of American Rebel Holdings, Inc. for the Three and Nine Months Ended September 30, 2024 and 2023 (Unaudited) 5 Condensed Consolidated Statements of Cash Flows of American Rebel Holdings, Inc. for the Nine Months Ended September 30, 2024 and 2023 (Unaudited) 7 Notes to the Condensed Financial Statements (Unaudited) 8 Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 25 Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 38 Item 4.

Controls and Procedures

Controls and Procedures 38

OTHER INFORMATION

PART II. OTHER INFORMATION 39 Item 1.

Legal Proceedings

Legal Proceedings 39 Item 1A.

Risk Factors

Risk Factors 39 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 43 Item 3. Defaults Upon Senior Securities 45 Item 4. Mine Safety Disclosure 47 Item 5. Other Information 47 Item 6. Exhibits 48

Signatures

Signatures 51 2 Part I. Financial Information Item 1.- Interim Condensed Consolidated Financial Statements (Unaudited) AMERICAN REBEL HOLDINGS, INC. UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS September 30, 2024 December 31, 2023 ASSETS (Unaudited) CURRENT ASSETS: Cash and cash equivalents $ 127,688 $ 1,077,028 Accounts receivable, net 1,896,906 2,674,540 Prepaid expense 85,131 67,322 Inventory, net 5,320,800 5,574,371 Inventory deposits - 21,968 Total Current Assets 7,430,525 9,415,229 Property and Equipment, net 285,698 360,495 OTHER ASSETS: Lease deposits and other 35,656 25,360 Right-of-use lease assets 636,530 1,244,496 Intangible assets, net 462,500 500,000 Total Other Assets 1,134,686 1,769,856 TOTAL ASSETS $ 8,850,909 $ 11,545,580 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES: Accounts payable and other payables $ 3,255,085 $ 2,041,370 Accrued expense and other 1,807,923 683,110 Loan – Officers – related party 507,300 74,664 Loans – Working capital, net 4,424,473 1,944,410 Line of credit 1,992,129 1,456,929 Right-of-use lease liability, current 220,584 669,002 Total Current Liabilities 12,207,494 6,869,485 Right-of-use lease liability, long-term 472,155 602,278 TOTAL LIABILITIES 12,679,649 7,471,763 STOCKHOLDERS' EQUITY (DEFICIT): Preferred stock, $ 0.001 par value; 10,000,000 shares authorized; 222,144 , and 175,000 issued and outstanding, respectively at September 30, 2024 and December 31, 2023 - - Preferred Shares A 125 125 Preferred Shares B 75 75 Preferred Shares D 22 - Preferred Shares Common Stock, $ 0.001 par value; 600,000,000 shares authorized; 9,399,283 and 5,879,920 issued and outstanding, respectively at September 30, 2024 and December 31, 2023, respectively 12,524 9,005 Additional paid in capital 53,342,589 51,546,448 Accumulated deficit ( 57,184,075 ) ( 47,481,836 ) TOTAL STOCKHO

Notes to Financial Statements and Note 1 regarding non-reliance on financial information

Notes to Financial Statements and Note 1 regarding non-reliance on financial information. 3 AMERICAN REBEL HOLDINGS, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS For the Three Months Ended For the Nine Months Ended September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 Revenue 2,337,786 3,345,552 9,637,016 11,418,222 Cost of goods sold 2,835,763 3,095,418 9,263,015 8,869,432 Gross margin ( 497,977 ) 250,134 374,001 2,548,790 Expenses: Consulting/payroll and other costs 478,371 1,039,273 1,475,450 2,915,377 Compensation expense – officers – related party ( 425,000 ) - - - Compensation expense – officers – deferred comp – related party ( 1,985,936 ) - 492,189 - Rental expense, warehousing, outlet expense 103,562 230,226 335,743 732,360 Product development costs 277,483 20,326 713,883 36,821 Marketing and brand development costs 624,509 517,345 1,189,219 942,687 Administrative and other 1,414,889 1,347,181 3,323,566 2,542,181 Depreciation and amortization expense 54,817 24,895 109,813 79,260 Total operating expenses 542,695 3,179,246 7,639,863 7,248,686 Operating loss ( 1,040,672 ) ( 2,929,112 ) ( 7,265,862 ) ( 4,699,896 ) Other Income (Expense) Interest expense ( 649,216 ) ( 95,330 ) ( 2,128,357 ) ( 250,877 ) Interest expense – pre-emptive rights release - - - - Interest income 348 3,203 1,059 3,203 Employee retention credit funds, net of costs to collect - - - 1,107,672 Gain/(loss) on sale of equipment 4,088 - 3,426 1,400 Tangible asset valuation adjustment - - - - Impairment adjustment – goodwill - - - - Gain/(loss) on settlement of debt instrument ( 62,505 ) - ( 312,505 ) - Gain on settlement of liability - 227,569 - 227,569 Net loss before income tax provision ( 1,747,957 ) ( 2,793,670 ) ( 9,702,239 ) ( 3,610,929 ) Provision for income tax - - - - Net loss ( 1,7

Notes to Financial Statements and Note 1 regarding non-reliance on financial statements

Notes to Financial Statements and Note 1 regarding non-reliance on financial statements. 6 AMERICAN REBEL HOLDINGS, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the Nine Months Ended September 30, 2024 September 30, 2023 CASH FLOW FROM OPERATING ACTIVITIES: Net income (loss) ( 9,702,239 ) ( 3,610,929 ) Depreciation and amortization 109,813 79,260 Gain on disposition of property ( 3,426 ) ( 1,400 ) Compensation paid through issuance of common stock - 25,984 Compensation paid through issuance of common stock – related parties 492,189 - Loss on settlement of debt instrument 312,505 - Adjustments to reconcile net loss to cash (used in) operating activities (net of acquired amounts from Champion): - Accounts receivable 777,634 ( 1,017,950 ) Prepaid expense and other ( 17,809 ) 40,915 Inventory 253,571 ( 1,089,198 ) Inventory deposits 21,968 ( 41,074 ) Lease deposits and other ( 10,296 ) - Accounts payable and accrued expenses 2,640,204 ( 474,827 ) Right-of-use lease liabilities 29,425 - Net Cash (Used in) Operating Activities ( 5,096,461 ) ( 6,089,219 ) CASH FLOW FROM INVESTING ACTIVITIES: Purchase of Champion Entities - ( 275,000 ) Disposition of property and equipment 5,910 1,402 Net Cash (Used in) Investing Activities 5,910 ( 273,598 ) CASH FLOW FROM FINANCING ACTIVITIES: Proceeds from the sale of common stock, prefunded warrants and warrant inducement, net of offering costs - 5,298,330 Proceeds from warrant exercise - 6,150 Proceeds from line of credit 535,200 1,700,000 Principal payments on line of credit, net - ( 10,837 ) Proceeds from loans - officer - related party 432,636 95,332 Proceeds from working capital loans, net 3,173,375 1,000,000 Principal payments on working capital loan - ( 449,675 ) Net Cash Provided by Financing Activities 4,141,211 7,639,300 CHANGE IN CASH ( 949,340 ) 1,276,483 CASH AT BEGINNING OF P

Notes to Financial Statements and Note 1 regarding non-reliance on financial information

Notes to Financial Statements and Note 1 regarding non-reliance on financial information. 7 AMERICAN REBEL HOLDINGS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2024 (Unaudited) NOTE 1 – PREVIOUSLY ISSUED FINANCIAL STATEMENTS On May 3, 2024, the SEC entered an order instituting settled administrative and cease-and-desist proceedings against BF Borgers CPA PC ("Borgers") and its sole audit partner, Benjamin F. Borgers CPA, permanently barring Mr. Borgers and Borgers (collectively, "BF Borgers") from appearing or practicing before the SEC as an accountant (the "Order"). As a result of the Order, BF Borgers may no longer serve as the Company's independent registered public accounting firm, nor can BF Borgers issue any audit reports included in Commission filings or provide consents with respect to audit reports. As reported in the Current Report on Form 8-K filed with the Commission on May 6, 2024, in light of the Order, the Audit Committee (the "Committee") of the Board of Directors of the Company on May 6, 2024, unanimously approved to dismiss, and dismissed BF Borgers as the Company's independent registered public accounting firm. On May 14, 2024, the Committee approved the engagement of GBQ Partners LLC ("GBQ") as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024 and the reaudits of the years ended December 31, 2023 and 2022. The Company filed its Form 10-K/A with the reaudits of the years ended December 31, 2023 and 2022 with the SEC on January 29, 2025. The Company has included the comparative three and nine months ended September 30, 2023 in this filing; however, these figures have not been restated due to the undue burden it would place on the Company. Additionally, the Company has not restated its Form 10-Qs for the periods ended March 31, 2024 and June 30, 2024 due to the undue burden this would also have on the Company. The impact of any adjustments t

Financial Statements and Basis of Presentation

Financial Statements and Basis of Presentation The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information, and with the rules and regulations of the SEC set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by the U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read along with the Amended Annual Report filed on Form 10-K/A of the Company for the period ended December 31, 2023, and notes thereto contained, filed on January 29, 2025. 8 Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, American Rebel, Inc., American Rebel Beverages, LLC, and the Champion Entities. 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 beer, backpacks, jackets, safes, other storage products and accessories manufactured to the Company's design and held for resale and are carried at the lower of cost (First-in, First-out Method) or net realizable value. The Company determines an estimate for the

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