American Rebel(AREB) - 2018 Q4 - Annual Report

PART I Business American Rebel Holdings, Inc. is a patriotic brand focused on designing and marketing concealed carry lifestyle products Description of Business The company operates as "America's Patriotic Brand," offering concealed carry products and leveraging its CEO's public persona - The company positions itself as "America's Patriotic Brand," focusing on the "concealed carry lifestyle" with products like safes and concealed carry backpacks and apparel[6] - The company's initial product offerings, introduced in 2017, included various concealed carry backpacks and men's overcoats, with plans to expand into briefcases, travel bags, and other personal protection items[7] - American Rebel plans to launch a line of gun safes in 2019, leveraging the experience of Nathan Findley, formerly of Liberty Safe[7][8] - The company sees potential for significant licensing revenue by leveraging the American Rebel brand name and proprietary fashion patterns to third-party manufacturers[8][10] Market Overview The company targets a growing concealed carry market, supported by increasing gun ownership, particularly among women - The concealed carry product market is estimated at over $500 million in annual sales[12] - The number of concealed carry permits has shown a 215% increase since 2007, with over 15 million holders estimated, and growth is particularly rapid among women and minorities[19][20] - Women are the fastest-growing segment of gun owners, with personal and home protection being the primary motivation for purchase[18] - The general backpack market is growing, with adult backpack sales increasing 16% to $1.6 billion, accounting for 69% of the overall market[23] Competition and Advantages The company competes with established brands by leveraging its patent-pending "Protection Pocket" and a direct-to-consumer model - The market is dominated by 5.11 Tactical, which was purchased for $400 million in 2016 and holds an estimated 40% market share, with other competitors including Maxpedition and Rothco[27][29] - The company's key product differentiator is the patent-pending "Protection Pocket," which uses a sandwich concept to hold a firearm in place for quick access[34] - American Rebel plans to offer optional "SmartPack" Bluetooth technology that links the backpack to a smartphone app for added security features[34] - The company sells direct-to-consumer, which reduces dependency on large distributors and retailers[34] Strategy, Products, and Intellectual Property The strategy relies on brand identity, product innovation like "SmartPack" technology, and securing intellectual property - The marketing strategy heavily utilizes the persona of founder Andy Ross, his music, and television appearances to connect with customers through social media and other channels[37] - The upcoming SmartPack technology will link the backpack to a smartphone app, providing alerts when approaching airports or if the bag is left behind[40] - Future product lines include the "Constitution" line for business professionals and a tactical line developed with a military and law enforcement consultant[41] - The company has applied for patent protection for its proprietary features, including the Protection Pocket and the SmartPhone app[42] Risk Factors The company faces significant "going concern" risks, dependency on its CEO, stock illiquidity, and industry competition Risks Related to the Business Operational risks include limited financial resources, a "going concern" warning, and complete dependence on its CEO - The company has limited financial resources, and its independent auditors' report includes an explanatory paragraph stating there is substantial doubt about its ability to continue as a going concern[54] - The business is completely dependent on the services of its president and CEO, Charles A. Ross, Jr., and the loss of his services could cause operations to cease[54] - As a company that only recently commenced business operations and has had limited revenues through December 31, 2018, it faces a high risk of business failure[56] - The costs of being a public company, estimated to be in excess of $100,000 per year, could result in the company being unable to continue as a going concern if revenues are insufficient[69] Risks Related to our Common Stock The common stock carries high risk due to potential dilution, illiquidity, and its "penny stock" classification - Shareholders may be significantly diluted as the company seeks financing, with 69,737,942 authorized but unissued shares available for issuance by the Board without shareholder action[74] - The common stock is likely to be classified as a "penny stock" (trading below $5.00 per share), which imposes strict regulations on broker-dealers, severely affecting market liquidity[77] - The Board has the authority to issue preferred stock with terms that could be detrimental to common stockholders, potentially affecting voting power and perpetuating management control[81] - The company has never paid cash dividends and does not expect to in the foreseeable future, meaning any return on investment will depend solely on an increase in the stock's market value[81] General Business and Industry Risks The company has a limited operating history, lacks profitability, requires significant capital, and faces intense competition - The company has a limited operating history, has not been profitable, and had an accumulated deficit of $7,287,559 as of December 31, 2018[88][89] - The company requires additional capital, estimated at a minimum of $6 million, to fund its business plan, and there is no assurance it will be successful in raising these funds[94] - The concealed carry and tactical goods industry is intensely competitive, with large, well-resourced competitors like 5.11 Tactical[103] - The company has significant short-term debt obligations, and its ability to repay depends on generating cash, which is subject to factors beyond its control[128] Unresolved Staff Comments The company reports no unresolved staff comments from the Securities and Exchange Commission - None[129] Properties The company leases warehouse space in Kansas and maintains a corporate address in Tennessee - Warehouse and shipping operations are located in Lenexa, KS, while the primary corporate address is in Nashville, TN[129] Legal Proceedings The company is not a party to any material legal proceedings - The company is not currently involved in any material legal proceedings[130] Mine Safety Disclosures This item is not applicable to the company's operations - Not applicable[130] PART II Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The company's common stock is quoted on the OTCQB with no active market, and no cash dividends are anticipated - The company's common stock is quoted on the OTCQB under the symbol "AREB," but there is no active established public market[131] - As of March 29, 2019, there were 30,262,058 shares of common stock outstanding, held by 88 shareholders of record[132] - The company has never paid cash dividends and does not plan to in the foreseeable future[135] Selected Financial Data As a smaller reporting company, this section is not required - Selected financial data is not required for smaller reporting companies[137] Management's Discussion and Analysis of Financial Condition and Results of Operations The company reported increased sales but a net loss of $2 million in 2018, with a significant working capital deficit Key Financial Metrics | Financial Metric | 2018 | 2017 | | :--- | :--- | :--- | | Sales | $131,274 | $46,396 | | Gross Profit | $75,483 | $28,611 | | Total Operating Expenses | $1,787,178 | $2,708,371 | | Net Loss | ($2,001,704) | ($2,942,838) | | Loss Per Share | ($0.07) | ($0.16) | - The decrease in net loss from 2017 to 2018 was primarily due to a significant reduction in consulting and business development expenses, which in 2017 included a large stock-based compensation payment related to the merger[140][141] - The company had a working capital deficit of $888,280 at December 31, 2018, and an accumulated deficit of $7,287,559, and has funded operations primarily through debt and the issuance of capital stock[142] - The company expects to require additional funds to further develop its business plan and anticipates raising these funds through equity or debt offerings, which will likely be dilutive to existing stockholders[142] Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, this disclosure is not required - The company is a smaller reporting company and is not required to provide this information[144] Financial Statements and Supplementary Data The audited financial statements include a "Going Concern" warning from the independent auditor due to recurring losses Report of Independent Registered Public Accounting Firm The auditor's report highlights substantial doubt about the company's ability to continue as a going concern - The auditor's report contains a "Going Concern" paragraph, citing that the company has not generated sufficient revenue, anticipates further losses, and requires additional funds, which raises substantial doubt about its ability to continue as a going concern[146] Consolidated Financial Statements The company ended 2018 with a stockholders' deficit of ($870,312) and a net loss of ($2,001,704) Balance Sheet (Dec 31, 2018) | Balance Sheet (Dec 31, 2018) | Amount | | :--- | :--- | | Total Current Assets | $906,496 | | Total Assets | $1,042,355 | | Total Current Liabilities | $1,794,776 | | Total Liabilities | $1,912,667 | | Total Stockholders' Deficit | ($870,312) | Statement of Operations (Year ended Dec 31, 2018) | Statement of Operations (Year ended Dec 31, 2018) | Amount | | :--- | :--- | | Revenue | $131,274 | | Gross Margin | $75,483 | | Total Expenses | $1,787,178 | | Net Loss | ($2,001,704) | - Cash used in operating activities was ($1,436,196) for 2018, while cash provided by financing activities was $1,385,029, primarily from the issuance of common stock and various loans[151] Changes in and Disagreements with Accountants on Accounting and Financial Disclosure The company reports no disagreements with its accountants on any accounting or financial disclosure matters - No disagreements with accountants on accounting and financial disclosure were reported[197] Controls and Procedures Management concluded that the company's disclosure controls and internal financial reporting controls were effective - Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2018[198] - Management concluded that the company's internal control over financial reporting was effective as of December 31, 2018, based on the COSO framework[199] - No changes in internal controls over financial reporting occurred during the fourth quarter of 2018 that materially affected, or are reasonably likely to materially affect, these controls[202] Other Information There is no other information to report under this item - None[203] PART III Directors, Executive Officers and Corporate Governance Charles A. Ross, Jr. serves as the sole director and executive officer, with no independent board committees established - Charles A. Ross, Jr. is the sole director and executive officer, holding all principal officer positions[205][206] - The company does not have a standing audit, nominating, or compensation committee; the Board of Directors (consisting of one person) performs these functions[208][209] - The company has not designated an "audit committee financial expert" and has no independent directors[209][238] Executive Compensation The sole executive officer, Charles A. Ross, Jr., received total compensation of $200,000 in 2018 Summary Compensation Table | Name | Year | Salary ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) | | :--- | :--- | :--- | :--- | :--- | :--- | | Charles A. Ross, Jr. | 2018 | - | - | 200,000 | 200,000 | | (CEO, CFO, Director) | 2017 | - | 500,000 | 200,000 | 700,000 | - The company has no formal employment agreement with CEO Charles A. Ross, Jr., who determines his own compensation[217] - No grants of plan-based awards were made to executive officers in fiscal years 2018 or 2017[218] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters CEO Charles A. Ross, Jr. is the largest beneficial owner, holding 21.1% of the outstanding common stock Beneficial Ownership | Name of Beneficial Owner | Amount of Beneficial Ownership | Percentage of Common Stock Outstanding | | :--- | :--- | :--- | | Charles A. Ross, Jr. | 6,350,000 | 21.1% | | Douglas Grau | 2,000,000 | 6.6% | | ABA Rebels, LLC | 1,586,018 | 5.24% | - The sole director and executive officer, Charles A. Ross, Jr., holds significant voting power with 21.1% of the outstanding common stock[227][230] Certain Relationships and Related Transactions, and Director Independence The company has engaged in transactions with related parties, and its sole director is not considered independent - The company made significant loans to its control shareholder, American Rebel, Inc., prior to the reverse merger in June 2017, which were eliminated in consolidation[233] - The company entered into convertible debt instruments with ABA Rebels, LLC, a shareholder of its then-majority shareholder, to fund operations and inventory purchases[233] - The Board of Directors, consisting of one person, reviews and approves related party transactions to prevent conflicts of interest[234] - The sole director, Charles A. Ross, Jr., is not an independent director as he is also an executive officer of the company[238] Principal Accountant Fees and Services The company incurred $43,000 in audit fees in 2018, with all services pre-approved by the Board of Directors Accountant Fees | Fee Category | 2018 | 2017 | | :--- | :--- | :--- | | Audit Fees | $43,000 | $29,000 | | Audit-Related Fees | - | - | | Tax Fees | - | - | | All Other Fees | - | - | | Total Fees | $43,000 | $29,000 | PART IV Exhibits and Financial Statement Schedules This section lists the financial statements and exhibits filed with the report, including required certifications - The report includes financial statements for the years ended December 31, 2018 and 2017[144][242] - Exhibits filed with the report include corporate governance documents, consent of the auditor, and required CEO/CFO certifications under Sarbanes-Oxley Sections 302 and 906[242]