Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 12, 2022 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-41267 | |
Entity Registrant Name | AMERICAN REBEL HOLDINGS, INC. | |
Entity Central Index Key | 0001648087 | |
Entity Tax Identification Number | 47-3892903 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 909 18th Avenue South | |
Entity Address, Address Line Two | Suite A | |
Entity Address, City or Town | Nashville | |
Entity Address, State or Province | TN | |
Entity Address, Postal Zip Code | 37212 | |
City Area Code | (833) | |
Local Phone Number | 267-3235 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | AREB | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 5,250,632 | |
Common Stock Purchase Warrants [Member] | ||
Title of 12(b) Security | Common Stock Purchase Warrants | |
Trading Symbol | AREBW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 2,509,975 | $ 17,607 |
Accounts receivable | 272,995 | 100,746 |
Prepaid expense and other deposits | 529,492 | 163,492 |
Inventory | 826,494 | 685,854 |
Inventory deposits | 224,894 | |
Total Current Assets | 4,363,850 | 967,699 |
Property and Equipment, net | 13,196 | 900 |
OTHER ASSETS: | ||
Lease deposit | 4,750 | |
Total Other Assets | 4,750 | |
TOTAL ASSETS | 4,381,796 | 968,599 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expense | 530,611 | 1,032,264 |
Accrued interest | 67,919 | 203,972 |
Loan – officer - related party | 10,373 | |
Loans – working capital | 605,037 | 3,879,428 |
Loans - nonrelated parties | 4,385 | 12,939 |
Total Current Liabilities | 1,207,952 | 5,138,976 |
TOTAL LIABILITIES | 1,207,952 | 5,138,976 |
STOCKHOLDERS’ EQUITY (DEFICIT): | ||
Common stock, $0.001 par value; 600,000,000 shares authorized; 4,741,321 and 1,597,370 issued and outstanding, respectively at June 30, 2022 and December 31, 2021 | 4,741 | 1,597 |
Additional paid in capital | 34,368,914 | 22,797,306 |
Accumulated deficit | (31,199,986) | (26,969,657) |
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | 3,173,844 | (4,170,377) |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | 4,381,796 | 968,599 |
Preferred Class A [Member] | ||
STOCKHOLDERS’ EQUITY (DEFICIT): | ||
Preferred stock, value | 100 | 100 |
Preferred Class B [Member] | ||
STOCKHOLDERS’ EQUITY (DEFICIT): | ||
Preferred stock, value | $ 75 | $ 277 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |
Preferred Stock, Shares Authorized | 10,000,000 | |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 600,000,000 | 600,000,000 |
Common stock, shares, issued | 4,741,321 | 1,597,370 |
Common stock, shares outstanding | 4,741,321 | 1,597,370 |
Preferred Class A [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Outstanding | 100,000 | 100,000 |
Preferred Stock, Shares Issued | 100,000 | 100,000 |
Preferred Class B [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Outstanding | 75,143 | 276,501 |
Preferred Stock, Shares Issued | 75,143 | 276,501 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 338,706 | $ 203,577 | $ 492,786 | $ 552,867 |
Cost of goods sold | 241,078 | 168,586 | 337,797 | 436,731 |
Gross margin | 97,628 | 34,991 | 154,989 | 116,136 |
Expenses: | ||||
Consulting – business development | 246,407 | 971,213 | 709,396 | 1,117,219 |
Product development costs | 113,190 | 146,327 | 146,463 | 233,060 |
Marketing and brand development costs | 149,249 | 57,774 | 230,219 | 104,114 |
Administrative and other | 1,172,418 | 187,148 | 1,610,723 | 366,964 |
Depreciation expense | 455 | 185 | 1,355 | 1,798 |
Operating expenses | 1,681,719 | 1,362,647 | 2,698,156 | 1,823,155 |
Operating income (loss) | (1,584,091) | (1,327,656) | (2,543,167) | (1,707,019) |
Other Income (Expense) | ||||
Interest expense | (18,001) | (569,891) | (310,406) | (1,118,143) |
Gain (loss) on extinguishment of debt | (638,148) | (1,376,756) | (638,148) | |
Net income (loss) before income tax provision | (1,602,092) | (2,535,695) | (4,230,329) | (3,463,310) |
Provision for income tax | ||||
Net income (loss) | $ (1,602,092) | $ (2,535,695) | $ (4,230,329) | $ (3,463,310) |
Basic and diluted income (loss) per share | $ (0.34) | $ (2.15) | $ (1.07) | $ (3.28) |
Weighted average common shares outstanding – basic and diluted | 4,741,000 | 1,179,138 | 3,955,000 | 1,055,975 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Stockholders' Equity/Deficit (Unaudited) - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 910 | $ 15,857,366 | $ (20,870,713) | $ (5,012,437) | |
Beginning balance, shares at Dec. 31, 2020 | 910,099 | ||||
Sale of common stock | $ 31 | 149,969 | 150,000 | ||
Sale of Common Stock, shares | 31,250 | ||||
Common stock issued to pay expense | $ 23 | 105,443 | 105,466 | ||
Common stock issued to pay expense, shares | 22,741 | ||||
Net Loss | (3,463,310) | (3,463,310) | |||
Ending balance, value at Jun. 30, 2021 | $ 964 | 16,112,778 | (24,334,023) | (5,684,586) | |
Ending balance, shares at Jun. 30, 2021 | 964,090 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 1,597 | $ 377 | 22,797,306 | (26,969,657) | (4,170,377) |
Beginning balance, shares at Dec. 31, 2021 | 1,597,370 | 376,501 | |||
Sale of common stock | $ 2,659 | 9,035,797 | 9,038,456 | ||
Sale of Common Stock, shares | 2,658,630 | ||||
Common stock issued to pay expense | $ 233 | 969,302 | 969,535 | ||
Common stock issued to pay expense, shares | 233,623 | ||||
Net Loss | (4,230,329) | (4,230,329) | |||
Preferred stock converted to common stock | $ 252 | $ (202) | (50) | ||
Preferred Stock converted to Common stock, Shares | 251,698 | (201,358) | |||
Debt converted to warrants | 1,566,559 | 1,566,559 | |||
Ending balance, value at Jun. 30, 2022 | $ 4,741 | $ 175 | $ 34,368,914 | $ (31,199,986) | $ 3,173,844 |
Ending balance, shares at Jun. 30, 2022 | 4,741,321 | 175,143 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
CASH FLOW FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ (4,230,329) | $ (3,463,310) |
Depreciation | 1,355 | 1,798 |
Expense paid through issuance of common stock | 969,535 | 2,096,533 |
Amortization of loan discount | 1,000,457 | 495,789 |
Adjustments to reconcile net loss to cash (used in) operating activities: | ||
Change in accounts receivable | (172,307) | 33,668 |
Change in prepaid expenses | (469,295) | (13,610) |
Change in inventory | (140,639) | (80,166) |
Change in inventory deposits and other | (224,894) | 141,164 |
Change in accounts payable and accrued expense | (637,706) | 400,891 |
Net Cash (Used in) Operating Activities | (3,903,823) | (387,243) |
CASH FLOW FROM INVESTING ACTIVITIES: | ||
Purchase of equipment | (13,651) | |
Net Cash (Used in) Investing Activities | (13,651) | |
CASH FLOW FROM FINANCING ACTIVITIES: | ||
Proceeds (repayments) of loans – officer - related party | (81,506) | 23,725 |
Proceeds from sale of common stock | 9,038,456 | 645,005 |
Proceeds from working capital loan | 60,000 | 1,280,000 |
Repayment of loans – nonrelated party | (2,607,108) | (1,362,427) |
Net Cash Provided by Financing Activities | 6,409,842 | 586,303 |
CHANGE IN CASH | 2,492,368 | 199,060 |
CASH AT BEGINNING OF PERIOD | 17,607 | 68,307 |
CASH AT END OF PERIOD | 2,509,975 | 267,367 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Interest | 206,607 | 148,226 |
Income taxes | ||
Non-cash investing and financing activities: | ||
Debt repayment through the issuance of common stock | $ 1,950,224 | $ 1,488,924 |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES General American Rebel Holdings, Inc. (the “Company”) operates primarily as a designer and marketer of branded safes and personal security, self-defense products. Additionally, the Company designs and produces branded apparel and other accessories. The Company promotes and sells its products primarily through a growing network of dealers, in select regional retailers and local specialty safe, sporting goods, hunting and firearms stores, as well as online, including its website and e-commerce platforms such as Amazon.com. The information on our website does not constitute a part of this report. Listing and reorganization The Company was incorporated on December 15, 2014 Nevada 0.80 60,000 On January 5, 2017, the Company amended its articles of incorporation and changed its name to American Rebel Holdings, Inc. The Company completed a business combination with its majority stockholder, American Rebel, Inc. on June 19, 2017. As a result, American Rebel, Inc. became a wholly owned subsidiary of the Company. The aforementioned acquisition of American Rebel, Inc. was accounted for as a reverse merger, which involved issuance by the Company of 217,763 6,250 112,500 For purposes of this Quarterly Report on Form 10-Q, “American Rebel” “we,” “our,” “us,” or similar references refers to American Rebel Holdings, Inc. and its consolidated wholly-owned subsidiary, unless the context requires otherwise. Interim Financial Statements and Basis of Presentation The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the SEC set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by the U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read along with the Annual Report filed on Form 10-K of the Company for the period ended December 31, 2021 and notes thereto contained. Principles of Consolidation The Consolidated Financial Statements include the accounts of the Company and its majority-owned subsidiary, American Rebel, Inc., incorporated in Nevada. 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 backpacks, jackets, safes and accessories manufactured to our design and held for resale and are carried at the lower of cost (First-in, First-out Method) or market value. The Company determines the estimate for the reserve for slow moving or obsolete inventories by regularly evaluating individual inventory levels, projected sales and current economic conditions. The Company also makes deposit payments on inventory to be manufactured that are carried separately until the goods are received into inventory. Fixed assets and depreciation Property and equipment are stated at cost net of accumulated depreciation. Additions and improvements are capitalized while ordinary maintenance and repair expenditures are charged to expense as incurred. Depreciation is recorded by the straight-line method over the estimated useful life of the asset, which ranges from five seven years Revenue recognition In accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), revenues are recognized when control of the promised goods or services is transferred to our clients, in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. To achieve this core principle, we apply the following five steps: ( 1) Identify the contract with a client; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to performance obligations in the contract; and (5) Recognize revenues when or as the company satisfies a performance obligation. These steps are met when as order is received, a price agreed, and the product shipped or delivered to that customer. Advertising costs Advertising costs are expensed as incurred; Marketing costs which we consider to be advertising costs incurred were $ 149,249 57,774 230,219 104,114 Fair Value of Financial Instruments Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2022, and December 31, 2021, 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. 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 June 30, 2022 and December 31, 2021, the Company reviewed its tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood The Company does not anticipate any significant changes to its total unrecognized tax benefits within the next 12 months. The Company classifies tax-related penalties and net interest as income tax expense. For the three-month and six-month periods ended June 30, 2022, and 2021, respectively, no income tax expense has been recorded. Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates. Right of Use Assets and Lease Liabilities In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The standard requires lessees to recognize almost all leases on the balance sheet as a Right-of-Use (“ROU”) asset and a lease liability and requires leases to be classified as either an operating or a finance type lease. The standard excludes leases of intangible assets or inventory. The standard became effective for the Company beginning January 1, 2019. The Company adopted ASC 842 using the modified retrospective approach, by applying the new standard to all leases existing at the date of initial application. Results and disclosure requirements for reporting periods beginning after January 1, 2019, are presented under ASC 842, while prior period amounts have not been adjusted and continue to be reported in accordance with our historical accounting under ASC 840. The Company elected the package of practical expedients permitted under the standard, which also allowed the Company to carry forward historical lease classifications. The Company also elected the practical expedient related to treating lease and non-lease components as a single lease component for all equipment leases as well as electing a policy exclusion permitting leases with an original lease term of less than one year to be excluded from the ROU assets and lease liabilities. Under ASC 842, the Company determines if an arrangement is a lease at inception. ROU assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of the Company’s leases do not provide an implicit rate, the Company estimated the incremental borrowing rate in determining the present value of lease payments. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. The Company’ lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Operating leases are included in operating lease Right-of-Use assets and operating lease liabilities, current and non-current, on the Company’s consolidated balance sheets. Recent pronouncements The Company has implemented all new accounting pronouncements that are in effect and is evaluating any that may impact its financial statements. The Company does not believe that there are any new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
GOING CONCERN
GOING CONCERN | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 2 – GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. As noted above, the Company is in the development stage and, accordingly, its revenue from its planned operations does not cover its operating expenses. Since inception, the Company has been engaged in financing activities and executing its business plan of operations and incurring costs and expenses related to developing products and market identity, obtaining inventory, preparing for public product launch and ultimately selling products. As a result, the Company incurred net income (losses) for the six months ended June 30, 2022 and 2021 of ($4,230,329) ($3,463,310) 31,199,986 26,969,657 3,155,898 ($4,171,277) 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 significant operating revenues. Management believes holders of its warrants will execute their outstanding warrants generating additional investment capital for the Company. As of June 30, 2022, there were 700,838 8.00 3,287,123 2.01 5.1875 Management believes sufficient funding can be secured through the obtaining of loans, as well as future offerings of its preferred and common stock to institutional and other investors. However, no assurance can be given that the Company will obtain this additional working capital, or if obtained, that such funding will not cause substantial dilution to its stockholders. If the Company is unable to secure such additional funds from these sources, it may be forced to change or delay its business plan rollout. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. |
INVENTORY AND DEPOSITS
INVENTORY AND DEPOSITS | 6 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORY AND DEPOSITS | NOTE 3 – INVENTORY AND DEPOSITS Inventory and deposits include the following: SCHEDULE OF INVENTORY AND DEPOSITS June 30, 2022 (unaudited) December 31, 2021 (audited) Inventory – finished goods $ 826,494 $ 685,854 Inventory deposits 224,894 - Total Inventory and deposits $ 1,051,388 $ 685,854 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment include the following: SCHEDULE OF PROPERTY AND EQUIPMENT June 30, 2022 (unaudited) December 31, 2021 (audited) Marketing equipment $ 32,261 $ 32,261 Vehicles 291,537 277,886 Property and equipment gross 323,798 310,147 Less: Accumulated depreciation (310,602 ) (309,247 ) Net property and equipment $ 13,196 $ 900 For the six months ended June 30, 2022, and 2021 we recognized $ 1,355 and $ 1,798 in depreciation expense, respectively. We depreciate these assets over a period of sixty (60) months which has been deemed their useful life. |
RELATED PARTY NOTE PAYABLE AND
RELATED PARTY NOTE PAYABLE AND RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY NOTE PAYABLE AND RELATED PARTY TRANSACTIONS | NOTE 5 – RELATED PARTY NOTE PAYABLE AND RELATED PARTY TRANSACTIONS During the year ended December 31, 2016, the Company acquired three vehicles from related parties and assumed the debt secured by each one of the vehicles. Accordingly, the recorded value for each vehicle was the total debt assumed from each related loan, for a total of $ 277,886 . Charles A. Ross, Jr. serves as the Company’s CEO. Compensation for Mr. Ross was $ 358,000 90,000 Doug Grau serves as the Company’s President. Compensation for Mr. Grau was $ 150,000 60,000 |
NOTES PAYABLE _ NON-RELATED PAR
NOTES PAYABLE – NON-RELATED PARTY | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE – NON-RELATED PARTY | NOTE 6 – NOTES PAYABLE – NON-RELATED PARTY Effective January 1, 2016, the Company acquired a vehicle from a related party in exchange for the assumption of the liability related to this vehicle. The liability assumed is as follows at June 30, 2022 and December 31, 2021. SCHEDULE OF NOTES PAYABLE TO NON-RELATED PARTIES June 30, December 31, 2022 2021 (unaudited) (audited) Loan secured by a tour bus, monthly payments of $ 1,426 12 $ 4,385 $ 12,939 Total recorded as current liability $ 4,385 $ 12,939 Current and long-term portion. Total loan balance is reported as current due to the loan is to be repaid within one year. |
NOTES PAYABLE _ WORKING CAPITAL
NOTES PAYABLE – WORKING CAPITAL | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE – WORKING CAPITAL | NOTE 7 – NOTES PAYABLE – WORKING CAPITAL During the six months ending June 30, 2022, the Company and the Company’s wholly owned operating subsidiary completed the sale of several short-term notes under similar terms as its other short-term notes totalling $ 60,000 During the six months ending June 30, 2022, the Company and the Company’s wholly-owned operating subsidiary repaid $ 2,541,634 1,950,224 2,803,632 1,376,756 At June 30, 2022, and December 31, 2021, the outstanding balance due on working capital notes was $ 605,037 4,952,326 |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 8 – INCOME TAXES At June 30, 2022 and December 31, 2021, the Company had a net operating loss carryforward of $ 31,199,986 26,969,657 Components of net deferred tax asset, including a valuation allowance, are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES June 30, 2022 (unaudited) December 31, 2021 (audited) Deferred tax asset: Net operating loss carryforward $ 6,466,694 $ 5,663,628 Total deferred tax asset 6,466,694 5,663,628 Less: Valuation allowance (6,466,694 ) (5,663,628 ) Net deferred tax asset $ - $ - Valuation allowance for deferred tax assets as of June 30, 2022, and December 31, 2021 was $ 6,466,694 5,663,628 As a result, management determined it was more likely than not deferred tax assets will not be realized as of June 30, 2022, and December 31, 2021, and recognized 100% valuation allowance for each period Reconciliation between the statutory rate and the effective tax rate for both periods and as of December 31, 2021: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION Federal statutory rate (21.0 )% State taxes, net of federal benefit (0.0 )% Change in valuation allowance 21.0 % Effective tax rate 0.0 % |
SHARE CAPITAL
SHARE CAPITAL | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
SHARE CAPITAL | NOTE 9 – SHARE CAPITAL The Company is authorized to issue 600,000,000 0.001 10,000,000 0.001 On February 7, 2022, the Company effectuated a reverse split of its issued and outstanding shares of common stock at a ratio of 1-for-80. The share numbers and pricing information in this report are adjusted to reflect the reverse stock split Common stock and preferred stock On February 3, 2022, multiple Series B Convertible Preferred stockholders converted 201,358 251,698 On February 3, 2022, the Company converted two outstanding notes into 186,067 On February 10, 2022 the Company received an equity investment of $ 10,500,000 2,530,121 4.15 At June 30, 2022 and December 31, 2021, there were 4,741,321 1,597,370 75,143 276,501 100,000 100,000 |
WARRANTS AND OPTIONS
WARRANTS AND OPTIONS | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
WARRANTS AND OPTIONS | NOTE 10 – WARRANTS AND OPTIONS As of June 30, 2022, there were 4,365,446 701,776 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 June 30, 2022. The warrants do not trade in a highly active securities market, and as such, the Company estimated the fair value of these common stock equivalents using Black-Scholes and the following assumptions: Expected volatility was based primarily on historical volatility. Historical volatility was computed using daily pricing observations for recent periods. The Company believes this method produced an estimate that was representative of the Company’s expectations of future volatility over the expected term which due to their maturity period as expiry, it was three years. The Company had no reason to believe future volatility over the expected remaining life of these common stock equivalents was likely to differ materially from historical volatility. Expected life was based on three years due to the expiry of maturity. The risk-free rate was based on the U.S. Treasury rate that corresponded to the expected term of the common stock equivalents. SCHEDULE OF FAIR VALUE MEASUREMENT June 30, 2022 (unaudited) December 31, 2021 (audited) Stock Price $ 1.80 $ 5.68 Exercise Price $ 8.00 $ 8.00 Term (expected in years) 5.0 3.2 Volatility 148.26 % 203.44 % Annual Rate of Dividends 0.0 % 0.0 % Risk Free Rate 2.32 % 1.52 % Stock Purchase Warrants The following table summarizes all warrant activity for the year ended December 31, 2021, and the six months ended June 30, 2022. SCHEDULE OF WARRANT ACTIVITY Shares Weighted- Average Exercise Price Per Share Remaining term Intrinsic value Outstanding and Exercisable at December 31, 2020 43,688 $ 20.80 3.48 - Granted 662,713 $ 8.00 2.95 - Exercised - - Expired (4,625 ) - - - Outstanding and Exercisable at December 31, 2021 701,776 $ 8.80 2.95 - Granted 2,909,639 $ 5.1875 5.00 - Granted in Debt Conversion 377,484 $ 5.1875 5.00 Granted Prefunded 377,484 $ 0.01 5.00 Exercised - - - - Expired (938 ) - - - Outstanding and Exercisable at June 30, 2022 4,365,446 $ 5.05 4.22 - |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 11 – COMMITMENTS AND CONTINGENCIES Rental Payments under Non-cancellable Operating Leases The Company has a lease for its sales office and showroom in Lenexa, Kansas which expires in January 2026, and an annually renewable lease for manufacturing and warehouse space in Chanute, Kansas. On April 6, 2022, the Company entered into a two-year lease agreement for approximately 1,750 4,750 The following is a schedule, by calendar year, of the future minimum rental payments required under the lease: SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASE Year ended December 31, 2022 169,096 2023 76,628 2024 77,681 2025 78,755 2026 19,689 Total $ 421,848 Rent expense totalled approximately $ 112,000 100,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS The Company evaluated all events that occurred after the balance sheet date of June 30, 2022, through the date the financial statements were issued and determined that there were the following subsequent events: On July 7, 2022, we closed on an underwritten public offering of 11,711,712 1.11 12.9 five years 0.86 On June 29, 2022, the Company entered into a stock and membership interest purchase agreement with Champion Safe Co., Inc. (“Champion Safe”), Superior Safe, LLC (“Superior Safe”), Safe Guard Security Products, LLC (“Safe Guard”), Champion Safe De Mexico, S.A. de C.V. (“Champion Safe Mexico” and, together with Champion Safe, Superior Safe, and Safe Guard, collectively, the “Champion Entities”) and Mr. Ray Crosby (“Seller”) (the “Champion Purchase Agreement”), pursuant to which the Company agreed to acquire all of the issued and outstanding capital stock and membership interests of the Champion Entities from the Seller. The closing of the acquisition occurred on July 29, 2022. Under the terms of the Champion Purchase Agreement, the Company paid the Seller (i) cash consideration in the amount of $ 9,150,000.00 350,000.00 397,420.32 |
ORGANIZATION AND SUMMARY OF S_2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | General American Rebel Holdings, Inc. (the “Company”) operates primarily as a designer and marketer of branded safes and personal security, self-defense products. Additionally, the Company designs and produces branded apparel and other accessories. The Company promotes and sells its products primarily through a growing network of dealers, in select regional retailers and local specialty safe, sporting goods, hunting and firearms stores, as well as online, including its website and e-commerce platforms such as Amazon.com. The information on our website does not constitute a part of this report. |
Listing and reorganization | Listing and reorganization The Company was incorporated on December 15, 2014 Nevada 0.80 60,000 On January 5, 2017, the Company amended its articles of incorporation and changed its name to American Rebel Holdings, Inc. The Company completed a business combination with its majority stockholder, American Rebel, Inc. on June 19, 2017. As a result, American Rebel, Inc. became a wholly owned subsidiary of the Company. The aforementioned acquisition of American Rebel, Inc. was accounted for as a reverse merger, which involved issuance by the Company of 217,763 6,250 112,500 For purposes of this Quarterly Report on Form 10-Q, “American Rebel” “we,” “our,” “us,” or similar references refers to American Rebel Holdings, Inc. and its consolidated wholly-owned subsidiary, unless the context requires otherwise. |
Interim Financial Statements and Basis of Presentation | Interim Financial Statements and Basis of Presentation The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the SEC set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by the U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read along with the Annual Report filed on Form 10-K of the Company for the period ended December 31, 2021 and notes thereto contained. |
Principles of Consolidation | Principles of Consolidation The Consolidated Financial Statements include the accounts of the Company and its majority-owned subsidiary, American Rebel, Inc., incorporated in Nevada. All significant intercompany accounts and transactions have been eliminated. |
Year end | Year end The Company’s year-end is December 31. |
Cash and cash equivalents | 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 and Inventory Deposits Inventory consists of backpacks, jackets, safes and accessories manufactured to our design and held for resale and are carried at the lower of cost (First-in, First-out Method) or market value. The Company determines the estimate for the reserve for slow moving or obsolete inventories by regularly evaluating individual inventory levels, projected sales and current economic conditions. The Company also makes deposit payments on inventory to be manufactured that are carried separately until the goods are received into inventory. |
Fixed assets and depreciation | 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 seven years |
Revenue recognition | 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. These steps are met when as order is received, a price agreed, and the product shipped or delivered to that customer. |
Advertising costs | Advertising costs Advertising costs are expensed as incurred; Marketing costs which we consider to be advertising costs incurred were $ 149,249 57,774 230,219 104,114 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2022, and December 31, 2021, 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 | 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. |
Earnings per share | 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 | 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 June 30, 2022 and December 31, 2021, the Company reviewed its tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood The Company does not anticipate any significant changes to its total unrecognized tax benefits within the next 12 months. The Company classifies tax-related penalties and net interest as income tax expense. For the three-month and six-month periods ended June 30, 2022, and 2021, respectively, no income tax expense has been recorded. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates. |
Right of Use Assets and Lease Liabilities | Right of Use Assets and Lease Liabilities In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The standard requires lessees to recognize almost all leases on the balance sheet as a Right-of-Use (“ROU”) asset and a lease liability and requires leases to be classified as either an operating or a finance type lease. The standard excludes leases of intangible assets or inventory. The standard became effective for the Company beginning January 1, 2019. The Company adopted ASC 842 using the modified retrospective approach, by applying the new standard to all leases existing at the date of initial application. Results and disclosure requirements for reporting periods beginning after January 1, 2019, are presented under ASC 842, while prior period amounts have not been adjusted and continue to be reported in accordance with our historical accounting under ASC 840. The Company elected the package of practical expedients permitted under the standard, which also allowed the Company to carry forward historical lease classifications. The Company also elected the practical expedient related to treating lease and non-lease components as a single lease component for all equipment leases as well as electing a policy exclusion permitting leases with an original lease term of less than one year to be excluded from the ROU assets and lease liabilities. Under ASC 842, the Company determines if an arrangement is a lease at inception. ROU assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of the Company’s leases do not provide an implicit rate, the Company estimated the incremental borrowing rate in determining the present value of lease payments. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. The Company’ lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Operating leases are included in operating lease Right-of-Use assets and operating lease liabilities, current and non-current, on the Company’s consolidated balance sheets. |
Recent pronouncements | Recent pronouncements The Company has implemented all new accounting pronouncements that are in effect and is evaluating any that may impact its financial statements. The Company does not believe that there are any new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
INVENTORY AND DEPOSITS (Tables)
INVENTORY AND DEPOSITS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORY AND DEPOSITS | Inventory and deposits include the following: SCHEDULE OF INVENTORY AND DEPOSITS June 30, 2022 (unaudited) December 31, 2021 (audited) Inventory – finished goods $ 826,494 $ 685,854 Inventory deposits 224,894 - Total Inventory and deposits $ 1,051,388 $ 685,854 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment include the following: SCHEDULE OF PROPERTY AND EQUIPMENT June 30, 2022 (unaudited) December 31, 2021 (audited) Marketing equipment $ 32,261 $ 32,261 Vehicles 291,537 277,886 Property and equipment gross 323,798 310,147 Less: Accumulated depreciation (310,602 ) (309,247 ) Net property and equipment $ 13,196 $ 900 |
NOTES PAYABLE _ NON-RELATED P_2
NOTES PAYABLE – NON-RELATED PARTY (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF NOTES PAYABLE TO NON-RELATED PARTIES | SCHEDULE OF NOTES PAYABLE TO NON-RELATED PARTIES June 30, December 31, 2022 2021 (unaudited) (audited) Loan secured by a tour bus, monthly payments of $ 1,426 12 $ 4,385 $ 12,939 Total recorded as current liability $ 4,385 $ 12,939 Current and long-term portion. Total loan balance is reported as current due to the loan is to be repaid within one year. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | Components of net deferred tax asset, including a valuation allowance, are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES June 30, 2022 (unaudited) December 31, 2021 (audited) Deferred tax asset: Net operating loss carryforward $ 6,466,694 $ 5,663,628 Total deferred tax asset 6,466,694 5,663,628 Less: Valuation allowance (6,466,694 ) (5,663,628 ) Net deferred tax asset $ - $ - |
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION | Reconciliation between the statutory rate and the effective tax rate for both periods and as of December 31, 2021: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION Federal statutory rate (21.0 )% State taxes, net of federal benefit (0.0 )% Change in valuation allowance 21.0 % Effective tax rate 0.0 % |
WARRANTS AND OPTIONS (Tables)
WARRANTS AND OPTIONS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF FAIR VALUE MEASUREMENT | SCHEDULE OF FAIR VALUE MEASUREMENT June 30, 2022 (unaudited) December 31, 2021 (audited) Stock Price $ 1.80 $ 5.68 Exercise Price $ 8.00 $ 8.00 Term (expected in years) 5.0 3.2 Volatility 148.26 % 203.44 % Annual Rate of Dividends 0.0 % 0.0 % Risk Free Rate 2.32 % 1.52 % |
SCHEDULE OF WARRANT ACTIVITY | The following table summarizes all warrant activity for the year ended December 31, 2021, and the six months ended June 30, 2022. SCHEDULE OF WARRANT ACTIVITY Shares Weighted- Average Exercise Price Per Share Remaining term Intrinsic value Outstanding and Exercisable at December 31, 2020 43,688 $ 20.80 3.48 - Granted 662,713 $ 8.00 2.95 - Exercised - - Expired (4,625 ) - - - Outstanding and Exercisable at December 31, 2021 701,776 $ 8.80 2.95 - Granted 2,909,639 $ 5.1875 5.00 - Granted in Debt Conversion 377,484 $ 5.1875 5.00 Granted Prefunded 377,484 $ 0.01 5.00 Exercised - - - - Expired (938 ) - - - Outstanding and Exercisable at June 30, 2022 4,365,446 $ 5.05 4.22 - |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASE | The following is a schedule, by calendar year, of the future minimum rental payments required under the lease: SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASE Year ended December 31, 2022 169,096 2023 76,628 2024 77,681 2025 78,755 2026 19,689 Total $ 421,848 |
ORGANIZATION AND SUMMARY OF S_3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Entity date of incorporation | Dec. 15, 2014 | |||
Entity incorporation state code | NV | |||
Advertising costs | $ 149,249 | $ 57,774 | $ 230,219 | $ 104,114 |
Income tax examination description | less than a 50% likelihood | |||
Minimum [Member] | ||||
Estimated useful life | 5 years | |||
Maximum [Member] | ||||
Estimated useful life | 7 years | |||
Common Stock [Member] | ||||
Number of shares issued | 217,763 | |||
Warrants issued to purchase common stock | 6,250 | 6,250 | ||
Number of shares cancelled | 112,500 | |||
26 Investors [Member] | ||||
Investment price, per share | $ 0.80 | |||
Investment fair value | $ 60,000 | $ 60,000 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jul. 07, 2022 | Dec. 31, 2021 | |
Net income (losses) | $ (1,602,092) | $ (2,535,695) | $ (4,230,329) | $ (3,463,310) | ||
Accumulated deficit | 31,199,986 | 31,199,986 | $ 26,969,657 | |||
Working capital (deficit) | $ 3,155,898 | $ 3,155,898 | $ (4,171,277) | |||
Warrant outstanding | 4,365,446 | 4,365,446 | 701,776 | |||
Subsequent Event [Member] | ||||||
Share price | $ 5.1875 | |||||
Warrant [Member] | ||||||
Warrant outstanding | 700,838 | 700,838 | ||||
Warrants exercise price | $ 8 | $ 8 | ||||
Warrant One [Member] | ||||||
Warrant outstanding | 3,287,123 | 3,287,123 | ||||
Warrants exercise price | $ 2.01 | $ 2.01 |
SCHEDULE OF INVENTORY AND DEPOS
SCHEDULE OF INVENTORY AND DEPOSITS (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Inventory – finished goods | $ 826,494 | $ 685,854 |
Inventory deposits | 224,894 | |
Total Inventory and deposits | $ 1,051,388 | $ 685,854 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 323,798 | $ 310,147 |
Less: Accumulated depreciation | (310,602) | (309,247) |
Net property and equipment | 13,196 | 900 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 32,261 | 32,261 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 291,537 | $ 277,886 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 1,355 | $ 1,798 |
RELATED PARTY NOTE PAYABLE AN_2
RELATED PARTY NOTE PAYABLE AND RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2016 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Loans Payable | $ 277,886 | ||
Chief Executive Officer [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Compensation | $ 358,000 | $ 90,000 | |
President [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Compensation | $ 150,000 | $ 60,000 |
SCHEDULE OF NOTES PAYABLE TO NO
SCHEDULE OF NOTES PAYABLE TO NON-RELATED PARTIES (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||
Total recorded as current liability | $ 4,385 | $ 12,939 |
Loans [Member] | ||
Short-Term Debt [Line Items] | ||
Total recorded as current liability | $ 4,385 | $ 12,939 |
SCHEDULE OF NOTES PAYABLE TO _2
SCHEDULE OF NOTES PAYABLE TO NON-RELATED PARTIES (Details) (Parenthetical) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Loans [Member] | ||
Short-Term Debt [Line Items] | ||
Monthly payment | $ 1,426 | $ 1,426 |
Convertible Debenture [Member] | ||
Short-Term Debt [Line Items] | ||
Debt interest rate | 12% | 12% |
NOTES PAYABLE _ WORKING CAPIT_2
NOTES PAYABLE – WORKING CAPITAL (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | |||||
Loss on extinguishment of debt | $ (638,148) | $ (1,376,756) | $ (638,148) | ||
Outstanding balance on working capital notes | 605,037 | 605,037 | $ 4,952,326 | ||
Short-Term Debt [Member] | |||||
Short-Term Debt [Line Items] | |||||
Debt instrument, face amount | $ 60,000 | 60,000 | |||
Short-Term Debt One [Member] | |||||
Short-Term Debt [Line Items] | |||||
Repayment of debt | 2,541,634 | ||||
Debt conversion, face value | 1,950,224 | ||||
Loss on extinguishment of debt | 1,376,756 | ||||
Short-Term Debt One [Member] | Common Stock [Member] | |||||
Short-Term Debt [Line Items] | |||||
Debt conversion, face value | $ 2,803,632 |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 6,466,694 | $ 5,663,628 |
Total deferred tax asset | 6,466,694 | 5,663,628 |
Less: Valuation allowance | (6,466,694) | (5,663,628) |
Net deferred tax asset |
SCHEDULE OF EFFECTIVE INCOME TA
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details) | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Federal statutory rate | (21.00%) |
State taxes, net of federal benefit | (0.00%) |
Change in valuation allowance | 21% |
Effective tax rate | 0% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Operating loss carryforward | $ 31,199,986 | $ 26,969,657 |
Valuation allowance for deferred tax assets | $ 6,466,694 | $ 5,663,628 |
Valuation allowance description | As a result, management determined it was more likely than not deferred tax assets will not be realized as of June 30, 2022, and December 31, 2021, and recognized 100% valuation allowance for each period |
SHARE CAPITAL (Details Narrativ
SHARE CAPITAL (Details Narrative) - USD ($) | Feb. 10, 2022 | Feb. 07, 2022 | Feb. 03, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | |||||
Common stock, shares authorized | 600,000,000 | 600,000,000 | |||
Common stock, par value | $ 0.001 | $ 0.001 | |||
Preferred stock, shares authorized | 10,000,000 | ||||
Preferred stock, par value | $ 0.001 | ||||
Stockholders reverse stock split description | On February 7, 2022, the Company effectuated a reverse split of its issued and outstanding shares of common stock at a ratio of 1-for-80. The share numbers and pricing information in this report are adjusted to reflect the reverse stock split | ||||
Common stock, shares, issued | 4,741,321 | 1,597,370 | |||
Common stock, shares, outstanding | 4,741,321 | 1,597,370 | |||
Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Cconversion of stock | 251,698 | ||||
Debt conversion, converted instrument, shares issued | 186,067 | ||||
Common Stock [Member] | Subscription Arrangement [Member] | |||||
Class of Stock [Line Items] | |||||
Equity method investment received | $ 10,500,000 | ||||
Shares purchased | 2,530,121 | ||||
Stock price per share | $ 4.15 | ||||
Series B Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Cconversion of stock | 201,358 | ||||
Preferred stock, shares, issued | 75,143 | 276,501 | |||
Preferred stock, shares, outstanding | 75,143 | 276,501 | |||
Series A Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares, issued | 100,000 | 100,000 | |||
Preferred stock, shares, outstanding | 100,000 | 100,000 |
SCHEDULE OF FAIR VALUE MEASUREM
SCHEDULE OF FAIR VALUE MEASUREMENT (Details) | Jun. 30, 2022 | Dec. 31, 2021 |
Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 1.80 | 5.68 |
Measurement Input, Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 8 | 8 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Term (expected in years) | 5 years | 3 years 2 months 12 days |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 148.26 | 203.44 |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0 | 0 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 2.32 | 1.52 |
SCHEDULE OF WARRANT ACTIVITY (D
SCHEDULE OF WARRANT ACTIVITY (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement [Abstract] | |||
Shares Outstanding and Exercisable - Beginning | 701,776 | 43,688 | |
Weighted-Average Exercise Price Per Share - Outstanding and Exercisable Beginning | $ 8.80 | $ 20.80 | |
Outstanding and Exercisable Weighted Average Remaining Contractual Term, Beginning | 2 years 11 months 12 days | 3 years 5 months 23 days | |
Intrinsic value - Beginning | |||
Shares, Granted | 2,909,639 | 662,713 | |
Weighted-Average Exercise Price Per Share - Granted | $ 5.1875 | $ 8 | |
Granted Weighted Average Remaining Contractual Term | 5 years | 2 years 11 months 12 days | |
Intrinsic value - Granted | |||
Intrinsic value - Exercised | |||
Shares, Expired | (938) | (4,625) | |
Weighted-Average Exercise Price Per Share - Expired | |||
Intrinsic value - Expired | |||
Shares, Granted in Debt Conversion | 377,484 | ||
Weighted-Average Exercise Price Per Share - Granted in Debt Conversion | $ 5.1875 | ||
Granted in Debt Conversion Weighted Average Remaining Contractual Term | 5 years | ||
Shares, Granted Prefunded | 377,484 | ||
Weighted-Average Exercise Price Per Share - Granted Prefunded | $ 0.01 | ||
Granted Prefunded Weighted Average Remaining Contractual Term | 5 years | ||
Shares, Exercised | |||
Weighted-Average Exercise Price Per Share, Exercised | |||
Shares Outstanding and Exercisable - Ending | 4,365,446 | 701,776 | 43,688 |
Weighted-Average Exercise Price Per Share - Outstanding and Exercisable Ending | $ 5.05 | $ 8.80 | $ 20.80 |
Outstanding and Exercisable Weighted Average Remaining Contractual Term, Ending | 4 years 2 months 19 days | ||
Intrinsic value - Ending |
WARRANTS AND OPTIONS (Details N
WARRANTS AND OPTIONS (Details Narrative) - shares | Jun. 30, 2022 | Dec. 31, 2021 |
Share-Based Payment Arrangement [Abstract] | ||
Warrants issued and outstanding | 4,365,446 | 701,776 |
SCHEDULE OF FUTURE MINIMUM RENT
SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASE (Details) | Jun. 30, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 169,096 |
2023 | 76,628 |
2024 | 77,681 |
2025 | 78,755 |
2026 | 19,689 |
Total | $ 421,848 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 6 Months Ended | ||
Apr. 06, 2022 USD ($) ft² | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | |
Product Liability Contingency [Line Items] | |||
Rent expense | $ 112,000 | $ 100,000 | |
Nashville [Member] | Two Year Lease Agreement [Member] | |||
Product Liability Contingency [Line Items] | |||
Office space | ft² | 1,750 | ||
Lease cost | $ 4,750 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($) | 1 Months Ended | |
Jul. 29, 2022 | Jul. 07, 2022 | |
Subsequent Event [Line Items] | ||
Number of stock sold | 11,711,712 | |
Investors, price per share | $ 1.11 | |
Gross proceeds from sale of stock | $ 12,900,000 | |
Warrants and rights outstanding term | 5 years | |
Share price | $ 0.86 | |
Champion Purchase Agreement [Member] | ||
Subsequent Event [Line Items] | ||
Business Combination, Consideration Transferred | $ 9,150,000 | |
Cash deposits | 350,000 | |
Payments for seller amount | $ 397,420.32 |