(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

(Name, address, including zip code, and telephone number, including area code, of agent for service)

As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following ~~box:~~.box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. .☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. .☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. .

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, ~~or a~~ smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” ~~and~~ “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act ~~(Check One):~~of 1934.

¹~~Estimated solely~~If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for ~~purposed of calculating the registration fee under Rule 457(a) and (o)~~complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ~~This~~☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall ~~also cover any additional shares of common stock which~~thereafter become ~~issuable by reason of any stock split, stock dividend, anti-dilution provisions or similar transaction effected without the receipt of consideration which results~~effective in ~~an increase in the number~~accordance with Section 8(a) of the ~~outstanding shares of common stock of~~Securities Act or until the ~~registrant.~~

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING, PURSUANT TO SECTIONregistration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said section 8(a), ~~MAY DETERMINE.~~may determine.

The information ~~contained~~ in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and ~~it is~~we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

This prospectus relates to the ~~“Company”) is~~ offering ~~for sale a maximum~~and resale by the Selling Security Holders identified herein of ~~6,000,000~~up to an aggregate of 754,968 shares of ~~its common stock at a fixed~~the Company’s Common Stock, par value $0.001 per share (the “Common Stock”). The 754,968 shares of Common Stock consist of 377,484 shares of Common Stock underlying the Pre-funded Warrants issued in connection with the Company’s Public Offering (the “Pre-funded Warrants”) and 377,484 shares of Common Stock underlying warrants to purchase Common Stock (the “Warrants”). The Pre-funded Warrants and Warrants were issued upon the conversion of the senior secured convertible promissory notes (the “Notes”) held by the Security Selling Holders. The Pre-funded Warrants have an exercise price of $0.01 per share of Common Stock and the Warrants have an exercise price of $5.1875 per share of Common Stock.

Our Common Stock are traded on the Nasdaq Capital Market under the symbols “AREB”. On April 13, 2022, the closing price of our Common Stock as reported on the Nasdaq Capital Market was $1.75 per share. ~~There is no minimum number~~This price will fluctuate based on the demand for our Common Stock. However, the Common Stock offered by this prospectus may also be offered by the Selling Security Holders to or through underwriters, dealers, or other agents, directly to investors, or through any other manner permitted by law, on a continued or delayed basis. Please see “Plan of Distribution” beginning on page 28 of this prospectus.

We are not selling any shares ~~that must be sold by us for the~~of Common Stock in this offering, ~~to close,~~ and we will ~~retain all~~not receive any proceeds from the sale of shares by the Selling Security Holders. The registration of the securities covered by this prospectus does not necessarily mean that any of the securities will be offered ~~shares~~or sold by the Selling Security Holders. The timing and amount of any sale is within the respective Selling Security Holders’ sole discretion, subject to certain restrictions.

Investing in our securities involves a high degree of risk. See “Risk Factors” in the section entitled “Risk Factors” on page 13 of this prospectus for a discussion of certain risk factors that ~~are sold. The offering is being conducted~~should be considered by prospective purchasers of the Common Stock offered under this prospectus.

You should rely only on the information contained in this prospectus or any prospectus supplement or amendment hereto. We have not authorized anyone to provide you with different information.

Investing in our securities involves a self-underwritten, best efforts basis, which means our founder, and CEO, Mr. David Estus, will attempt to sell the shares. This prospectus will permit our founder and CEO to sell the shares directly to the public, with no commission or other remuneration payable to him for any the shares he may sell. Mr. Estus will sell the shares and intends to offer them to friends, family membershigh degree of risk. See “Risk Factors” beginning on page 13 of this prospectus. You should carefully consider these risk factors, as well as ~~business acquaintances. In offering~~ the ~~securities on our behalf, Mr. Estus will rely on the safe harbor from broker-dealer registration set forth~~information contained in ~~Rule 3a4-1 under the Securities and Exchange Act of 1934. The intended methods of communication include, without limitation, telephone and personal contacts. For more information, see the section of~~ this prospectus, ~~entitled “Plan of Distribution”.~~

The proceeds from the sale of the shares in this offering will be payable to The Krueger Group, LLP - Attorney-Client Trust Account. All subscription funds will be held in a non-interest-bearing account pending the completion of the offering. The offering will be completed 180 days from the effective date of this prospectus, unless extended by our board of directors (the “Board of Directors”) for an additional 180 days. There is no minimum number of shares that must be sold. All subscription agreements and checks for payment of shares are irrevocable (except as to any state that requires a statutory cooling-off period or provide for rescission rights). For more information, see the section of this prospectus entitled “Plan of Distribution”.

There is currently no public or established market for our shares. Consequently, our shareholders will not be able to sell their shares in an organized market place and may be limited to selling their shares privately. Accordingly, an investment in our common stock is considered an illiquid investment.

~~We are an “emerging growth company” under applicable federal securities laws and are subject to reduced public company reporting requirements.~~~~See “Risk Factors” beginning on page 8.~~

~~We are selling the shares without an underwriter and may not be able to sell all or even~~before purchasing any of the ~~shares~~securities offered ~~herein.~~by this prospectus.

NEITHER THE ~~SECURTIES~~SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE ~~SECURITES COMMISION~~SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE ~~SECURITEIS~~SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES, AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

You may only rely on the information contained in this prospectus or that we have referred you to. We ~~are~~have not authorized anyone to provide you with different information. This prospectus does not constitute an ~~internet portal based software driven, cubicle panel and wall covering business. CubeScape, Inc. was incorporated~~offer to sell or a solicitation of an offer to buy any securities other than the Common Stock offered by this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any Common Stock in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus nor any sale made in connection with this prospectus shall, under the laws of the State of Nevada on December 15, 2014. On January 15, 2015 we entered into an agreement with our founder, at which time we acquired a comprehensive business plan, certain tangible assets and intangible assets with which we started CubeScape’s business operations. Mr. David Estus, our founder,any circumstances, create any implication that there has been ~~working on the CubeScape business model for many years~~no change in our affairs since obtaining the ‘CUBESCAPES’ trademark from the United States Patent and Trademark Office on April 17, 2007. As of August 4, 2015, we had one employee, our founder and executive officer, Mr. Estus. Through the date of this ~~report,~~prospectus is correct as of any time after its date.

Unless the context otherwise requires, we use the terms “we,” “us,” “the Company”, “American Rebel” and “our” to refer to American Rebel Holdings, Inc. and its consolidated subsidiaries.

This prospectus contains forward-looking statements that reflect our ~~founder~~current expectations and ~~CEO has devoted between 10~~views of future events, all of which are subject to risks and ~~20 hours per week~~uncertainties. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. In some cases, you can identify forward-looking statements by terminology such as “may,” “might,” “should,” “intends,” “expects,” “plans,” “goals,” “projects,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these terms or other comparable terminology. These forward-looking statements should be evaluated with consideration given to the risks and uncertainties inherent in our business that could cause actual results and events to differ materially from those in the forward-looking statements.

Such forward-looking statements are based on a series of expectations, assumptions, estimates and projections about our Company, are not guarantees of future results or performance, and involve significant risks, uncertainties and other factors, including assumptions and projections, for all future periods. Our actual results may differ materially from any future results expressed or implied by such forward-looking statements. Such factors include, among others:

The forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. The foregoing list of important factors does not include all such factors, nor necessarily present them in order of importance. For additional information regarding risk factors that could affect the Company’s, ~~business operations.~~see “Risk Factors” beginning on page 13 of this prospectus, and as may be included from time-to-time in our reports filed with the Securities and Exchange Commission (the “SEC”).

The Company intends the forward-looking statements to speak only as of the time of such statements and does not undertake or plan to update or revise such forward-looking statements as more information becomes available or to reflect changes in expectations, assumptions or results. The Company can give no assurance that such expectations or forward-looking statements will prove to be correct. An occurrence of, or any material adverse change in, one or more of the risk factors or risks and uncertainties referred to in this prospectus, could materially and adversely affect our results of operations, financial condition, and liquidity, and our future performance. We doundertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

This prospectus contains data related to the permanent and temporary safes and concealed self-defense products industry in the United States. This industry data includes projections that are based on a number of assumptions which have been derived from industry and government sources which we believe to be reasonable. We have not independently verified such third-party information. Industry and market data could be inaccurate because of the method by which sources obtained their data and because information cannot be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties. Industry and market data are often forecasts by industry experts best equipped to make forecasts, but all forecasts bear a certain degree of uncertainty and should not be relied upon as facts. Such data and estimates are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors.” The permanent and temporary safes and concealed self-defense products industries may not grow at the rate projected by industry data, or at all. The failure of the industries to grow as anticipated is likely to have a ~~compensatory agreement~~material adverse effect on our business and the market price of our Common Stock. In addition, the rapidly changing nature of the permanent and temporary safes and concealed self-defense industries subjects any projections or estimates relating to the growth prospects or future condition of our industries to significant uncertainties. Furthermore, if any one or more of the assumptions underlying the industry data turns out to be incorrect, actual results may, and are likely to, differ from the projections based on these assumptions.

The following highlights certain information contained elsewhere in ~~place with Mr. Estus. For~~this prospectus. It does not contain all the ~~remainder of 2015, Mr. Estus has agreed~~details concerning this offering, including information that may be important to ~~continue~~you. You should carefully review this entire prospectus including the section entitled “Risk Factors” and the consolidated historical and consolidated pro forma financial statements and accompanying notes contained herein. See “Where You Can Find More Information.” Unless the context otherwise requires, we use the terms “we,” “us,” “the Company,” “American Rebel” and “our” to ~~provide these services without an agreement with us. The~~refer to American Rebel Holdings, Inc. and its wholly-owned subsidiary American Rebel, Inc.

Our Company has agreed to revisit this compensation arrangement in December 2015. Mr. Estus provides his creative energies to another business entity in the computer and video gaming industry from which he derives his primary income.

The Company ~~issued 6,000,000 shares~~operates primarily as a marketer and designer of ~~its common stock to Mr. Estus on December 15, 2014 (inception) in exchange for organizational services. These services were valued at $6,000. As described above, in January 2015 Mr. Estus sold to~~branded safes and personal security and self-defense products. Additionally, the Company designs and produces branded apparel and accessories.

We believe that when it comes to their homes, consumers place a ~~comprehensive~~premium on their security and ~~extensive business plan packed~~privacy. Our products are designed to offer our customers convenient, efficient and secure home and personal safes from a provider that they can trust. We are committed to offering products of enduring quality that allow customers to keep their valuable belongings protected and to express their patriotism and style, which is synonymous with ~~over ten years~~the American Rebel brand.

Our safes and personal security products are constructed primarily of ~~research and development efforts, software development costs related~~U.S.-made steel. We believe our products are designed to our design portal, along with certain office furnishings and computing equipment. The Company issued to Mr. Estus 3,000,000 shares of common stock with a stated value of $24,000 or $0.008 per share. Mr. Estus incurred and/or paid in excess of $36,000 over the previous 24 months in the advancement, refinement and development of the CubeScape business plan,safely store firearms, as well as ~~equipment~~store our customers’ priceless keepsakes, family heirlooms and treasured memories, and aim to ~~be used in its business operations. The Company believes $24,000 represents~~make our products accessible at various price points for home use. We believe our products are designed for safety, quality, reliability, features and performance.

To enhance the ~~fair value~~strength of ~~the tangible~~our brand and intangible assets purchased. Total costs incurred by Mr. Estus during the prior ten years could very well be in excess of $50,000, not taking into account Mr. Estus’ services, which valued at $0 for purposes of Topic 5-Gdrive product demand, we work with our sole supplier and ~~in accordance with generally accepted accounting principles (“GAAP”).~~

~~We are an early stage business enterprise (“development stage entity”)~~manufacturer to emphasize product quality and have limited financial resources. We have not established or attempted to establish a source of equity or debt financing. We intend on open having discussions with advisors and other financial resources regarding the financing or securing of working capital for business operations and growth. Our auditors included an explanatory paragraph in their report on our financial statements that states that “the Company’s losses from operations raise substantial doubt about its ability to continue as a going concern”. We continue to improve upon our business plan and operations. We intend to hire consultants, graphic designers and other artists to assist with themechanical development and writing of software code for our design portal and smartphone apps, along with progressive graphics for our intended product. To date, we incurred significant quantifiable and unquantifiable costs related to this development. We have a significant amount of work that needs to be done and working capital that needs to be secured in order to ~~bring~~improve the performance and affordability of our ~~product~~products while providing support to ~~market. To date,~~our distribution channel and consumers. We seek to sell products that offer features and benefits of higher-end safes at mid-line price ranges.

We believe that safes are becoming a ‘must-have appliance’ in a significant portion of households. We believe our current safes provide safety, security, style and peace of mind at competitive prices. We are in the process of developing a newly designed model safe, which is expected to be produced in the U.S. We anticipate our new model safe will offer and be equipped with technologically advanced features, such as independent bolt works operation, double-steel door-jamb framing, and a standardized geared locking mechanism.

In addition to branded safes, we ~~have not developed any saleable product~~offer an assortment of personal security products as well as apparel and ~~cannot predict when~~accessories for men and women under the Company’s American Rebel brand. Our backpacks utilize what we believe is a ~~saleable product will be developed.~~ distinctive sandwich-method concealment pocket, which we refer to as Personal Protection Pocket, to hold firearms in place securely and safely. The concealment pockets on our Freedom 2.0 Concealed Carry Jackets incorporate a silent operation opening and closing with the use of a magnetic closure.

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

Through our growing network of dealers, we promote and ~~CEO’s business, video game~~sell our products in select regional retailers and ~~software development relationships in executing~~local specialty safe, sporting goods, hunting and ~~improving upon~~firearms stores, as well as online, including our ~~core business operations.~~website and e-commerce platforms such as Amazon.com

~~The Company has no current intentions, plans, arrangements, commitments or understandings to engage~~

We offer a wide range of home, office and personal safe models, in a ~~merger~~broad assortment of sizes, features and styles, which are constructed with U.S.-made steel. Demand for our safes is growing moderately across all segments of our customers, including individuals and families seeking to protect their valuables, businesses seeking to protect valuables and irreplaceable items such as artifacts and jewelry, and dispensaries servicing the community that seek to protect their inventory and cashflow. Traditionally, our safes have particularly appealed to responsible gun owners, sportsmen, competitive shooters and hunters seeking a premium and responsible solution to secure valuables and firearms, to prevent theft and to protect loved ones. We expect to benefit from increasing awareness of and need for safe storage of firearms in future periods.

In addition to home, office and personal safes, we offer certain other security products, such as our concealed carry backpack selection. Our backpacks consist of an assortment of sizes, features and styles. Our XL, Large, and Medium concealed carry backpacks feature our proprietary “Personal Protection Pocket” which utilizes a sandwich method to keep handguns secure and in the desired and easily accessible position. The sandwich method is comprised of two foam pads that surround or ~~acquisition~~sandwich the firearm in place. The user can access the isolated Protection Pocket from either side of the backpack. These concealed carry backpacks are designed for everyday use while keeping firearms concealed, safe and easily accessible.

We offer a wide range of concealed carry jackets, vests and coats for men and women. We also offer patriotic apparel for the whole family, with ~~another company nor does~~ the American Rebel imprint. Our apparel line serves as “point man” for the brand, often acting as the first point of exposure that people have to all things American Rebel. Our apparel line is designed and branded to be stylish, patriotic and bold. We emphasize styling that complements our enthusiasts’ and customers’ lifestyle, representing the values of our community and quintessential American character. The American Rebel clothing line style is not only a fashion statement; we seek to cultivate a sense of pride of belonging to our patriotic family, in your adventures and in life.

In addition to our apparel line, we also offer select supplemental accessories for our products, including space savings items for our safes such as hangers, lights kits, moisture guard, and rifle rod kits.

To further complement our diverse product offerings, we intend to introduce additional products in the year of 2022. Below is a summary of our upcoming product offerings:

We believe we are progressing toward long-term, sustainable growth, and our business has, and our future success will be driven by, the following competitive strengths:

Four-Way Active Boltworks – AR-50(14), AR-40(12), AR-30(10), AR-20(10), AR-15(8), AR-12(8)

* Double Plate Steel Door is formed from two U.S.-made steel plates with fire insulation sandwiched inside. Thicker steel is placed on the outside of the door while the inner steel provides additional door rigidity and attachment for the locking mechanism and bolt works. The door edge is reinforced with up to four layers of laminated steel. Pursuant to industry-standard strength tests performed, this exclusive design offers up to 16 times greater door strength and rigidity than the “thin metal bent to look thick” doors.

* Double-Steel Door Casement is formed from two or ~~any~~more layers of ~~its shareholders~~steel and is welded around the perimeter of the door opening. Pursuant to industry-standard strength tests performed, it more than quadruples the strength of the door opening and provides a more secure and pry-resistant door mounting. Our manufacturer installs a Double-Steel Door Casement™ on our safes. We believe the reinforced door casement feature provides important security as the safe door is often a target for break-in attempts.

* Diamond-Embedded Armor Plate Industrial diamond is bonded to a tungsten steel alloy hard plate. Diamond is harder than either a cobalt or carbide drill. If drilling is attempted the diamond removes the cutting edge from the drill, thus dulling the drill bit to where it will not cut.

Our goal is to enhance our position as a designer, producer and marketer of premium safes and personal security products. We have ~~any~~established plans to ~~enter into a change~~grow our business by focusing on three key areas: (1) organic growth and expansion in existing markets; (2) strategic acquisitions, and (3) expanding the scope of ~~control or similar type of transaction.~~our operation activities to the dispensaries U.S. community.

CubeScape is a progressive cubicle panel/wall covering business. CubeScape’s coverings are designed to be a wrap-around one-piece with a panoramic presentation of media/art chosen by the user. These coverings can be made for many uses besides office cubicles, currently our primary focus. Our product offering, wrap-around coverings run the gamut from scenes from nature, sports and action-oriented themes, to fantasy based, to game related, and even current and historical pop-art/popular culture themes. Our wrap-around coverings will be made of non-permanent high quality decorative materials designed to be easily applied and removed with little or no damage to walls or other surfaces for which they may be used on. Besides our vast array of stock-photo art, customers can create custom wrap-around coverings using a proprietary design website or portal (currently under development).

~~CubeScape maintains a vast library of contemporary images that are both hip and cutting edge. Contemporary themes~~We have developed primarily by our founder that became our specialty; rock concerts, club scenes, inner-city, urban themes to fascinating industrial settings. Our wrap-around covers are intended to be produced by a quality-focused manufacturer (made in America) specializing in vinyl, durable coverings, drop shipped by selected US partners, where the finished product, a unique wrap-around covering (much like a poster, but superior in quality and durability), arrives in a convenient cardboard tube, ready to apply to your cubicle wall or other surface. Our strategy is to exploit what we believe is a multi-pronged growth strategy, as described below, to behelp us capitalize on a ~~growing market for non-permanent decal-based décor, targeting~~sizable opportunity. Through methodical sales and marketing efforts, we believe we have implemented several key initiatives we can use to grow our business more effectively. We believe we have made significant progress in 2021 in the ~~office cubicle environment~~form of nearly $200,000 in sales to first-time buyers. We also intend to opportunistically pursue the strategies described below to continue our upward trajectory and other work space environments. New materials and adhesives reach the marketplace each and every month which may stimulate new product-lines for us, such as automobile (graphic) wraps, life-size (or larger than life) wall (vinyl posters) of sports figures, semi-permanent or other-use wraps that provide protection from theenhance stockholder value. Key elements of ~~nature~~our strategy to achieve this goal are as follows:

Organic Growth and ~~provide a unique personality~~Expansion in Existing Markets - Build our Core Business

The cornerstone of our business has historically been our safes product offering. We are focused on continuing to ~~otherwise yet inanimate objects. CubeScape, through its development~~develop our home, office and ~~recent growth has identified an untapped market that may contain more than 100 million cubicle-bound workers (or “cube jockeys”)~~personal safes product lines. We are investing in ~~the United States alone.~~ adding what we believe are distinctive technology solutions to our safes.

also working to increase floor space dedicated to our safes and strengthen our online presence in order to expand our reach to new enthusiasts and build our devoted American Rebel community. We intend to ~~develop the brand “CubeScape” for durable quality made panoramic vinyl wall graphics using an interactive design portal all~~continue to ~~be made in America. Our design portal will provide the users the ability~~endeavor to create ~~unique wall~~ and ~~cubicle panel art that enhances office~~provide retailers and cubicle space with a new approach to work space aesthetics. These products intended to be high resolution wall graphics depicting professional art, stock photos, or user provided images blended in a unique and personal format, constructed of vinyl and low-tack adhesive.

We believe our design portal will enable the creation of custom designs, providing an environment reducing stress and fatigue of toiling in the modern work-place environment, the “cubicle”. Corporate logos may be integrated in wall graphics providing corporate sponsorship for uses in decorating work space at no cost. In order to attract large user customers (employers with 49 or more employees), we will seek to identify cost-saving opportunities, define economic return for employers through increased employee productivity because of our products. We believe our design portal will become an integral part of an office design and layout with unique and lasting upgrades to what are utter drab work space environments. Our design portal and graphics printing service is intended to provide a three-step process providing customers with what we believe are responsible, safe, reliable and stylish products, and we expect to concentrate on tailoring our supply and distribution logistics in response to the specific demands of our customers.

We are currently developing a new model of our home and office safes. Our new safe model, which we expect to introduce at industry trade shows in early 2022, is to be built in the U.S. through our collaboration with Industrial Maintenance Incorporated (“IMI”). The new “Made in the USA” safe model is expected to be manufactured in Topeka, Kansas, and is ready to begin production. We believe IMI’s location is very advantageous, as it is located near our sales office in Lenexa, Kansas.

We expect the new planned model to include additional features, such as a reinforced door and upgraded locking mechanism, and increased fire rating, among others. We are focused on developing best in class, compelling combination of functionality, convenience and style without compromising performance of our safes. We intend to use our designing and developing processes to enhance technological and time to market advantages over incumbent safes manufacturers.

While we currently rely on third-party manufactures for the production of our current line of safes, apparel and accessories, we believe that the expected addition of manufacturing capabilities following the signing of the contract with the aforementioned manufacturer, which we anticipate to work exclusively with us, would allow us, among other benefits, to ramp up our production levels to meet expected demand for our products, provide us greater autonomy over the manufacturing process, and add what we believe are distinctive features.

Additionally, our Concealed Carry Product line and Safe line serve a large and growing market segment. We believe that interest in safes increase, as well as in our complimentary concealed carry backpacks and apparel as a byproduct, when interest of the general population in firearms increase. To this extent, the FBI’s National Instant Criminal Background Check System (NICS), which we believe serves as a proxy for gun sales since a background check is generally needed to purchase a firearm, reported a record number of background checks in 2020, 39,695,315. The prior annual record for background checks was 2019’s 28,369,750. In 2021, there were 38,876,673 background checks conducted, similar to that of 2020’s annual record which was 40% higher than the previous annual record in 2019. While we do not expect this increase in background checks to necessarily translate to an equivalent number of additional safes purchased, we do believe it might be an indicator of the increased demand in the safe market. In addition, certain states (such as Massachusetts, California, New York and Connecticut) are starting to legislate new storage requirements in respect of firearms, which is expected to have positive impact on the sale of safes.

We continue to strive to strengthen our relationships with our current distributors, dealers, manufacturers and specialty retailers and to attract other distributors, dealers, and retailers. We believe that the success of our efforts depends on the distinctive features, quality, and performance of our products; continued manufacturing capabilities and meeting demand for our safes; the effectiveness of our marketing and merchandising programs; and the dedicated customer support.

In addition, we seek to improve customer satisfaction and loyalty by offering distinctive, high-quality products on a timely and cost-attractive basis and by offering efficient customer service. We regard the features, quality, and performance of our products as the most important components of our customer satisfaction and loyalty efforts, but we also rely on customer service and support for growing our business.

Furthermore, we intend to continue improving our business operations, including research and development, component sourcing, production processes, marketing programs, and customer support. Thus, we are continuing our efforts to enhance our production by increasing daily production quantities through equipment acquisitions, expanded shifts and process improvements, increased operational availability of our equipment, reduced equipment down times, and increased overall efficiency.

We believe that by enhancing our brand recognition, our market share might grow correspondingly. Industry sources estimate that 70 million to 80 million people in the United States own an aggregate of more than 400 million firearms, creating a large potential market for our safes and personal security products. We are focusing on the premium segment of the market through the quality, distinctiveness, and performance of our products; the effectiveness of our marketing and merchandising efforts; and the attractiveness of our competitive pricing strategies.

We are consistently evaluating and considering acquisitions opportunities that fit our overall growth strategy as part of our corporate mission to accelerate long-term value for our stockholders and create integrated value chains.

Along these lines, in March of 2022 we entered into a letter of intent (“LOI”) to purchase a safe manufacturer. The final structure of the acquisition will be determined by the parties following the receipt of tax, corporate and securities law advice. The acquisition will be structured as an arm’s length transaction and pursuant to the terms of the LOI the parties intend to sign a definitive agreement in respect of the acquisition on or before April 30, 2022. Under the terms of the LOI, we would acquire all of the outstanding shares of capital stock of the acquisition target, free and clear of all encumbrances for a combination of cash and stock. As part of the LOI, we gave the target a $250,000 non-refundable deposit, which will be credited to us at closing. Completion of the acquisition is subject to a number of conditions, including but not limited to the following key conditions: the target obtaining an audit of its financial statements; execution of the definitive and ancillary agreements; completion of mutually satisfactory due diligence; us obtaining sufficient financing to complete the acquisition; and receipt of all required regulatory, corporate and third-party approvals, and the fulfillment of all applicable regulatory requirements and conditions necessary to complete the acquisition.

Expanding Scope of Operations Activities by Offering Servicing Dispensaries and Brand Licensing

We continually seek to target new consumer segments for our safes. As we believe that safes are becoming a must-have household appliance, we strive to establish authenticity by selling our products to additional groups, and to expand our direct-to-consumer presence through our website and our showroom in Lenexa, Kansas.

Further, we expect the cannabis dispensary industry to be a ~~unique approach~~material growth segment for our business. Several cannabis dispensary operators have expressed interest in the opportunity to ~~integrating corporate office work space~~help them with ~~art.~~their inventory locking needs. Cannabis dispensaries have various insurance requirements and local ordinances requiring them to secure their inventory when the dispensary is closed. Dispensary operators have been purchasing gun safes and independently taking out the inside themselves to allow them to store cannabis inventory. Recognizing what seems to be a growing need for cannabis dispensary operators, we have designed a safe tailor-made for the cannabis industry. With the legal cannabis hyper-growth market expected to exceed $43 billion by 2025, and an increasing number of states where the growth and cultivation of cannabis is legal (California, Colorado, Hawaii, Maine, Maryland, Michigan, Montana, New Mexico, Oregon, Rhode Island, Vermont and Washington), we believe we are well positioned to address the need of dispensaries. American Rebel has a long list of dispensary operators, growers, and processors interested in the Company’s inventory control solutions. We believe ~~this approach~~that dispensary operators, growers, and processors are another fertile new growth market for our Vault Doors products, as many in the cannabis space have chosen to install entire vault rooms instead of individual inventory control safes—the American Rebel Vault Door has been the choice for that purpose.

Further, we believe that American Rebel has significant potential for branded products as a lifestyle brand. As the American Rebel Brand continues to grow in popularity, we anticipate generating additional revenues from licensing fees earned from third parties who wish to engage the American Rebel community. While the Company does not generate material revenues from licensing fees, our management believes the American Rebel brand name may in the future have significant licensing value to third parties that seek the American Rebel name to brand their products to market to the American Rebel target demographic. For example, a tool manufacturer that wants to pursue an alternative marketing plan for a different look and feel could license the American Rebel brand name for their line of tools and market their tools under our distinct brand. This licensee would benefit from the strong American Rebel brand with their second line of American Rebel branded tools as they would continue to sell both of the lines of tools. Conversely, American Rebel could potentially also benefit as a licensee of products. If American Rebel determines a third party has designed, engineered, and manufactured a product that would be a strong addition to the American Rebel catalog of products, American Rebel could license that product from the third-party and sell the licensed product under the American Rebel brand.

The safe industry is ~~necessary for breaking~~dominated by a small number of companies. We compete primarily on the quality, safety, reliability, features, performance, brand awareness, and price of our products. Our primary competitors Superior Safe, Champion Safe as well as certain other domestic and international safe manufacturers. We believe that given the current ~~office work space decisions, creating a long-lasting consumer relationship~~substantial uncertainty related to the supply chain and ~~happy, productive cube jockeys.~~

~~Through the assistance~~delivery of ~~a software development firm (which~~ international goods, we have ~~solicited their services since early 2011)~~a competitive advantage because of what we believe is our affinity marketing with the American Rebel brand and the fact our safes are not manufactured overseas.

We currently have one promissory note outstanding ~~efforts~~that we utilize to finance our operation. The note is dated July 1, 2021, and is in the amount of $600,000. The note matures on June 30, 2022, and interest on the note is 12% annually, paid quarterly.

For a complete description of our ~~founder, Mr. Estus~~credit facilities and the financial and restrictive covenants contained therein, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financing Arrangements.”

Please see our risk factors in connection therewith, including “Our substantial level of indebtedness and our current liquidity constraints could adversely affect our financial condition and our ability to service our indebtedness, which could negatively impact your ability to recover your investment in the Common Stock,” “Our indebtedness could adversely affect our business and limit our ability to plan for or respond to changes in our business, and we may be unable to generate sufficient cash flow to satisfy significant debt service obligations,” and “Despite the Company’s indebtedness levels, we are able to incur substantially more debt. This could further increase the risks associated with its leverage.”

We believe our commercial success depends in part on our ability to obtain and maintain intellectual property protection for our brand and technology, defend and enforce our intellectual property rights, preserve the confidentiality of our trade secrets, operate our business without infringing, misappropriating or otherwise violating the intellectual property or proprietary rights of third parties and prevent third parties from infringing, misappropriating or otherwise violating our intellectual property rights. We rely on a combination of patent, copyright and trade secret laws in the United States to protect our proprietary technology. We also rely on a number of United States registered, pending and common law trademarks to protect our brand “American Rebel”.

On May 29, 2018, US Patent No. 9,984,552, Firearm Detecting Luggage, was issued to us. The term of the patent is 20 years from the issuance date. In addition to our patent, we rely upon unpatented trade secrets and know-how and continuing technological development and maintain our competitive position. Trade secrets and know-how, however, can be difficult to protect. We seek to protect our proprietary information, in part, by entering into confidentiality and proprietary rights agreements with our employees and independent contractors.

The storage of firearms and ammunition is subject to increasing federal, state and local governmental laws. While the current legislative climate does not appear to seek to limit possession of firearms, there is apparent momentum to require safe storage of firearms and ammunition. Although our safes, which are the primary driver of our sales and revenues, are designed to protect any valuables, a significant number of our safes’ end users have traditionally been gun enthusiasts, collectors, hunters, sportsmen and competitive shooters. Therefore, we expect the increases to federal, state and local governmental regulation of gun storage to have a positive effect on our business.

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

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

We expect that the demand for home, office and ~~product design method is near completion.~~personal safety and security products would remain stable, in part due to customers spending more time working remotely, increasing regulation mandating safe storage, and substantial uncertainty related to the supply chain and delivery of international goods, which in turn translate into, we believe, growth in demand for our home and personal safes as a U.S. company. We, ~~developed a durable~~however, cannot guarantee, that demand for our safes and ~~technical framework~~personal security products will keep growing through the end of the 2021 calendar year and ~~program design along with a sticky (GUI) interface that has been successful~~beyond.

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

Due to the substantial uncertainty related to the effects of the pandemic, its duration and the related market impacts, including the economic stimulus activity, we are unable to predict the specific impact the pandemic and related restrictions (including the lifting or re-imposing of restrictions due to any current or future variants of the COVID-19 virus or otherwise) will have ~~not formed any meaningful industry relationships~~on our results of operations, liquidity or long-term financial results.

Our business is subject to numerous risks and uncertainties, including those discussed in the ~~office furniture industry, but we intend to. The Company will seek~~section titled “Risk Factors” beginning on page 13 and elsewhere in this prospectus. These risks include the ~~assistance of established sales and marketing consultants that focus on office furniture and design in order to develop a sales and marketing strategy that capitalize on our product.~~following:

We intend to staff our organization and its management team (besides Mr. Estus) with various skills such as product design, engineering, software development along with a strong emphasis on graphics design and media/art.

Our principal executive offices are located at ~~1854 Oxford Avenue, Cardiff-by-the-Sea, California 92007, and our~~718 Thompson Lane, Suite 108-199, Nashville, Tennessee. Our telephone number is ~~(760) 613-6257.We may refer~~ (833) 267-3235. Our website address is www.americanrebel.com. The information contained on, or that can be accessed through, our website is not a part of this prospectus. Investors should not rely on any such information in deciding whether to ~~ourselves in this~~purchase our securities.

This prospectus ~~as “CSI,”~~relates to the ~~“Company,” “we,” or “us”.~~

~~We are offering for~~offer and sale ~~a maximum~~from time to time of ~~6,000,000~~up to an aggregate of 754,968 shares of ~~common stock at a fixed price~~the Common Stock, consisting of ~~$0.01 per share (this “Offering”). There is no minimum~~377,484 shares of Common Stock underlying 377,484 Pre-funded Warrants and 377,484 shares of Common Stock underlying the Warrants.

The number of shares ~~that must be sold~~of Common Stock ultimately offered for resale by ~~us for this Offering to close, and we retain all~~ the ~~proceeds from the sale~~Selling Security Holders depends upon how much of the ~~offered shares we sell. This Offering is being conducted on a self-underwritten, best efforts basis, which means our founder,~~Pre-funded Warrants the Selling Security Holders elect to exercise and CEO, Mr. Estus, will attempt to sell all the shares himself. This prospectus permits our founder and CEO to sell the shares directly to the public, with no commission or remuneration. Mr. Estus will sell allhow much of the ~~shares himself~~Warrants the Selling Security Holders elect to exercise and ~~intends to offer them to friends, family~~the liquidity and business acquaintances. In offering the securities on our behalf, Mr. Estus will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities and Exchange Act of 1934 (the “Exchange Act”). The intended methods of communication include, without limitation, telephone and personal contacts.

The proceeds from the sale of shares in this Offering will be made payable to The Krueger Group, LLP – Attorney-Client Trust Account, who acts as CSI’s escrow agent. The Krueger Group, LLP, also acts as legal counsel for CSI and, therefore, may not be considered an independent third party. All subscription agreements and checks are irrevocable and will be delivered to The Krueger Group, LLP at the address provided in the Subscription Agreement (see Exhibit 99.1).

All subscribed-to funds will be held in a non-interest-bearing account pending the completion of this Offering. The Offering ordinarily will be completed 180 days from the effective date of this prospectus, unless extended by our Board of Directors for an additional 180 days. There is no minimum number of shares that must be sold. All subscription agreements and checks for payment of shares are irrevocable (except for states that require a statutory cooling-off period or provide for rescission rights to the prospective investor).

~~The Company will deliver stock certificates for the shares of common stock purchased within 30 days of the close of this Offering or as soon thereafter as practicable.~~

~~The offering~~market price of ~~the common stock has been determined arbitrarily and bears no relationship to any objective criterion or value. The price does not bear any relationship to~~ our ~~assets, book value, historical earnings (if any), or net worth.~~Common Stock.

~~The following financial information should be read in conjunction with the financial statements and the notes contained elsewhere in this prospectus.~~

Investing in our securities involves a high degree of risk. You should ~~be aware that there are substantial risks to an investment in our common stock. Carefully~~carefully consider ~~these risk factors, along with~~and evaluate all of the ~~other~~ information ~~included~~contained in this prospectus before you decide to ~~invest~~purchase any Units, Pre-funded Units, Warrants or Common Stock pursuant to this offering. The risks and uncertainties described in ~~shares~~this prospectus are not the only ones we may face. Additional risks and uncertainties that we do not presently know about or that we currently believe are not material may also adversely affect our business, business prospects, results of operations or financial condition. Any of the risks and uncertainties set forth herein, could materially and adversely affect our business, results of operations and financial condition.

We currently do not own a manufacturing facility, and rely on a sole manufacturer and supplier for the production of our ~~common stock.~~safes; while we have obtained favorable financing arrangements in the past from this manufacturer and supplier, there is no assurance that a future supplier would provide similar favorable financing arrangements

~~If any~~We currently rely on a sole manufacturer and supplier for the production of our safes. We do not have control over the operations of the ~~following risk~~facilities of the third-party manufacturer that we use. While we may acquire our own manufacturing facility in the future, or acquire our sole manufacturer, to provide us greater flexibility and control over our products manufacturing needs, the operation of such a future plant might prove unsuccessful and fail.

The manufacturer of our safes has extended favorable financing arrangements in the past, but there is no assurance that a future supplier would provide similar favorable financing arrangements. Therefore, the continued supply and manufacturing of our sales by our sole manufacturer and supplier are critical to our success. Any event that causes a disruption of the operation of our safes’ sole manufacturer for even a relatively short period of time would adversely affect our ability to ship and deliver our safes and other products and to provide service to our customers. We have previously experienced, including during the first months after the spread of COVID-19 pandemic, and may in the future experience, launch and production ramp up delays for our products as a result of disruption at our supplier’s manufacturing partners.

Additionally, we have fully qualified only a very limited number of suppliers in the past and have limited flexibility in changing suppliers. Any disruption in the supply of our branded safes from our supplier could limit the availability of our sales and negatively impact our revenues. In the long term, we intend to supplement safes manufactured by our supplier with safes manufactured by us, which we believe will be more efficient and result in a greater manufacturing volume and under our control. Our efforts to develop and manufacture such safes, however, have required and may require significant investments, and there can be no assurance that we will be able to achieve these targets in the timeframes that we have planned or at all. If we are unable to do so, we may have to curtail our planned safes or procure additional safes from suppliers at potentially greater costs, either of which may harm our business and operating results.

Furthermore, the cost of safes, whether manufactured by our supplier or by us, depends in part upon the prices and availability of raw manufacturing materials such as steel, locks, fireboard, hinges, pins and other metals. The prices for these materials fluctuate and their available supply may be unstable, depending on market conditions and global demand for these materials, including as a result of increased global production of electric vehicles and energy storage products. Any reduced availability of these materials may impact our access to these parts and any increases in their prices may reduce our profitability if we cannot recoup the increased costs through increased safe prices. Moreover, any such attempts to increase product prices may harm our brand, prospects and operating results.

We have secured an exclusivity contract with a third-party manufacturer to assemble our new line of safes. We believe that this vertical integration would allow us, among other benefits, to ramp up our production levels to meet expected demand for our products, provide us greater autonomy over the manufacturing process

Our success depends upon our ability to introduce new products that track customer preferences.

Our success depends upon our ability to introduce new products that track consumer preferences. Our efforts to introduce new products into the market may not be successful, and new products that we introduce may not result in customer or market acceptance. We develop new products that we believe will match consumer preferences. The development of a new product is a lengthy and costly process and may not result in the development of a marketable or profitable product. Failure to develop new products that are attractive to consumers could decrease our sales, operating margins, and market share and could adversely affect our business, operating results, and financial condition.

Our business depends on maintaining and strengthening our brand, as well as our reputation as a producer of high-quality goods, to maintain and generate ongoing demand for our products, and any harm to our brand could result in a significant reduction in such demand which could materially adversely affect our results of operations.

The “American Rebel” name and brand image are integral to the growth of our business, as well as to the implementation of our strategies for expanding our business. Our success depends on the value and reputation of our brand, which, in turn, depends on factors ~~were~~such as the quality, design, performance, functionality and durability of our products, e-commerce sales and retail partner floor spaces, our communication activities, including advertising, social media and public relations, and our management of the customer experience, including direct interfaces through customer service. Maintaining, promoting, and positioning our brand are important to ~~occur,~~expanding our customer base and will depend largely on the success of our marketing and merchandising efforts and our ability to provide consistent, high-quality consumer experiences. To sustain long-term growth, we must continue to successfully promote our products to consumers, as well as other individuals, who value and identify with our brand.

Ineffective marketing, negative publicity, product diversion to unauthorized distribution channels, product or manufacturing defects, and those and other factors could rapidly and severely diminish customer confidence in us. Maintaining and enhancing our brand image are important to expanding our customer base. If we are unable to maintain or enhance our brand in current or new markets, or if we fail to continue to successfully market and sell our products to our existing customers or expand our customer base, our growth strategy and results of operations could be harmed.

Additionally, independent third parties and consumers often review our products as well as those of our competitors. Perceptions of our offerings in the marketplace may be significantly influenced by these reviews, which are disseminated via various media, including the Internet. If reviews of our products are negative, or less positive as compared to those of our competitors, our brand may be adversely affected and our results of operations materially harmed.

As a significant portion of our revenues is derived by demand for our safes and personal security products for firearms storage purposes, we depend on the availability and regulation of firearm/ammunition storage, as well as various economic, social and political factors.

Our performance is influenced by a variety of economic, social, and political factors. General economic conditions and consumer spending patterns can negatively impact our operating results. Economic uncertainty, unfavorable employment levels, declines in consumer confidence, increases in consumer debt levels, increased commodity prices, and other economic factors may affect consumer spending on discretionary items and adversely affect the demand for our products. In times of economic uncertainty, consumers tend to defer expenditures for discretionary items, which affects demand for our products. Any substantial deterioration in general economic conditions that diminish consumer confidence or discretionary income could reduce our sales and adversely affect our operating results. Economic conditions also affect governmental political and budgetary policies. As a result, economic conditions also can have an effect on the sale of our products to law enforcement, government, and military customers.

Political and other factors also can affect our performance. Concerns about presidential, congressional, and state elections and legislature and policy shifts resulting from those elections can affect the demand for our products. As most of our revenue is generated from sales of safes, which are purchased in large numbers for firearms storage, speculation surrounding control of firearms, firearm products, and ammunition at the federal, state, and local level and heightened fears of terrorism and crime can affect consumer demand for our products. Often, such concerns result in an increase in near-term consumer demand and subsequent softening of demand when such concerns subside. Inventory levels in excess of customer demand may negatively impact operating results and cash flow.

Federal and state legislatures frequently consider legislation relating to the regulation of firearms, including amendment or repeal of existing legislation. Existing laws may also be affected by future judicial rulings and interpretations firearm products, ammunition, and safe gun storage. If such restrictive changes to legislation develop, we could find it difficult, expensive, or even impossible to comply with them, impeding new product development and distribution of existing products.

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

The inability to obtain sufficient quantities of raw materials and components, including those necessary for the production of our products could result in reduced or delayed sales or lost orders. Any delay in or loss of sales or orders could adversely impact our operating results. Many of the materials used in the production of our products are available only from a limited number of suppliers. We do not have long-term supply contracts with any suppliers. As a result, we could be subject to increased costs, supply interruptions, and difficulties in obtaining raw materials and components.

Our reliance on third-party suppliers for various raw materials and components for our products exposes us to volatility in the availability, quality, and price of these raw materials and components. Our orders with certain of our suppliers may represent a very small portion of their total orders. As a result, they may not give priority to our business, leading to potential delays in or cancellation of our orders. A disruption in deliveries from our third-party suppliers, capacity constraints, production disruptions, price increases, or decreased availability of raw materials or commodities could have an adverse effect on our ability to meet our commitments to customers or increase our operating costs. Quality issues experienced by third party suppliers can also adversely affect the quality and effectiveness of our products and result in liability and reputational harm.

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

Our customers do not provide us with firm, long-term volume purchase commitments, but instead issue purchase orders for our products as needed. As a result, customers can cancel purchase orders or reduce or delay orders at any time. The cancellation, delay, or reduction of customer purchase orders could result in reduced sales, excess inventory, unabsorbed overhead, and reduced income from operations.

We often schedule internal production levels and place orders for products with third party manufacturers before receiving firm orders from our customers. Therefore, if we fail to accurately forecast customer demand, we may experience excess inventory levels or a shortage of products to deliver to our customers. Factors that could affect our ability to accurately forecast demand for our products include the following:

Inventory levels in excess of consumer demand may result in inventory write-downs and the sale of excess inventory at discounted prices, which could have an adverse effect on our business, operating results, and financial condition. If we underestimate demand for our products, our suppliers may not be able to react quickly enough to meet consumer demand, resulting in delays in the shipment of products and lost revenue, and damage to our reputation and customer and consumer relationships. We may not be able to manage inventory levels successfully to meet future order and reorder requirements.

We face intense competition that could result in our losing or failing to gain market share and suffering reduced sales.

We operate in intensely competitive markets that are characterized by price erosion and competition from major domestic and international companies. Competition in the markets in which we operate is based on a number of factors, including price, quality, performance, reliability, styling, product features, and warranties, and sales and marketing programs. This intense competition could result in pricing pressures, lower sales, reduced margins, and lower market share.

Our competitors include nationwide safe manufacturers and various smaller manufacturers and importers. Most of our competitors have greater market recognition, larger customer bases, and substantially greater financial, technical, marketing, distribution, and other resources than we possess and that afford them competitive advantages. As a result, they may be able to devote greater resources to the promotion and sale of products, to invest more funds in intellectual property and product development, to negotiate lower prices for raw materials and components, to deliver competitive products at lower prices, and to introduce new products and respond to consumer requirements more quickly than we can.

Our competitors could introduce products with superior features at lower prices than our products and could also bundle existing or new products with other more established products to compete with us. Certain of our competitors may be willing to reduce prices and accept lower profit margins to compete with us. Our competitors could also gain market share by acquiring or forming strategic alliances with other competitors.

Finally, we may face additional sources of competition in the future because new distribution methods offered by the Internet and electronic commerce have removed many of the barriers to entry historically faced by start-up companies. Retailers also demand that suppliers reduce their prices on products, which could lead to lower margins. Any of the foregoing effects could cause our sales to decline, which would harm our financial position and results of operations.

Our ability to compete successfully depends on a number of factors, both within and outside our control. These factors include the following:

Because we believe technological and functional distinctions among competing products in our markets are perceived by many end-user consumers to be relatively modest, effectiveness in marketing and manufacturing are particularly important competitive factors in our business.

We have a limited operating history on which you can evaluate our company.

We have a limited operating history on which you can evaluate our company. The corporate entity has existed since 2014 and started engaging in its current primary business operations in April 2019. As a result, our business will be subject to many of the problems, expenses, delays, and risks inherent in the establishment of a relatively new business enterprise.

We have a limited operating history upon which an evaluation of our business plan or performance and prospects can be made. Our business and prospects must be considered in the light of the potential problems, delays, uncertainties and complications encountered in connection with a newly established business and creating a new line of products. The risks include, in part, the possibility that we will not be able to develop functional and scalable products, or that although functional and scalable, our products and will not be economical to market; that our competitors hold proprietary rights that preclude us from marketing such products; that our competitors market a superior or equivalent product; that our competitors have such a significant advantage in brand recognition that our products will not be considered by potential customers; that we are not able to upgrade and enhance our technologies and products to accommodate new features as the market evolves; or the failure to receive necessary regulatory clearances for our products. To successfully introduce and market our products at a profit, we must establish brand name recognition and competitive advantages for our products. There are no assurances that we can successfully address these challenges. If it is unsuccessful, we and our business, financial condition and operating results ~~of operations or future prospects~~ could be materially and adversely affected.

The current and future expense levels are based largely on estimates of planned operations and future revenues. It is difficult to accurately forecast future revenues because our business is relatively new, and our market is rapidly developing. If our forecasts prove incorrect, the business, operating results and our financial condition will be materially and adversely affected. Moreover, we may be unable to adjust our spending in a timely manner to compensate for any unanticipated reduction in revenue. As a result, any significant reduction in revenues would immediately and adversely affect our business, financial condition and operating results.

We are highly dependent on Charles A. Ross, our Chief Executive Officer. The loss of our Chief Executive Officer, whose knowledge, leadership and industry reputational upon which we rely, could harm our ability to execute our business plan.

We are highly dependent on Charles A. Ross, our Chief Executive Officer, Chairman of our Board of Directors and largest stockholder. Our success depends heavily upon the continued contributions of Mr. Ross, whose leadership, industry reputation entrepreneurial background and creative marketing skills may be difficult to replace at this stage in our business development, and on our ability to attract and retain similarly positioned prominent leaders. If we were to lose the services of our Chief Executive Officer, our ability to execute our business plan may be harmed and we may be forced to limit operations until such time as we could hire suitable replacements.

We have not been profitable and cannot predict when or if we will achieve profitability. We have experienced net losses since our inception in December 2014.

We cannot predict when we will achieve profitability, if ever. Our inability to become profitable may force us to curtail or temporarily discontinue our research and development programs and our day-to-day operations. Furthermore, there can be no assurance that ~~happens, the market price for our common stock,~~profitability, if ~~any, could decline, and prospective investors would likely lose all or even part~~achieved, can be sustained on an ongoing basis. As of ~~their investment.~~December 31, 2021, we had an accumulated deficit of $26,969,657.

~~CSI has virtually no~~We have limited financial resources. Our independent registered auditors’ report includes an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.

~~CSI is an early stage company and virtually no financial resources currently available to it. We had tangible assets~~As a result of ~~none and $3,852 as of December 31, 2014 and June 30, 2015, respectively. We had negative~~our deficiency in working capital ~~of $610 and $41,410 as of December 31, 2014 and June 30, 2015, respectively. We had a stockholders’ deficit of $610 and $12,910~~ at December 31, ~~2014~~2021 and ~~June 30, 2015, respectively. Our independent registered~~other factors, our auditors have included ~~an explanatory~~a paragraph in their ~~opinion on our financial statements as of and for the period ended December 31, 2014 that states that Company losses from operations raise~~audit report regarding substantial doubt about ~~its~~our ability to continue as a going concern. Our plans in this regard are to increase product sales, increase production, obtain inventory financing, seek strategic alternatives and to seek additional capital through future equity private placements or debt facilities. In February of 2022, we completed a public offering for $10.5 million, which will allow us to operate through fiscal 2022.

We have recorded net losses since inception and have significant accumulated deficits. We have relied upon loans and equity financings for operating capital. Total revenues will be insufficient to pay off existing debt and fund operations. We may be required to ~~seek additional~~rely on further debt financing, ~~beyond the amount that may be received~~further loans from ~~this Offering. Financing sought may be in the form of equity or debt from sources yet to be identified. Until we complete this Offering most of the efforts~~related parties, and private placements of our ~~founder, President~~common and ~~CEO will~~preferred stock for our additional cash needs. Such funding sources may not be ~~spent on~~available, or the ~~registration efforts with~~terms of such funding sources may not be acceptable to the Company.

American Rebel has limited ~~efforts in the execution of~~financial resources. There is substantial doubt about our business plan and operations. Pending the successful completion of this Offering, we will seek additional financing to further pursue and execute on our business steps. No assurances can be given that we will generate sufficient revenue (or any at all) or obtain the necessary financingability to continue as a going ~~concern.~~concern if we are unable to raise additional funds.

We expect to require additional funds to further develop our business plan, including the anticipated launch of new products, in addition to continuing to market our safes and concealed carry product line. Since it is impossible to predict with certainty the timing and amount of funds required to establish profitability, we anticipate that we will need to raise additional funds through equity or debt offerings or otherwise in order to meet our expected future liquidity requirements. Any such financing that we undertake may be dilutive to existing stockholders. Along these lines, in February of 2022, we completed a public offering for $10.5 million, which will allow us to operate through fiscal 2022.

The sales of our safes are dependent in large part on the sales of firearms.

We market safes and other personal security products for sale to a wide variety of consumers. Although our customer base is large and diverse, and our products serve our customers’ different needs, our products have been particularly popular among collectors, hunters, sportsmen, competitive shooters, and gun enthusiasts. The sale of safe firearms storage and security components is influenced by the sale and usage of firearms. Sales of firearms are influenced by a variety of economic, social, and political factors, which may result in volatile sales.

Our financial results may be affected by tariffs or border adjustment taxes or other import restrictions.

Our current ~~resources~~backpack and ~~source~~apparel suppliers have facilities both in China and Mexico and the imposition of ~~working capital funds, primarily consists~~tariffs or border adjustment taxes may affect our financial results. The current political climate is hostile to companies manufacturing goods outside of ~~loans from unaffiliated third parties who~~the US. At the current manufacturing levels, it is impractical to seek manufacturing facilities in the United States as US manufacturers are ~~business associates~~unable to meet or even approach the cost of manufacturing small quantities of custom-made goods. We are in the process of locating an alternative supplier which will have the capacity to produce commercial volumes of our ~~founder, President~~backpacks and ~~CEO. These sources~~apparel to meet our expected demands. However, we ~~believe~~have not yet located a suitable supplier and, even if we are able to bedo so, there is no guarantee that our manufacturing process will scale to produce our products in quantities sufficient to ~~keep~~meet demand.

An inability to expand our e-commerce business ~~operations functioning for the next three~~and sales organization to ~~six months. We do not have a formal agreement with~~effectively address existing and new markets that we intend to target could reduce our ~~founder~~future growth and CEO, nor with the unaffiliated third parties to fund the Company’s working capital needs; however, our founder’s and CEO’s current plan is to perform most of the Company’s operational needs on his own without any cash compensation while he seeks other sources of funding. This may include seeking to delay or defer payments to third party vendors and unaffiliated third parties. To date, this type of deferred payment method has helped us with our working capital needs. The Company developed much of its initial design of its portal and associated internal-use software through the efforts of Mr. Estus. We currently spend between $5,000 and $10,000 per month in operational expenses not related to this Offering. We have not generated any revenues fromimpact our business and operating results.

Consumers are increasingly purchasing products online. We operate a direct-to-consumer e-commerce store to maintain an online presence with our ~~expenses will continue~~end users. The future success of our online operations depends on our ability to use our marketing resources to communicate with existing and potential customers. We face competitive pressure to offer promotional discounts, which could impact our gross margin and increase our marketing expenses. We are limited, however, in our ability to fully respond to competitor price discounting because we cannot market our products at prices that may produce adverse relationships with our customers that operate brick and mortar locations as they may perceive themselves to be ~~accrued or deferred until sufficient financing~~at a disadvantage based on lower e-commerce pricing to end consumers. There is obtained. Financing may be obtained from our founder or others who are familiar with our founder and loan us the necessary funds to pay for these expenses. We have received interest-free short term loans and deferred the payment of services for third party vendors to fund our operations. No assurances can be givenno assurance that we will be able to ~~continue~~successfully expand our e-commerce business to ~~receive funds from~~respond to shifting consumer traffic patterns and direct-to-consumer buying trends.

In addition, e-commerce and direct-to-consumer operations are subject to numerous risks, including implementing and maintaining appropriate technology to support business strategies; reliance on third-party computer hardware/software and service providers; data breaches; violations of state, federal or international laws, including those relating to firearms and ammunition sales; online privacy; credit card fraud; telecommunication failures; electronic break-ins and similar disruptions; and disruption of Internet service. Our inability to adequately respond to these ~~sources~~risks and uncertainties or ~~continue~~to successfully maintain and expand our ~~operations beyond a month-to-month basis.~~direct-to-consumer business may have an adverse impact on our business and operating results.

2.We sell products that create exposure to potential product liability, warranty liability, or personal injury claims and litigation.

Our products are used to store, in part, items that involve risk of personal injury and ~~will continue~~death. Our products expose us to ~~be completely dependent on~~potential product liability, warranty liability, and personal injury claims and litigation relating to the ~~services~~use or misuse of our ~~founder, president,~~products, including allegations of defects in manufacturing, defects in design, a failure to warn of dangers inherent in the product or activities associated with the product, negligence, and ~~CEO, David Estus, the~~strict liability. If successful, any such claims could have a material adverse effect on our business, operating results, and financial condition. Defects in our products may result in a loss of ~~whose services may cause~~sales, recall expenses, delay in market acceptance, and damage to our reputation and increased warranty costs, which could have a material adverse effect on our business, ~~operations~~operating results, and financial condition. Although we maintain product liability insurance in amounts that we believe are reasonable, we may not be able to ~~cease,~~maintain such insurance on acceptable terms, if at all, in the future and ~~we will need to engage and retain qualified employees and consultants to further implement~~product liability claims may exceed the amount of insurance coverage. In addition, our ~~strategy.~~reputation may be adversely affected by such claims, whether or not successful, including potential negative publicity about our products.

~~Our operations and business strategy are completely dependent upon~~Despite the knowledge and business connections of Mr. Estus, our founder and CEO. He is under no contractual obligation to remain employed by us. If he should choose to leave us for any reason, or if he becomes ill and is unable to work for an extended period of time before we have hired additional personnel, our operations will likely fail. Even ifCompany’s indebtedness levels, we are able to ~~find personnel, it~~incur substantially more debt. This could further increase the risks associated with its leverage.

We may incur substantial additional indebtedness in the future, although certain terms of current debt agreements prohibit us from doing so. To the extent that we incur additional indebtedness, the risks associated with its substantial indebtedness describe above, including its possible inability to service its debt, will increase.

At this stage of our business operations, even with our good faith efforts, investors in our company may lose some or all of their investment.

Because the nature of our business is ~~uncertain~~expected to change as a result of shifts in the industries in which we operate, competition, and the development of new and improved technology, management forecasts are not necessarily indicative of future operations and should not be relied upon as an indication of future performance. Further, we have raised substantial debt and equity to fund our business operations, which to date have generated insufficient revenue to support our working capital needs.

While management believes its estimates of projected occurrences and events are within the timetable of its business plan, our actual results may differ substantially from those that are currently anticipated. If our revenues do not increase to a level to support our working capital needs, we will be forced to seek equity capital to fund our operations and repay our substantial debt balances, which may not be available to us on acceptable terms or at all.

The design, manufacture and marketing of our products involve certain inherent risks. Manufacturing or design defects, unanticipated use of our products, or inadequate disclosure of risks relating to the use of our products can lead to injury or other adverse events. The Company may not properly anticipate customer applications of our products and our products may fail to survive such unanticipated customer use. If the Company’s products fail to adequately perform to meet the customer’s expectations, the customer may demand refunds or replacements which will negatively affect the Company’s profitability.

We could be exposed to significant liability claims if we are unable to obtain insurance at acceptable costs and adequate levels or otherwise protect ourselves against potential product liability claims.

Our products support the use and access to firearms and if our products are ineffective, we could require protection against potential product liability claims.

We will not be profitable unless we can demonstrate that our products can be manufactured at low prices.

To date, we have manufactured our products in limited volume. As the Company creates demand for its products, our projections require the benefit of volume discounts as we increase the size of our order. We can offer no assurance that either we or our manufacturing partners will develop efficient, automated, low-cost manufacturing capabilities and processes to meet the quality, price, engineering, design and production standards or production volumes required to successfully mass market our products. Even if we or our manufacturing partners are successful in developing such manufacturing capability and processes, we do not know whether we or they will be timely in meeting our product commercialization schedule or the production and delivery requirements of potential customers. A failure to develop such manufacturing processes and capabilities could ~~find someone who could develop and execute~~have a material adverse effect on our business ~~along the lines described~~and financial results.

Our profitability in ~~this prospectus.~~part is dependent on material and other manufacturing costs. We ~~will fail without the services of Mr. Estus~~are unable to offer any assurance that either we or ~~an appropriate replacement(s).~~

We intend to acquire key-man life insurance on the life of Mr. Estus naming the Company as the beneficiary when and if we obtain the necessary resources to do so and he is insurable. We have not yet procured such insurance, and there is no guarantee that wea manufacturing partner will be able to ~~obtain~~reduce costs to a level that will allow production of a competitive product or that any product produced using lower cost materials and manufacturing processes will not suffer from a reduction in performance, reliability and longevity.

War, terrorism, other acts of violence or natural or manmade disasters such ~~key-man life insurance~~as a pandemic, epidemic, outbreak of an infectious disease or other public health crisis may affect the markets in which the Company operates, the Company’s customers, the Company’s delivery of products and customer service, and could have a material adverse impact on our business, results of operations, or financial condition.

Our business and supply chain may be adversely affected by instability, disruption or destruction in a geographic region in which it operates, regardless of cause, including war, terrorism, riot, civil insurrection or social unrest, and natural or manmade disasters, including famine, food, fire, earthquake, storm or pandemic events and spread of disease (including the outbreak of COVID-19).

Such events may cause customers to suspend their decisions on using the Company’s products and services, make it impossible to access some of our inventory, and give rise to sudden significant changes in regional and global economic conditions and cycles that could interfere with purchases of goods or services and commitments to develop new products and services. These events also pose significant risks to the Company’s personnel and to physical facilities, transportation and operations, which could materially adversely affect the Company’s financial results.

Any significant disruption to communications and travel, including travel restrictions and other potential protective quarantine measures against COVID-19 or other public health crisis by governmental agencies, could make it difficult for the Company to deliver goods services to its customers. War, riots, or other disasters may increase the need for our products and demand by government and military may make it difficult for use to provide products to customers. Further, travel restrictions and protective measures against COVID-19 could cause the Company to incur additional unexpected labor costs and expenses or could restrain the Company’s ability to retain the highly skilled personnel the Company needs for its operations. Due to the substantial uncertainty related to the effects of the pandemic, its duration and the related market impacts, including the economic stimulus activity, we are unable to predict the specific impact the pandemic and related restrictions (including the lifting or re-imposing of restrictions due to the Omicron variant or otherwise) will have on our results of operations, liquidity or long-term financial results.

We believe COVID-19 has not yet had a materially adverse effect on our operational results, but could at any time and without notice in the foreseeable future. ~~Accordingly, it~~As a result of COVID-19, at any time we may be subject to increased operating costs, supply interruptions, and difficulties in obtaining raw materials and components. COVID-19 has resulted in restrictions, postponements and cancelations of meetings, conferences, trade shows and the impact, extent and duration of the government-imposed restrictions on travel and public gatherings as well as the overall effect of the COVID-19 virus is ~~important~~currently unknown.

The costs of being a public company could result in us being unable to continue as a going concern.

As a public company, we are required to comply with numerous financial reporting and legal requirements, including those pertaining to audits and internal control. The costs of maintaining public company reporting requirements could be significant and may preclude us from seeking financing or equity investment on terms acceptable to us and our stockholders. We estimate these costs to be in excess of $100,000 per year and may be higher if our business volume or business activity increases significantly. Our current estimate of costs does not include the necessary expenses associated with compliance, documentation and specific reporting requirements of Section 404 as we will not be subject to the full reporting requirements of Section 404 until we exceed $700 million in public float market capitalization.

If our revenues are insufficient or non-existent, or we cannot satisfy many of these costs through the issuance of shares or debt, we may be unable to satisfy these costs in the normal course of business. This would certainly result in our being unable to continue as a going concern.

Any acquisitions that we ~~are able to attract, motivate~~potentially undertake will involve significant risks, and ~~retain highly qualified and talented personnel or independent contractors to further~~any acquisitions that we undertake in the future could disrupt our business, ~~efforts.~~dilute stockholder value, and harm our operating results.

Mr. Estus’ outside employment commitment does not limit or restrict him from being involved with our Company, and his outside employment allows him the flexibility to provide at least 20 hours or more per week to the Company.

~~Because we have recently commenced business operations, we face a high risk of business failure.~~

~~We were formed on December 15, 2014. Most~~Part of our ~~efforts~~growth strategy is to ~~date have been related~~expand our operations through strategic acquisitions to ~~executing~~enhance existing products and offer new products, enter new markets and businesses, strengthen and avoid interruption from our ~~business plan~~supply chain, and ~~commencing business operations. Through June 30, 2015~~enhance our position in current markets and businesses. Acquisitions involve significant risks and uncertainties. We cannot accurately predict the timing, size, and success of any future acquisitions. We may be unable to identify suitable acquisition candidates or to complete the acquisitions of candidates that we ~~have had no revenues. We face a high risk of business failure. The likelihood of success must be considered~~identify. Increased competition for acquisition candidates or increased asking prices by acquisition candidates may increase purchase prices for acquisitions to levels beyond our financial capability or to levels that would not result in ~~light of its~~the returns required by our acquisition criteria. Unforeseen expenses, ~~complications~~difficulties, and delays frequently encountered in connection with expansion through acquisitions could inhibit our growth and negatively impact our operating results.

Our ability to complete acquisitions that we desire to make will depend upon various factors, including the ~~establishment~~following:

We may have little or no experience with certain acquired businesses, which could involve significantly different supply chains, production techniques, customers, and ~~expansion~~competitive factors than our current business. This lack of experience would require us to rely to a great extent on the management teams of these acquired businesses. These acquisitions also could require us to make significant investments in systems, equipment, facilities, and personnel in anticipation of growth. These costs could be essential to implement our growth strategy in supporting our expanded activities and resulting corporate structure changes. We may be unable to achieve some or all of the benefits that we expect to achieve as we expand into these new markets within the time frames we expect, if at all. If we fail to achieve some or all of the benefits that we expect to achieve as we expand into these new markets, or do not achieve them within the time frames we expect, our business, financial condition, and results of operations could be adversely affected.

Unforeseen expenses, difficulties, and delays frequently encountered in connection with future acquisitions could inhibit our growth and negatively impact our profitability. Any future acquisitions may not meet our strategic objectives or perform as anticipated. In addition, the ~~competitive environment~~size, timing, and success of any future acquisitions may cause substantial fluctuations in ~~which~~our operating results from quarter to quarter. These interim fluctuations could adversely affect the ~~Company will operate. There can be no assurance that future revenues from sales~~market price of our ~~intended products~~Common Stock.

If we finance any future acquisitions in whole or ~~services~~in part through the issuance of Common Stock or securities convertible into or exercisable for Common Stock, existing stockholders will ~~occur or~~experience dilution in the voting power of their Common Stock and earnings per share could be ~~significant enough or that~~negatively impacted. The extent to which we will be able or willing to ~~sell at a profit, if at all. Future revenues or profits, if any,~~use our Common Stock for acquisitions will depend on ~~many factors, including, but not limited to, initial (and continued)~~the market ~~acceptance~~price of our ~~products or services~~Common Stock from time-to-time and the ~~successful implementation~~willingness of potential acquisition candidates to accept our Common Stock as full or partial consideration for the ~~planned strategy.~~sale of their businesses. Our inability to use our Common Stock as consideration, to generate cash from operations, or to obtain additional funding through debt or equity financings to pursue an acquisition could limit our growth.

~~The Company has not yet acquired or fully developed products or services that are saleable in the marketplace.~~ We may not be able to successfully fund future acquisitions of new businesses due to the lack of availability of debt or equity financing on acceptable terms, which could impede the implementation of our acquisition strategy and materially adversely impact our financial condition, business and results of operations.

In order to make future acquisitions, we intend to raise capital primarily through debt financing, additional equity offerings, the sale of stock or assets of our businesses, and by offering equity in the businesses to the sellers of target businesses or by undertaking a combination of any of the above. Since the timing and size of acquisitions cannot be readily predicted, we may need to be able to obtain funding on short notice to benefit fully ~~develop any product~~from attractive acquisition opportunities. Such funding may not be available on acceptable terms. In addition, the level of our indebtedness may impact our ability to borrow funds on acceptable terms. Another source of capital for us may be the sale of additional shares of Common Stock, subject to market conditions and investor demand for the shares at prices that we consider to be in the interests of our stockholders. These risks may materially adversely affect our ability to pursue our acquisition strategy successfully and materially adversely affect our financial condition, business and results of operations.

Failure to comply with applicable laws and changing legal and regulatory requirements could harm our business and financial results.

Our policies and procedures are reasonably designed to comply with applicable laws, accounting and reporting requirements, tax rules and other regulations and requirements, including those imposed by the SEC, and foreign countries, as well as applicable trade, labor, safety, environmental, labeling and gun safety related laws, such as the Protection of Lawful Commerce in Arms Act as well as state laws. The complexity of the regulatory environment in which we operate and the related cost of compliance are both increasing due to additional or ~~service~~changing legal and regulatory requirements, our ongoing expansion into new markets and new channels, and the fact that foreign laws occasionally conflict with domestic laws. In addition to potential damage to our reputation and brand, failure by us or our business partners to comply with the various applicable laws and regulations, as well as changes in laws and regulations or the manner in which they are interpreted or applied, may result in litigation, civil and criminal liability, damages, fines and penalties, increased cost of regulatory compliance and restatements of our financial statements and have an adverse impact on our business and financial results.

Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.

As of December 31, 2021, and December 31, 2020, we had net operating loss carryforwards, or NOLs, for federal and state income tax purposes of $26,969,657 and $20,870,713, respectively, which begins to expire in 2034. Net operating loss carryforwards are available to reduce future taxable income. The federal net operating losses generated before 2018 will begin to expire in 2032. The federal net operating losses generated in and after 2018 may be carried forward indefinitely. The expiration of state NOL carryforwards vary by state and begin to expire in 2024. It is possible that we will not generate taxable income in time to use NOLs before their expiration, or at all. Under Section 382 and Section 383 of the Internal Revenue Code of 1986, as amended, or the Code, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change NOLs and other tax attributes to offset its post-change income may be limited. In general, an “ownership change” will occur if there is a cumulative change in our ownership by “5 percent stockholders” that exceeds 50 percentage points over a rolling three-year period. Similar rules may apply under state tax laws. Our ability to use NOLs and other tax attributes to reduce future taxable income and liabilities may be subject to annual limitations as a result of prior ownership changes and ownership changes that may occur in the future ~~because~~(which may be outside our control).

Under the Tax Cuts and Jobs Act of ~~a lack~~2017, or the Tax Act, as amended by the CARES Act, NOLs arising in tax years beginning after December 31, 2017, are subject to an 80% of ~~funds or financing to do so.~~taxable income limitation (as calculated before taking the NOLs into account) for tax years beginning after December 31, 2020. In order for us to fully develop or acquire any product or service, we must be able to secure the necessary financing beyond this Offering. In the early stages of operations, we will attempt to keep costsaddition, NOLs arising in tax years 2018, 2019, and 2020 are subject to a ~~minimum. The cost~~five-year carryback and indefinite carryforward, while NOLs arising in tax years beginning after December 31, 2020, also are subject to ~~develop~~indefinite carryforward but cannot be carried back. Our NOLs may also be subject to limitations in other jurisdictions. For example, California recently enacted legislation suspending the use of NOLs for taxable years 2020, 2021, and 2022 for many taxpayers. In future years, if and when a net deferred tax asset is recognized related to our ~~products or services~~NOLs, the changes in the carryforward/carryback periods as ~~currently outlined~~well as the new limitation on use of NOLs may ~~very well be in excess of $100,000. We have no established source of funds to undertake the business strategy as outlined. Until we obtain funding, if ever, we will keep~~significantly impact our operating costs as low as possible with our founder, and CEO providing most of the administrative and other functions on his own without any cash compensation. We currently use the services of outside software developers with which we have been working with on an as “needed basis”. The software developers provide their services on a deferment basis enabling us to not have to pay them immediately or even near term. We do not expect to pay them in full or even partiallyvaluation allowance assessments for ~~a period of time even once we complete this Offering. This methodology could result in our design portal and smartphone app development extending beyond another two to three years.~~ NOLs generated after December 31, 2017.

If we are unable to ~~obtain adequate funding~~protect our intellectual property, we may lose a competitive advantage or ~~financing, the Company faces the likelihood of business failure. There are no assurances that we will be able~~incur substantial litigation costs to ~~raise any funds or establish any financing for~~protect our ~~growth.~~rights.

~~The Company’s future profitability, if any, could be materially and adversely impacted if our products or services were to experience poor operating results.~~ Our ability to achieve profitability will be dependent on the ability of our future products or services to generate sufficient operating cash flow to fund future growth or acquisitions. There can be no assurance that our future results of operations will be profitable or that our strategy will be successful or even begin to generate any revenues.

~~We may not have or ever have the resources or ability to implement and manage our growth strategy.~~

Although the Company expects to experience growth based on the ability to implement and execute its business strategy, significant operations may never occur because the business plan may never be fully implemented because of the lack of funds in order to do so. If the Company’s growth strategy is implemented, of which no assurances can be provided, a significant strain on management, operating systems or financial resources may be imposed. Failure by the Company’s management to manage this expected growth, if it occurs, or unexpected difficulties are encountered during this growth, could have a material adverse impact on the Company’s results of operations or financial condition.

The Company’s ability to operate profitable revenue generating products or service lines (if we are able to establish any product or service lines at all) will depend upon a number of factors, including: (i) identifying appropriate and satisfactory sales channels; (ii) generating sufficient funds from our then-existing operations or obtaining third-party financing or additional capital to develop new product or service lines; (iii) the Company’s management team and its financial and accounting controls; and (iv) staffing, training and retention of skilled personnel, if any at all. These factors most likely will be beyond the Company’s control and may be adversely affected by the economy or actions taken by competing businesses. Moreover, potential products or services that may meet the Company’s focus and other criteria for developing new products or services, if we are able to develop or acquire at all, are believed to be severely limited. There can be no assurance that the Company will be able to execute and manage a growth strategy effectively or at all.

~~We may not be successful in hiring technical personnel because of the competitive market for qualified people.~~

~~The Company's~~ future success depends ~~largely~~upon our proprietary technology. Our protective measures, including patent and trade secret protection, may prove inadequate to protect our proprietary rights. The right to stop others from misusing our trademarks, service marks, and patents in commerce depends to some extent on ~~its~~our ability to ~~attract, hire, train~~show evidence of enforcement of our rights against such misuse in commerce. Our efforts to stop improper use, if insufficient, may lead to loss of trademark and ~~retain highly qualified personnel to provide~~service mark rights, brand loyalty, and notoriety among our customers and prospective customers. The scope of any patent that we have or may obtain may not prevent others from developing and selling competing products. The validity and breadth of claims covered in technology patents involve complex legal and factual questions, and the ~~Company's services. Competition for~~resolution of such ~~personnel~~claims may be ~~intense. There can be no assurance that the Company will be successful in attracting~~highly uncertain, and retaining the specific personnel it requires to conduct and expand its operations successfully or to differentiate itself from its competitors. The Company's results of operations and growth prospects could be materially adversely affected if the Company were unable to attract, hire, train and retain such qualified personnel.

~~Our reliance on referrals from outside contacts to develop business may not be effective.~~

~~The Company initially will rely on~~expensive. In addition, our founder and CEO, Mr. Estus, for a majority of its business leads and believes that other industry consultants will also be an important source of business referrals in the foreseeable future. However, as is typical within the industry, there are no contractual requirements that these industry consultants or outside representatives will use or recommend the Company's professional services in connection with product sales or the sale of specific services offered by the Company. We currently have no contracts or agreements in place with any outside sales representatives or business professionals (industry consultants). No assurances can be given that using independent outside sales reps will result in any meaningful numbers of sales leads or referrals.

~~Fluctuations in our financial results make quarterly comparisons and financial forecasting difficult.~~

~~The Company's future or projected quarterly operating results may vary and reduced levels of earnings or continued losses~~patents may be ~~experienced~~held invalid upon challenge, or others may claim rights in ~~one~~ or more quarters. Fluctuations in the Company's quarterly operating results could result from a variety of factors, including changes in the levels of revenues, the size and timing of orders, changes in the mix of future projects, the timing of new offerings by the Company or its competitors, new office openings by the Company, changes in pricing policies by the Company or its competitors, market acceptance of new and enhanced services offered by the Company or its competitors, changes in operating expenses, availability of qualified personnel, disruption in sources of related product and services, the effect of potential acquisitions and industry and general economic factors. The Company will have limited or no control over many of these factors. The Company's expenses we believe will be based upon, in part, on its expectation as to future or projected revenues. If revenue levels are below expectations, operating results are likely to be adversely affected.

~~Because of these fluctuations and uncertainties, our future operating results may fail to meet the expectations of investors. If this happens, any trading price~~ownership of our ~~common stock could be materially adversely affected.~~patents. Company owned trademarks are listed under the heading Intellectual Property on page 20.

Our personnel will be required to commit substantial time to our affairs and, accordingly, these individual(s) (particularly our founder and CEO) may have a conflict of interest in allocating management time among business activities. In the course of other business activities, certain key personnel (particularly our founder and CEO) may become aware of business opportunities which may be appropriate for presentation to us, as well as other businesses with which they are affiliated. As such, there may be conflicts of interest in determining to which entity a particular business opportunity should be presented to.

~~We cannot provide any assurance that our efforts to eliminate the potential impact of conflicts of interest will be effective.~~

We ~~will need to establish additional relationships with developers and consultants to fully develop and market our company and its intended products or services.~~

We do not possess all of the resources necessary to develop our products or services on a mass scale. We will need to develop a network of third-party agents that will be able to carry out our intended market penetration, as well as enhance marketing or sales force strategy through appropriate arrangements with local developers and consultants to develop our products and services. If we are ~~not able to enlist the services of third-party vendors, or seek out consultants, our business will suffer.~~

~~Following the effective date of our Registration Statement, of which this prospectus is a part, we will be~~ subject to the periodic reporting requirements of Section 15(d) and 12(g) of the Exchange Act that ~~will~~ require us to incur audit fees and legal fees in connection with the preparation of such reports. These additional costs could reduce or eliminate our ability to earn a profit.

~~Following the effective date of our registration statement of which this prospectus is a part, we will be~~We are required to file periodic reports with the SEC pursuant to the Exchange Act and the rules and regulations promulgated thereunder. In order to comply with these requirements, our independent registered public accounting firm will have to review our financial statements on a quarterly basis and audit our financial statements on an annual basis. Moreover, our legal counsel will have to review and assist in the preparation of such reports. The costs charged by these professionals for such services cannot be accurately predicted at this time because factors such as the number and type of transactions that we engage in, and the complexity of our reports cannot be determined at this time and will affect the amount of time to be spent by our auditors and attorneys. However, the incurrence of such costs will obviously be an expense to our operations and thus have a negative effect on our ability to meet our overhead requirements and earn a profit. We

However, for as long as we remain a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K, we may ~~be exposed~~take advantage of certain exemptions from various reporting requirements that are applicable to ~~potential risks resulting from new~~other public companies that are not smaller reporting companies including, but not limited to, not being required to comply with the auditor attestation requirements ~~under~~of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, reduced financial statement disclosure in registration statements, which must include two years of ~~2002.~~ audited financial statements, reduced financial statement disclosure in annual reports on Form 10-K, and exemptions from the auditor attestation of management’s assessment of internal control over financial reporting. We may take advantage of these reporting exemptions until we are no longer a smaller reporting company.

If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our ~~common stock,~~Common Stock, if a market ever develops, could drop significantly.

Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and/or directors of the Company; and

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

Our internal controls may be inadequate or ineffective, which could cause financial reporting to be unreliable and lead to misinformation being disseminated to the public. Furthermore, our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require our management to make estimates about matters that are inherently uncertain. Investors relying upon this misinformation may make an uninformed investment decision.

~~12.~~Failure to achieve and maintain an effective internal control environment could cause us to face regulatory action and also cause investors to lose confidence in our reported financial information, either of which could have a material adverse effect on the Company’s business, financial condition, results of operations and future prospects.

~~The costs of being a public company could result in us being unable to continue as a going concern.~~

~~As a public company, we~~However, our auditors will not be required to ~~comply with numerous~~formally attest to the effectiveness of our internal control over financial reporting ~~and legal requirements, including those pertaining~~pursuant to ~~audits, quarterly reporting and internal controls. The costs of this compliance could be significant. If revenues are insufficient, or~~Section 404 until we cannot satisfy these costs through the issuance of shares, we may be unable to satisfy these costs through the normal course of business which most likely would result in our being unable to continue as a going concern.

~~Having only one director limits our ability to establish effective independent corporate governance procedures and increases the control of our founder, president, and CEO.~~

We have only one director who serves as our sole officer. Accordingly, we cannot establish board committees comprised of independent members to oversee such functions as compensation or audit issues. In addition, currently a vote of the board is decided in favor of the chairman (who is our sole officer), which gives him complete control over all corporate issues.

Until we have a larger board of directors that include independent members, if ever, there will be limited oversight of our CEO’s (and founder’s) decisions and activities with little ability for minority shareholders to challenge or reverse such activities and decisions, even if they are not in the best interests of minority shareholders.

~~The Company is selling the shares offered in this prospectus without an underwriter and may not be able to sell all or any of the shares offered herein.~~

The shares of common stock are being offered on our behalf by Mr. Estus, our founder and CEO, on a best-efforts basis. No broker-dealer has been retained as an underwriter and no broker-dealer is under any obligation to purchase any shares of common stock. There are no ~~firm commitments to purchase any of the shares in this Offering. Consequently, there is no guarantee that the Company, through its founder,~~longer a smaller reporting company.

Stockholders’ voting power and CEO, is capable of selling all, or any, of the shares of common stock offered hereby. The sale of a small number of shares increases the likelihood that no market will ever develop for our common stock.

~~Since there is no minimum for this Offering, if only a few persons purchase shares of our common stock they will lose their money without us being even able to develop a market for our shares.~~

Since there is no minimum with respect to the number of shares to be sold by the Company in this Offering, if a small number of shares are sold, we will be unable to even attempt to create a public market of any kind. In such an event, it is likely that the entire investment in our common stock would be lost. Even if all of the shares in this Offering are purchased, we could have the very same result.

~~The offering price of our common stock has been determined arbitrarily.~~

Our offering price has not been determined by an independent financial evaluation, market mechanism or by our auditors, and is therefore, to a large extent, arbitrary. Our PCAOB-registered public accounting firm has not reviewed management's valuation and, therefore, expresses no opinion as to the fairness of the offering price. As a result, the price of the shares in this Offering may not reflect the value perceived by the market. There can be no assurance that the common stock offered hereby is worth the price for which it will be offered and investors may, therefore, lose a portion of, or their entire, investment.

~~Shareholders~~ownership interest may be diluted significantly through our efforts to obtain financing and satisfy obligations through issuance of additional ~~shares.~~shares.

~~We have no committed source~~Our Second Amended and Restated Articles of ~~financing. Wherever possible,~~Incorporation authorizes our Board of Directors ~~will attempt~~ to ~~use non-cash consideration~~issue up to ~~satisfy obligations. In many instances,~~600,000,000 shares of Common Stock and up to 10,000,000 shares of preferred stock, of which we ~~believe that the non-cash consideration will consist~~have designated 100,000 shares as Series A – Super Voting Convertible Preferred Stock (“Series A Preferred Stock”) (which were issued to two members of ~~restricted~~our current management, Messrs. Charles A. Ross, Jr. and Doug E. Grau, and have superior voting rights of 1,000 to 1 over shares of our ~~common stock. Our~~Common Stock, resulting in nearly 96% of the available stockholder votes). While the Certificate of Designation is named “Certificate of Designation of Series A Convertible Preferred Stock”, the Company’s Existing Series A Preferred Stock is not convertible into shares of Common Stock of the Company or redeemable by either the Company or another person. The power of the Board of Directors ~~has authority, without action~~to issue shares of Common Stock, preferred stock or ~~vote~~warrants or options to purchase shares of Common Stock or preferred stock is generally not subject to stockholder approval, except for issuances of more than 20% of the ~~shareholders, to issue all~~company’s outstanding Common Stock or ~~part of the authorized (100,000,000) shares but unissued (85,000,000) shares assuming the sale of 6,000,000 shares in this Offering. In addition, if~~voting power.

While we just completed a ~~trading market develops for our common stock,~~capital raise utilizing a financial institution, we may attempt to raise additional capital by ~~selling~~returning to the market to sell shares, possibly at a ~~discount to market.~~deep discount. These actions ~~will~~may result in dilution of the ownership interests and voting power of existing ~~shareholders,~~stockholders, further dilute ~~common stock~~Common Stock book value, and ~~that dilution~~ may ~~be material.~~delay, defer or prevent a change of control.

~~The proposed aggregate proceeds~~Additionally, series of ~~this Offering~~preferred stock may carry the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are ~~slightly more than~~distributed to the ~~estimated costs~~holders of ~~this Offering, so~~Common Stock, superior voting or conversion rights and the ~~Company may not receive any economic benefit from~~right to the ~~completion of this Offering.~~

The proposed maximum aggregate proceeds of this Offering ($60,000) are slightly more than the proposed costs to complete this Offering ($28,000). Currently the costs of this Offering are estimated, however these costs could significantly rise through delay and other conditions that are out of our control. We may, therefore, receive no financial benefit from the completion of this Offering and may pay for someredemption of the ~~Offering costs from proceeds of operations or from other sources such as loans from officer(s) or other related and non-related parties.~~

~~The interests of shareholders may be hurt because we can issue~~ shares, ~~to individuals or entities that support existing management~~together with ~~such issuances serving to enhance existing management’s ability to maintain control of our company.~~

Our Board of Directors has authority, without action or vote of the shareholders, to issue all or part of the authorized but unissued common shares. Such issuances may be issued to parties or entities committed to supporting existing management and the interests of existing management which may not be the same as the interests of other shareholders. Our ability to issue shares without shareholder approval serves to enhance existing management’s ability to maintain control of our company.

~~Our articles of incorporation provide for indemnification of officers and directors at our expense and limit their liability that may result in~~ a ~~major cost to us and hurt the interests of our shareholders because corporate resources may be expended for the benefit of officers and directors.~~

Our Articles of Incorporation at Article XI provide for indemnification as follows: “No director or officer of the corporation shall be personally liable to the corporation or any of its stockholders for damages for breach of fiduciary duty as a director or officer; provided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer: (i) for acts or omissions which involve intentional misconduct, fraud or knowing violation of law; or (ii) the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any repeal or modification of an Article by the stockholders of the corporation shall be prospective only, and shall not adversely affect any limitation of the personal liability of a director or officer of the corporation for acts or omissions prior to such repeal or modification”.

We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification for liabilities arising under federal securities laws, other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a director, officer or controlling person in connection with our activities, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process relating to this matter if it were to occur is likely to be very costly and may result in us receiving negative publicity, eitherof which factors is likely to materially reduce the market and price for our shares, if such a market ever develops.

Currently, there is no established public market for our securities, and there can be no assurances that any established public market will ever develop or that our common stock will be quoted for trading and, even if quoted, it is likely to be subject to significant price fluctuations.

Prior to the date of this prospectus, there has not been any established trading market for our common stock, and there is currently no established public market whatsoever for our securities. We have contacted a market maker to file an application with FINRA on our behalf so as to be able to quote the shares on the OTCBB maintained by FINRA commencing upon the effectiveness of our registration statement of which this prospectus is a part and the subsequent closing of this Offering. There can be no assurance that the market maker’s application when filed will be accepted by FINRA nor can we estimate as to the time period that the application will require. We are not permitted to file such application on our own behalf. If the application is accepted, there can be no assurances as to whether:

the extent to which investor interest in us will lead to the development of an active, liquid trading market. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors.

If we become able to have our shares of common stock quoted on the OTCBB, we will then try, through a broker-dealer and its clearing firm, to become eligible with the Depository Trust Company (“DTC”) to permit our shares to trade electronically. If an issuer is not “DTC-eligible,” then its shares cannot be electronically transferred between brokerage accounts, which, based on the realities of the marketplace as it exists today (especially the OTCBB), means that shares of a company will not be traded (technically the shares can be traded manually between accounts, but this may take many days and is not a realistic option for issuers relying on broker dealers for stock transactions - like all companies on the OTCBB. What this boils down to is while DTC-eligibility is not a requirement to trade on the OTCBB, it is a necessity to process trades if a company’s stock is going to trade with any volume. There are no assurances that our shares will ever become DTC-eligible or, if they do, how long it will take.

In addition, our common stock is unlikely to be followed by any financial analysts, and there may be few institutions acting as market makers for our common stock. Either of these factors could adversely affect the liquidity and trading price of our common stock. Until our common stock is fully distributed and an orderly market develops in our common stock, if ever, the price at which it trades is likely to fluctuate significantly. Prices for our common stock will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for shares of our common stock, developments affecting our business, including the impact of the factors referred to elsewhere in these Risk Factors, investor perception of the Company and general economic and market conditions. No assurances can be provided that an orderly or liquid market will ever develop for our common stock.

Because of the anticipated low price of the securities being registered, many brokerage firms may not be willing to effect transactions in these securities. Purchasers of our securities should be aware that any market that develops will be subject to the penny stock restrictions. See “Plan of Distribution” and Risk Factor Number 22 below.

Any market that develops in shares of our common stock will be subject to the penny stock regulations and restrictions pertaining to low priced stocks that will create a lack of liquidity and make trading difficult or impossible.

The trading of our securities, if any, will be in the over-the-counter market which is commonly referred to as the OTCBB as maintained by FINRA. As a result, an investor may find it difficult to dispose of, or to obtain accurate quotations as to the price of, our securities.

Rule 3a51-1 of the Exchange Act establishes the definition of a “penny stock,” for purposes relevant to us, as any equity security that has a minimum bid price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to a limited number of exceptions which are not available to us. It is likely that our shares will be considered to be penny stocks for the immediately foreseeable future. This classification severely and adversely affects any market liquidity for our common stock.

For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker or dealer approve a person's account for transactions in penny stocks and the broker or dealer receive from the investor a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person's account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience and objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and that that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

~~The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, which, in highlight form, sets forth:~~

~~the basis on which the broker or dealer made the suitability determination, and~~

~~that the broker or dealer received a signed, written agreement from the investor~~premium, prior to the ~~transaction.~~

Disclosure also has to be made about the risks of investing in penny stock in both public offerings and in secondary trading and commissions’ payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Additionally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

~~Because of these regulations, broker-dealers may not wish to engage in the above-referenced necessary paperwork and disclosures or may encounter difficulties in their attempt to sell shares~~redemption of our common stock, which may affect the ability of selling shareholders or other holders to sell their shares in any secondary market and have the effect of reducing the level of trading activity in any secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities, if and when our securities become publicly traded. In addition, the liquidity for our securities may decrease, with a corresponding decrease in the price of our securities. Our shares, in all probability, will be subject to such penny stock rules for the foreseeable future and our shareholders will, in all likelihood, find it difficult to sell their securities.Common Stock.

~~The market for penny stocks has experienced numerous frauds and abuses that could adversely impact investors in our stock.~~

~~Company management believes that the market for penny stocks has suffered from patterns of fraud and abuse. Such patterns include:~~

~~Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;~~

~~Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;~~

~~“Boiler room” practices involving high pressure sales tactics and unrealistic price projections by sales persons;~~

~~Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and~~

Wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.

Any trading market that may develop may be restricted by virtue of state securities “Blue Sky” laws that prohibit trading absent compliance with individual state laws. These restrictions may make it difficult or impossible to sell shares in those states.

There is currently no established public market for our common stock, and there can be no assurance that any established public market will develop in the foreseeable future. Transfer of our common stock may also be restricted under the securities or securities regulations laws promulgated by various states and foreign jurisdictions, commonly referred to as “Blue Sky” laws. Absent compliance with such individual state laws, our common stock may not be traded in such jurisdictions. Because the securities registered hereunder have not been registered for resale under the blue sky laws of any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state blue sky law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. These restrictions prohibit the secondary trading of our common stock. We currently do not intend to and may not be able to qualify securities for resale in at least 17 states which do not offer manual exemptions (or may offer manual exemptions but may not to offer one to us if we are considered to be a shell company at the time of application) and require shares to be qualified before they can be resold by our shareholders. Accordingly, investors should consider the secondary market for our securities to be a limited one. See also “Plan of Distribution-State Securities-Blue Sky Laws”.

Our board of directors ~~(consisting of one person, our founder, president, and CEO)~~ has the authority, without stockholder approval, to issue preferred stock with terms that may not be beneficial to ~~common stockholders~~Common Stockholders and with the ability to affect adversely stockholder voting power and perpetuate their control over us.

Our ~~articles~~Second Amended and Restated Articles of ~~incorporation~~Incorporation allow us to issue shares of preferred stock without any vote or further action by our stockholders. Our Board of Directors has the authority to fix and determine the relative rights and preferences ~~of preferred stock. Our Board of Directors has the authority to issue preferred stock without further stockholder approval, including large blocks~~ of preferred stock. As a result, our Board of Directors could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of ~~common stock~~Common Stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our ~~common stock.~~Common Stock.

~~The ability~~Our Common Stock may be affected by limited trading volume and our share price may be volatile, which could adversely impact the value of our ~~founder~~Common Stock.

There can be no assurance that an active trading market in our Common Stock will be maintained. Our Common Stock is likely to experience significant price and ~~CEO to control our business may limit or eliminate minority shareholders’ ability to influence corporate affairs.~~

~~Upon~~volume fluctuations in the ~~completion of this Offering, our founder and CEO will beneficially own an aggregate of 60 percent~~future, which could adversely affect the market price of our ~~common stock assuming~~ Common Stock without regard to our operating performance and the ~~sale~~market price of ~~all shares being registered. Because~~our Common Stock may drop below the price paid by investors. In addition, we believe that factors such as our operating results, quarterly fluctuations in our financial results and changes in the overall economy or the condition of ~~his beneficial stock ownership,~~the financial markets, including as the result of the COVID-19 pandemic, could cause the price of our ~~founder,~~Common Stock to fluctuate substantially. These fluctuations may also cause short sellers to periodically enter the market in the belief that we will have poor results in the future. We cannot predict the actions of market participants and, ~~CEO~~therefore, can offer no assurances that the market for our Common Stock will be stable or appreciate over time.

The Warrants included in our February 2022 public offering do not confer any rights of Common Stock ownership on their holders, such as voting rights or the right to ~~continue~~receive dividends, but rather merely represent the right to ~~elect our Board of Directors, decide all matters requiring stockholder approval and determine our policies. The interests~~acquire shares of our ~~founder~~Common Stock at a fixed price for a limited period of time. Specifically, commencing on the date of issuance, holders of the Warrants may exercise their right to acquire the Common Stock and ~~CEO may differ~~pay an exercise price of per share, prior to five years from the ~~interests~~date of ~~other shareholders~~issuance, after which date any unexercised Warrants will expire and have no further value. Until holders of the Warrants acquire Common Stock upon exercise of the Warrants, the holders will have no rights with respect to the ~~issuance~~Common Stock issuable upon exercise of ~~shares, business~~the Warrants. Upon exercise of the Warrants, the holder will be entitled to exercise the rights of a Stockholder as to the security exercised only as to matters for which the record date occurs after the exercise. Moreover, the market value of the Warrants is uncertain and there can be no assurance that the market value of the Warrants will equal or exceed their public offering price. There can be no assurance that the market price of the Common Stock will ever equal or exceed the exercise price of the Warrants, and consequently, whether it will ever be profitable for holders of the Warrants to exercise the Warrants.

Provisions of the Warrants sold in our February 2022 public offering could discourage an acquisition of us by a third party.

In addition to the discussion of the provisions of our governing organizational documents, certain provisions of the Warrants offered in our February 2022 public offering could make it more difficult or expensive for a third party to acquire us. The Warrants prohibit us from engaging in certain transactions ~~with~~constituting “fundamental transactions” unless, among other things, the surviving entity assumes our obligations under the Warrants. These and other provisions of the Warrants could prevent or ~~sales~~deter a third party from acquiring us even where the acquisition could be beneficial to ~~other companies, selection of~~our stockholders.

Our executive officers and directors, and ~~other business decisions. Minority shareholders would have no way of overriding decisions made by our founder and CEO. This level of control may have an adverse impact on the market value~~their affiliated entities, own a significant percentage of our ~~shares because our founder~~stock and ~~CEO may institute or undertake transactions, policies or programs that may result in losses, may not take any steps~~will be able to ~~increase our visibility in the financial community or may sell sufficient numbers of shares~~exert significant control over matters subject to ~~significantly decrease our price per share.~~stockholder approval.

~~All~~Our executive officers and directors beneficially own approximately 12% of our ~~presently~~Common Stock. In addition, as referenced above, we issued 100,000 shares of Series A Preferred Stock to two members of our current management, Messrs. Charles A. Ross, Jr. and ~~outstanding common~~Doug E. Grau, which have superior voting rights of 1,000 to 1 over shares ~~are restricted under Rule 144~~of our Common Stock, resulting in nearly 96% of the ~~Securities Act,~~available stockholder votes. While the Certificate of Designation is named “Certificate of Designation of Series A Convertible Preferred Stock”, the Company’s Existing Series A Preferred Stock is not convertible into shares of Common Stock of the Company or redeemable by either the Company or another person.

Accordingly, these stockholders may, as ~~amended. When~~a practical matter, continue to be able to control the ~~restriction on any or all~~election of ~~these shares is lifted,~~a majority of our directors and the ~~shares are sold~~determination of all corporate actions after this offering. This concentration of ownership could delay or prevent a change in control of the ~~open market,~~Company.

We do not anticipate that we will pay dividends on our Common Stock and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our ~~common stock could be adversely affected.~~Common Stock.

All of the presently outstanding shares of common stock (9,000,000 shares) are “restricted securities” as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available. Rule 144 provides in essence that a person who is not an affiliate and has held restricted securities for a prescribed period of at least six (6) months if purchased from a reporting issuer or twelve (12) months (as is the case herein) if purchased from a non-reporting Company, may, under certain conditions, sell all or any of his shares without volume limitation, in brokerage transactions. Affiliates, however, may not sell shares in excess of one percent of the Company’s outstanding common stock every three months. As a result of revisions to Rule 144 which became effective on February 15, 2008, there is no limit on the amount of restricted securities that may be sold by a non-affiliate (i.e., a stockholder who has not been an officer, director or control person for at least 90 consecutive days) after the restricted securities have been held by the owner for the aforementioned prescribed period of time. A sale under Rule 144 or under any other exemption from the Act, if available, or pursuant to registration of shares of common stock of present stockholders, may have a depressive effect upon the price of the common stock in any market that may develop.

All 9,000,000 issued and outstanding shares of our common stock are owned by our founder, and CEO, which consists of 6,000,000 and 3,000,000 shares issued for organizational services and tangible and intangible assets which may be sold commencing one year from the date that this Offering is completed. See “Market for Securities”.

We have never paid cash dividends on our ~~common stock.~~Common Stock. We do not expect to pay cash dividends on our ~~common stock~~Common Stock at any time in the foreseeable future. The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors that our Board of Directors will consider. Since we do not anticipate paying cash dividends on our ~~common stock,~~Common Stock, return on your investment, if any, will depend solely on an increase, if any, in the market value of our ~~common stock.~~Common Stock.

~~29.~~The industry in which we operate is competitive, price sensitive and subject to risks of governmental regulations or laws. If our competitors are better able to develop and market products that are more effective, less costly, easier to use, or are otherwise more attractive, we may be unable to compete effectively with other companies.

The safe and personal security industry is characterized by intense competition. We will face competition on the basis of product features, reliability, price, apparent value, and other factors. Competitors may include large safe makers and other companies, some of which have significantly greater financial and marketing resources than we do, and firms that are more specialized than we are with respect to particular markets. Our competition may respond more quickly to new or emerging styles, undertake more extensive marketing campaigns, have greater financial, marketing and other resources than ours or may be more successful in attracting potential customers, employees and strategic partners.

~~Because~~Our industry could experience greater scrutiny and regulation by governmental authorities, which may lead to greater governmental regulation in the future.

The rapidly growing interest in new concealed carry products that this rapidly growing market may attract the attention of government regulators and legislators. The current trend in legislation is to roll back or minimize access to firearms restrictions, but there can be no assurance that this trend will continue.

Federal regulation and enforcement may adversely affect the implementation of medical controlled substance laws and regulations may negatively impact our revenues and profits.

Currently, many states plus the District of Columbia have laws or regulations that recognize, in one form or another, legitimate medical uses for cannabis and consumer use of cannabis in connection with medical treatment. Many other states are considering similar legislation. Conversely, under the Controlled Substance Act (the “CSA”), the policies and regulations of the Federal government and its agencies are that cannabis has no medical benefit and a range of activities including cultivation and the personal use of cannabis is prohibited. Unless and until Congress amends the CSA with respect to medical marijuana, as to the timing or scope of any such potential amendments there can be no assurance, there is a risk that federal authorities may enforce current federal law. Active enforcement of the current federal regulatory position on cannabis may thus indirectly and adversely affect our revenues and profits. The risk of strict enforcement of the CSA in light of Congressional activity, judicial holdings, and stated federal policy remains uncertain.

The DOJ has not historically devoted resources to prosecuting individuals whose conduct is limited to possession of small amounts of marijuana for use on private property but has relied on state and local law enforcement to address marijuana activity. In the event the DOJ reverses its stated policy and begins strict enforcement of the CSA in states that have laws legalizing medical marijuana and recreational marijuana in small amounts, there may be a direct and adverse impact to our business and our revenue and profits. Furthermore, H.R. 83, enacted by Congress on December 16, 2014, provides that none of the funds made available to the DOJ pursuant to the 2015 Consolidated and Further Continuing Appropriations Act may be used to prevent certain states, including Nevada and California, from implementing their own laws that authorized the use, distribution, possession, or cultivation of medical marijuana.

Variations in state and local regulation and enforcement in states that have legalized medical controlled substance that may restrict marijuana-related activities, including activities related to medical cannabis and Biotech complex work on cannabis, may negatively impact our revenues and profits.

Individual state laws do not always conform to the federal standard or to other states laws. A number of states have decriminalized marijuana to varying degrees, other states have created exemptions specifically for medical cannabis, and several have both decriminalization and medical laws. Nineteen states and the District of Columbia and Guam have legalized the recreational use of cannabis. Variations exist among states that have legalized, decriminalized, or created medical marijuana exemptions. For example, Alaska and Colorado have limits on the number of marijuana plants that can be homegrown. In most states, the cultivation of marijuana for personal use continues to be prohibited except for those states that allow small-scale cultivation by the individual in possession of medical marijuana needing care or that person’s caregiver. Active enforcement of state laws that prohibit personal cultivation of marijuana may indirectly and adversely affect our business and our revenue and profits.

It is possible that federal or state legislation could be enacted in the future that would prohibit us or potential customers from using our products, and if such legislation were enacted, our revenues could decline, leading to a loss in your investment.

We are not aware of any federal or state regulation that regulates the sale of indoor cultivation equipment to medical or recreational marijuana growers. The extent to which the regulation of drug paraphernalia under the CSA is applicable to the sale of our dispensaries is found in the definition of “drug paraphernalia.” Drug paraphernalia means any equipment, product, or material of any kind that is primarily intended or designed for use in manufacturing, compounding, converting, concealing, producing processing, preparing, injecting, ingesting, inhaling, or otherwise introducing into the human body a controlled substance, possession of which is unlawful.

Cannabis is illegal under U.S. federal law. In those states in which the use of cannabis has been legalized, its use remains a violation of federal law pursuant to the Controlled Substances Act (21 U.S.C. § 811). The Controlled Substances Act classifies cannabis as a Schedule I controlled substance, and as such, medical and adult use cannabis use is illegal under U.S. federal law. Unless and until Congress amends the Controlled Substances Act with respect to cannabis (and the President approves such amendment), there is a risk that federal authorities may enforce current federal law. Since federal law criminalizing the use of cannabis pre-empts state laws that legalize its use, enforcement of federal law regarding cannabis is a significant risk and would likely result in our inability to precede with our business plans, especially in respect of expanding the reach of our dispensaries sale.

We are indirectly engaged in the medical and adult use cannabis industry in the United States where local state law permits such activities. The legality of the production, cultivation, extraction, distribution, retail sales, transportation and use of cannabis differs among states in the United States. Due to the current regulatory environment in the United States, new risks may emerge, and management may not be able to predict all such risks.

As of September 2021, there were 36 states, plus the District of Columbia (and the territories of Guam, Puerto Rico, the U.S. Virgin Islands and the Northern Mariana Islands), that have laws and/or regulations that recognize, in one form or another, legitimate medical uses for cannabis and consumer use of cannabis in connection with medical treatment. In addition, Alaska, California, Colorado, Illinois, Maine, Massachusetts, Michigan, Nevada, Oregon, Vermont, Washington and the District of Columbia have legalized cannabis for adult use.

Due to the conflicting views between state legislatures and the federal government regarding cannabis, cannabis businesses are subject to inconsistent laws and regulations. There can be no assurance that the federal government will not enforce federal laws relating to cannabis and seek to prosecute cases involving cannabis businesses that are otherwise compliant with state laws in the future. While we are not subject to ~~compliance with rules requiring~~these laws, the ~~adoption~~uncertainty of ~~certain corporate governance measures, our stockholders have limited protection against interested director transactions, conflicts of interest and similar matters.~~

~~The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the SEC, the New York and American Stock Exchanges~~U.S. federal enforcement practices going forward and the NASDAQ Stock Market, as a result of Sarbanes-Oxley, require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate managementinconsistency between U.S. federal and ~~the securities markets~~state laws and apply to securities that are listed on those exchanges or the NASDAQ Stock Market. Because we are not presently required to comply with many of the corporate governance provisions and because we chose to avoidregulations present risks for our dispensary safes business, including incurring ~~the~~ substantial ~~additional~~ costs associated with compliance or altering certain aspects of our business plan.

There are 754,968 shares of the Common Stock, consisting of 377,484 shares of Common Stock issuable upon the exercise of the Pre-funded Warrants and 377,484 shares of Common Stock issuable upon the exercise of the Warrants, k that may be sold from time to time pursuant to this registration statement by the Selling Security Holders identified herein.

All expenses incurred with respect to the registration of the Common Stock will be borne by us, but we will not be obligated to pay any underwriting fees, discounts, commission or other expenses incurred by the Selling Security Holders in connection with the sale of such ~~compliance~~shares.

Except as indicated below, neither the Selling Security Holders nor any ~~sooner than legally required, we~~of their associates or affiliates has held any position, office, or other material relationship with us in the past three years.

The following table sets forth the names of the Selling Security Holders, the number of shares of Common Stock beneficially owned by the Selling Security Holders as of the date hereof and the number of shares of Common Stock being offered by the Selling Security Holders. The shares being offered hereby are being registered to permit public secondary trading, and the Selling Security Holders may offer all or part of the shares for resale from time to time. However, the Selling Security Holders are under no obligation to sell all or any portion of such shares. All information with respect to share ownership has been furnished by the Selling Security Holders. The “Number of Shares Beneficially Owned After the Offering” column assumes the sale of all shares offered.

The Common Stock being offered by the Selling Security Holders are those issuable to the Selling Security Holders, upon conversion of the Notes. We are registering the shares of Common Stock in order to permit the Selling Security Holders to offer these shares for resale from time to time. Except for the investment in the Notes, the Selling Security Holders have not ~~yet adopted these measures.~~had any material relationship with us within the past three years.

~~Because none of our directors (currently one person) are independent directors, we do not currently have independent audit or compensation committees. As a result, these directors have~~The table below lists the ~~ability, among~~Selling Security Holders and other ~~things, to determine their own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required,~~information regarding the absence of such standards of corporate governance may leave our stockholders without protections against interested director transactions, conflicts of interest, if any, and similar matters and investors may be reluctant to provide us with funds necessary to expand our operations.

We intend to comply with all corporate governance measures relating to director independence as and when required. However, we may find it very difficult or be unable to attract and retain qualified officers, directors and members of board committees required to provide for our effective management as a result of Sarbanes-Oxley Act of 2002. The enactmentbeneficial ownership of the ~~Sarbanes-Oxley Act~~shares of ~~2002 has resulted in a series~~common stock by each of ~~rules~~the Selling Security Holders. The second column lists the number of shares of common stock beneficially owned by each Selling Security Holder, based on its ownership of the shares of common stock and ~~regulations~~warrants, as of the date hereof, assuming conversion of the Notes held by the ~~SEC that increase responsibilities~~Selling Security Holders on such date, without regard to any limitations on conversions or exercises. The third column lists the shares of common stock being offered by this prospectus by the Selling Security Holders.

This prospectus generally covers the resale of the sum of (i) the number of shares of common stock, and ~~liabilities~~(ii) the maximum number of ~~directors and executive officers. The perceived increased personal risk associated with these recent changes may make it more costly or deter qualified individuals from accepting these roles.~~

~~You may have limited access to information regarding our business because our obligations to file periodic reports~~shares of common stock issuable upon conversion of the Notes, determined as if the outstanding Notes were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, ~~could be automatically suspended under certain circumstances.~~

Aseach as of the ~~effective~~trading day immediately preceding the applicable date of determination, without regard to any limitations on the conversion of the Notes.

We will not receive any proceeds from the sale of Common Stock by the Selling Security Holders. We will, however, receive proceeds from any exercise of the Pre-Funded Warrants. All of the net proceeds from the sale of our Common Stock will go to the Selling Security Holders as described below in the sections entitled “Selling Security Holders” and “Plan of Distribution”. We have agreed to bear the expenses relating to the registration of the common stock for the Selling Security Holders.

The Selling Security Holders may, from time to time, sell, transfer, or otherwise dispose of any or all of their shares of Common Stock on any stock exchange, market, or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. The Selling Security Holders may use any one or more of the following methods when disposing of shares:

The Selling Security Holders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.

If the Selling Security Holders effectuate such transactions by selling shares of Common Stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions, or commissions from the Seller Stockholders or commissions from purchasers of the shares of Common Stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions, or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of Common Stock or otherwise, the Selling Security Holders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of Common Stock in the course of hedging in positions they assume. The Selling Security Holders may also sell shares of Common Stock short and deliver shares of Common Stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The Selling Security Holders may also loan or pledge shares of Common Stock to broker-dealers that in turn may sell such shares.

The Selling Security Holders may from time to time pledge or grant a security interest in some or all of the shares of Common Stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of Common Stock from time to time under this prospectus after we have filed a supplement to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act supplementing or amending the list of Selling Security Holders to include the pledgee, transferee or other successors in interest as Selling Security Holders under this prospectus. The Selling Security Holders also may transfer or donate the shares of Common Stock in other circumstances, in which case the transferees, donees, pledgees, or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

Under the securities laws of some states, the shares of Common Stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of Common Stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

There can be no assurance that any Selling Stockholder will sell any or all of the shares of Common Stock registered pursuant to the registration statement of which this prospectus isforms a ~~part, we~~part.

The Selling Security Holders and any other person participating in such distribution will ~~become~~be subject to ~~certain informational requirements~~applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, the anti-manipulation rules of Regulation M of the Exchange Act, ~~as amended~~which may limit the timing of purchases and we will be required to file periodic reports (i.e., annual, quarterly and material events) with the SEC which will be immediately available to the public for inspection and copying. In the event during the year that our registration statement becomes effective, these reporting obligations may be automatically suspended under Section 15(d) of the Exchange Act if we have less than 300 shareholders and do not file a registration statement on Form 8-A (of which we have no current plans to file). If this occurs after the year in which our registration statement becomes effective, we will no longer be obligated to file such periodic reports with the SEC and access to our business information would then be even more restricted. After this registration statement on Form S-1 becomes effective, we may be required to deliver periodic reports to security holders as proscribed by the Exchange Act, as amended. However, we will not be required to furnish proxy statements to security holders and our directors, officers and principal beneficial owners will not be required to report their beneficial ownership of securities to the SEC pursuant to Section 16 of the Exchange Act until we have both 500 or more security holders and greater than $10 million in assets. This means that access to information regarding our business and operations will be limited.

~~For all of the foregoing reasons and others set forth herein, an investment in our securities in any market that may develop in the future involves a high degree of risk.~~

We will apply the proceeds from the Offering to pay for accounting, legal and professional fees associated with this Offering. Total estimated costs of this Offering ($28,000) are less than the maximum amount of Offering proceeds ($60,000) providing us with approximately $32,000 in working capital. Total estimated costs of the Offering, which principally relates to professional costs, are expected to consist of the following:

As funds are obtained from the sale of shares, offering costs will be paid in the sequence listed in the table regardless of the amount of dollars collected. If all of the registered shares are sold, all costs will be paid for in full including legal fees which currently amount to $15,000. From the maximum Offering proceeds received we will pay all expenses associated with this Offering which include SEC registration fee, NASD filing fee, accounting and auditing fees, transfer agent fees, blue sky fees, and other expenses which are estimated to be $13,000, leaving approximately $32,000 of cash on hand for general operating expenses.

Upon beginning our Form S-1 process, we paid our legal counsel $5,000. We owe our legal counsel an additional $10,000 upon completion of the Offering. Our plans will not change regardless of whether the maximum proceeds are achieved, except to the extent indicated in MD&A “Liquidity” section.

We will spend substantially more in costs on this Offering and our public reporting requirements than it will receive in proceeds if the maximum Offering amount is achieved. These costs may very well exceed our current and anticipated revenues, significantly. The Company believes the risks are worth taking because management believes, based on its own observation (not based on any formal studies), that current and potential vendors, consultants and other service providers will be more open to providing their services to a public company than a small, privately-held startup company. Management’s belief is based solely on informal consultation with various business and legal professionals who are known to us and have public company experience. These discussions developed our belief that being a public company may afford our business (management and its shareholders) with a higher degree of recognition than is normally attained as a small private (or non-public) business enterprise. We believe this may increase our ability and/or options to obtain financing for our growth. In addition, by being a public company we believe this may increase our future opportunities to raise funds or to pay vendors by issuing equity rather than cash. We cannot predict the likelihood of our observations and initial conclusions on the benefits of being a public company will prove to be accurate or even beneficial to us at all.

We are offering for sale a maximum of 6,000,000 shares of common stock at a fixed price of $0.01 per share. There is no minimum number of shares that must be sold by us for the Offering to close and we will retain all the proceeds from the salesales of any of the ~~offered shares that are sold. This Offering is being conducted on a self-underwritten, best efforts basis, which means our founder,~~Common Stock by the Selling Security Holders and ~~CEO, Mr. Estus, will attempt to sell~~any other participating person. Regulation M may also restrict the ~~shares. This prospectus permits our founder and CEO to sell~~ability of any person engaged in the distribution of the shares ~~directly~~of Common Stock to engage in market-making activities with respect to the ~~public, with no commission~~shares of common stock.

In addition, to the extent applicable we will make copies of this prospectus (as it may be supplemented or ~~other remuneration. Mr. Estus will sell~~amended from time to time) available to the ~~shares and intends to offer them to friends, family and business acquaintances. In offering~~Selling Security Holders for the ~~securities on our behalf, Mr. Estus will rely primarily on~~purpose of satisfying the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities and Exchange Act of 1934. The intended methods of communication include, without limitation, telephone and personal contacts.

As discussed above in connection with our selling efforts in this Offering, Mr. Estus will not register as a broker-dealer pursuant to Section 15 of the Exchange Act, as amended, but rather will rely upon the “safe harbor” provisions of Rule 3a4-1, promulgated under the Exchange Act, as amended. Generally speaking, Rule 3a4-1 provides an exemption from the broker-dealer registrationprospectus delivery requirements of the ~~Exchange Act for persons associated with an issuer~~Securities Act. The Seller Stockholders may indemnify any broker-dealer that ~~participate~~participates in an offering of the issuer’s securities. Mr. Estus is not subject to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act. Mr. Estus will not be compensated in connection with his participation in this Offering by the payment of commissions or other remuneration based either directly or indirectly on transactions in our securities. Mr. Estus is not, nor has he been within the past 12 months, a broker or dealer, and he is not, nor has he been within the past 12 months, an associated person of a broker or dealer. At the end of this Offering, Mr. Estus will continue to perform duties for the Company or on its behalf other than in connection with the transactions in its securities. Mr. Estus may not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii).

The proceeds from the sale of shares in this Offering will be made payable to The Krueger Group, LLP- Attorney-Client Trust Account, our escrow agent. The Krueger Group, LLP, which also acts as our legal counsel, may not be considered an independent third party. All subscription agreements and checks are irrevocable and should be delivered to The Krueger Group, LLP at the address provided on the Subscription Agreement.

~~We will receive all proceeds from~~involving the sale of the ~~6,000,000~~ shares ~~being offered. None~~against certain liabilities, including liabilities arising under the Securities Act.

We are required to pay all expenses of the ~~proceeds will be received by anyone other than the Company. The price per share is fixed at $0.01 for the duration of this Offering.~~

All subscribed funds will be held in a non-interest-bearing account pending the completion of this Offering. This Offering will be completed 180 days from the effective date of this prospectus (or such earlier date when all 6,000,000 shares are sold), unless extended by our Board for an additional 180 days. There is no minimum number of shares that must be sold in this Offering. All subscription agreements and checks for payment of shares are irrevocable (except as to any states that require a statutory cooling-off period or rescission right).

The Company will deliver stock certificates attributable to shares of common stock purchased directly by the purchasers within 30 days of the close of this Offering or as soon thereafter as practicable.

We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected within 72 hours after we receive them.

~~180 days after the effective date of this S-1 Registration Statement or any extension thereto.~~

The Offering price of the common stock has been determined arbitrarily and bears no relationship to any objective criterion of value. The price does not bear any relationship to our assets, book value, historical earnings or net worth.

The purchase of the common stock in this Offering involves a high degree of risk. The common stock offered in this prospectus is for investment purposes only, and currently no market for our common stock exists. While a market maker has prospectively agreed to file a Rule 211 application with FINRA in order to apply for the inclusion of our common stock in the OTCBB, such efforts may not be successful, and our shares may never be quoted and owners of our common stock may not have a market in which to sell their shares. Also, no estimate may be given as to the time that this application process may require.

If we become able to have our shares of common stock quoted on the OTCBB, we will then try, through a broker-dealer and the broker-dealer’s clearing firm, to become eligible with the DTC to permit our shares to be traded electronically. If an issuer is not “DTC-eligible,” its shares cannot be electronically transferred between brokerage accounts, which, based on the realities of the marketplace as it exists today (especially the OTCBB), means that shares of an issuer will not be able to be traded (technically the shares can be traded manually between accounts, but this may take days and is not a realistic option for issuers relying on broker-dealers for stock transactions - like all the companies on the OTCBB). What this boils down to is that while DTC-eligibility is not a requirement to trade on the OTCBB, it is however a necessity to efficiently process trades on the OTCBB if a company’s stock is going to trade with any volume. There are no assurances that our shares will ever become DTC-eligible or, if they do, how long it may take.

~~Please refer to the sections of this prospectus entitled “Risk Factors” and “Dilution” before making an investment in the common stock of the Company.~~

The offering price of the shares has been determined arbitrarily by us. The price does not bear any relationship to our assets, book value, earnings, or other established criteria for valuing a privately held company. In determining the number of shares to be offered and the offering price, we took into consideration our cash on hand and the amount of money we would need to complete a portion of our business plan. Accordingly, the offering price should not be considered an indication of the actual value of the securities.

~~“Dilution” represents the difference between the offering price~~registration of the shares of ~~common stock hereby being offered~~Common Stock, including SEC filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that the ~~net book value per share~~Selling Security Holders will pay all underwriting discounts and selling commissions, if any, and all fees and expenses of ~~common stock immediately after completion of this Offering. “Net book value” is~~their respective legal counsel. We have agreed to indemnify the ~~amount that results from subtracting total~~Selling Security Holders against liabilities, ~~from total assets. In this Offering,~~including liabilities under the ~~level of dilution is increased as a result of~~Securities Act and state securities laws, relating to the relatively low net book value of our issued and outstanding common stock and because the proceeds of the Offering are slightly more than our estimated costs (based on the maximum Offering proceeds received). Assuming allregistration of the shares ~~of common stock~~ offered ~~herein are sold,~~by this prospectus. We may be indemnified by the ~~purchasers in this Offering will lose most of~~Selling Security Holders against liabilities, including liabilities under the ~~value of their shares purchased in~~Securities Act, and state security laws, that ~~each purchased share will have a net book value of $0.0013 a reduction of 87%. Net book value of existing shareholders’ shares will increase~~may arise from ~~$(0.0014)~~any written information furnished to ~~$0.0013 because proceeds received from this Offering are more than estimated costs of this Offering.~~

~~The following table illustrates~~us by the ~~dilution to the purchasers of the common stock in this Offering as of June 30, 2015:~~

The following table summarizes the number and percentage of shares purchased the amount and percentage of consideration paid and the average price per Share paid by our existing stockholders and by new investors in this Offering:

We have never paid cash or any other form of dividend on our common stock, and we do not anticipate paying cash dividends in the foreseeable future. Moreover, any future credit facilities might contain restrictions on our ability to declare and pay dividends on our common stock. We plan to retain all earnings, if any, for the foreseeable futureSelling Security Holders specifically for use in ~~the operation of~~this prospectus.

Once effective, our business and to fund the pursuit of future growth. Future dividends, if any will depend on, among other things, our results of operations, capital requirements and on such other factors as our Board of Directors, in its discretion, may consider relevant.

~~There is no established public market for our common stock and a public market may never develop. A market maker~~company has agreed to ~~file an application with FINRA so as~~use its commercially reasonable efforts to ~~be able~~keep such registration, and any qualifications, exemption or compliance under state securities laws which our company determines to ~~quote~~obtain, continuously effective, and to keep the ~~shares of our common stock on the OTCBB maintained by FINRA commencing upon the effectiveness of our~~ registration statement of which this prospectus isforms a part free of any material misstatements or omissions, until the earlier of the following:(1) the date of which the Selling Security Holders cease to hold any shares of Common Stock registered hereunder, or (2) the date all shares of Common Stock held by the Selling Security Holders may be sold without restriction under Rule 144, including without limitation, any volume and manner of sale restrictions which may be applicable to affiliates under Rule 144.

Once sold under the ~~subsequent closing~~registration statement of which this ~~Offering. There can be no assurance as to whether such market maker’s application will be accepted by FINRA nor can we estimate~~prospectus forms a part, the time period that will be required for the application process. Even if our common stock were quoted in a market, there may never be substantial activity in such market. If there is substantial activity, such activity may not be maintained, and no prediction can be made as to what prices may prevail in such market.

~~If we become able to have our~~ shares of common stock ~~quoted~~will be freely tradable in the hands of persons other than our affiliates.

Our common stock has been traded on the ~~OTCBB, we will then try, through a broker-dealer and~~Nasdaq Capital Market under the ~~broker-dealer’s clearing firm,~~symbol “AREB” since February 2022. Prior to become eligible with the DTC to permit our shares to be traded electronically. If an issuer is not “DTC-eligible,” its shares cannot be electronically transferred between brokerage accounts, which, based on the realities of the marketplace as it exists today (especially the OTCBB), means that shares of a issuer will not be able to be traded (technically the shares can be traded manually between accounts, but this may take days and is not a realistic option for issuers relying on broker-dealers for stock transactions - like all the companies on the OTCBB). What this boils down to is that while DTC-eligibility is not a requirement to trade on the OTCBB, it is however a necessity to efficiently process trades on the OTCBB if a company’s stock is going to trade with any volume. There are no assurances that our shares will ever become DTC-eligible or, if they do, how long it may take.

~~We do not have any common stock or equity subject to outstanding options or warrants to purchase or securities convertible into~~February 2022, our common stock ~~or equity. Currently all outstanding shares~~traded on the OTCQB marketplace.

(b) Holders of ~~common stock are held by Mr. Estus, our founder, and CEO, (9,000,000 shares). In general, under Rule 144, a holder~~Common Equity

As of ~~restricted common shares who is an affiliate at the time~~March 31, 2022, there were approximately 132 stockholders of ~~sale or any time during preceding three months will be able to resell their shares subject to the restrictions described below.~~

If we become a public reporting company under the Exchange Act, and have been for at least 90 days prior to the sale, six months must have elapsed since those shares were acquired from us or by an affiliate, we must remain current in our filings for anrecord. An additional ~~six months; in all other cases, one year must have elapsed since those shares were acquired from us or by an affiliate to be sold pursuant to Rule 144.~~

~~The~~ number of ~~shares sold by such person within any three-month period cannot exceed the greater of:~~

The average weekly trading volume of our common shares during the four calendar weeks preceding the date on which notice on Form 144 with respect to the sale is filed with the SEC (or, if Form 144 is not required to be filed, then four calendar weeks preceding the date the selling broker receives the sell order) (This condition is not currently available to the Company because its securities do not trade on a recognized exchange).

~~Conditions relating to the manner of sale, notice requirements (the filing of Form 144) and the availability of current and timely public information about the Company must be satisfied.~~

~~All of the presently outstanding shares~~stockholders are beneficial holders of our common stock in “street name” through banks, brokers and other financial institutions that are ~~“restricted securities”~~the record holders.

We have not paid any cash dividends to our holders of common stock. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Action Stock Transfer will act as ~~defined under Rule 144 promulgated under~~ the ~~Securities Act~~registrar, transfer agent, warrant agent and may only be sold pursuant to an effective registration statement or an exemption from registration, if available. The SEC has adopted final rules amending Rule 144 which became effective on February 15, 2008. Pursuant to new Rule 144, one year must elapse from the time a “shell ~~company,” as defined~~dividend and redemption price disbursing agent in ~~Rule 405~~respect of the Warrants. The principal business address of 2469 E. Fort Union Blvd., Suite 214, Salt Lake City, UT 84121.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this Prospectus. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including but not limited to those set forth in “Risk Factors.”

Management’s Discussion and Analysis should be read in conjunction with the financial statements included in this Form S-1 (the “Financial Statements”). The financial statements have been prepared in accordance with generally accepted accounting policies in the United States (“GAAP”). Except as otherwise disclosed, all dollar figures included therein and in the following management discussion and analysis are quoted in United States dollars.

The Private Securities Litigation Reform Act ~~and Rule 12b-2~~of 1995 provides a safe harbor for forward-looking statements. In order to comply with the terms of the ~~Exchange Act, ceases to be a “shellcompany” and files a Form 8-K addressing Item 5.06 along with such information as may be required~~safe harbor, the Company notes that in a Form 10 registration statement filed with the SEC, before a shareholder of restricted securities can resell their holdings in reliance upon Rule 144. The Form 10 information or disclosure is equivalentaddition to the ~~information that a registrant would be required to file if it were registering a class~~description of ~~securities on Form 10 under the Exchange Act. Under amended Rule 144, restricted or unrestricted securities initially issued by a reporting or non-reportingshellcompany or a company that was at any time previously a reporting or non-reportingshellcompany, may only be resold in reliance on Rule 144 if the following conditions are met:~~

~~the issuer of the securities that was formerly a reporting or non-reportingshellcompany has ceased to be ashellcompany;~~

~~the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;~~

the issuer of the securities has filed all reports and material required to be filed under Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding twelve months (or shorter period that the Issuer was required to file such reports and materials), other than Form 8-K reports; and

~~at least one year has elapsed from the time the issuer filed the current Form 10 type information with the SEC reflecting its status as an entity that is not ashellcompany.~~

~~In general, for sales by affiliates and non-affiliates, the satisfaction of the current public information requirement depends on whether we are a public reporting company under the Exchange Act:~~

If we have been a public reporting company for at least 90 days prior to the sale, then the current public information requirement is satisfied if we filed all periodic reports (other than Form 8-K) required to be filed under the Exchange Act during the 12 months preceding the sale (or such shorter period as we have been required to file those reports).

If we have not been a public reporting company for at least 90 days prior to the sale, then the requirement is satisfied if specified types of information about us (including our business, management, along with our discussion of financial condition and results of operations) are publicly made available.

No prediction can be made as to the effect, if any, that future sales of shares or the availability of shares for future sale will have on the market price prevailing from time to time. Sales of substantial amounts of our common shares, or the perception that such sales could occur, may adversely affect prevailing market prices of the common shares.

~~Certain matters discussed~~historical facts contained herein, ~~are forward-looking statements. Such~~this report contains certain forward-looking statements ~~contained in this prospectus which is a part of our registration statement~~that involve risks and uncertainties ~~including~~as detailed herein and from time to time in the Company’s other filings with the Securities and Exchange Commission and elsewhere. Such statements ~~as to:~~

~~any contractual arrangements~~are based on management’s current expectations and ~~relationships with third parties;~~

These forward-looking statements can generally be identified as such because the context of the statement will include words such as we “believe,” “anticipate,” “expect,” “estimate” or words of similar meaning. Similarly, statements that describe our future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to ~~certain risks~~a number of factors and uncertainties, ~~which are described in close proximity to such statements and~~ which could cause actual results to differ materially from those, ~~anticipated~~described in the forward-looking statements. These factors include, among others: (a) the Company’s fluctuations in sales and operating results; (b) risks associated with international operations; (c) regulatory, competitive and contractual risks; (d) development risks; (e) the ability to achieve strategic initiatives, including but not limited to the ability to achieve sales growth across the business segments through a combination of enhanced sales force, new products, and customer service; and (f) pending litigation.

The Company focuses primarily on marketing branded safes and personal security products, including concealed carry/self-defense products. Additionally, the Company designs and produces branded apparel and other accessories. The Company promotes and sells its products primarily through retailers using a dealer network, various leading national and regional retailers, local specialty sports, hunting and firearms stores. The Company also markets and sells its products online, through its website, as well as on Amazon.com where customers can place an order for the Company’s branded backpacks and apparel items. The Company’s products have the American Rebel Brand imprint.

On February 9, 2022, we closed on an underwritten public offering (the “Public Offering”) of 2,530,121 units (the “Common Units”), at a price to the public of $4.15 per Common Unit, for aggregate gross proceeds of approximately $10.5 million, prior to deducting underwriting discounts, commissions, and other estimated offering expenses. Each Common Unit consisted of one share of Common Stock and one warrant to purchase one share of Common Stock (each a “Warrant” and collectively the “Warrants”). The Common Stock and Warrants were immediately separable from the Common Units and were issued and trade separately. The Warrants are exercisable immediately, expire five years from the date of issuance and have an exercise price of $5.1875 per share.

We have used the net proceeds from this ~~prospectus. Shareholders, potential investors~~offering to repay various outstanding indebtedness and ~~other readers are urged~~for general corporate purposes, including working capital, increased research and development expenditures and funding our growth strategies.

From inception through December 31, 2021, we have generated an operating deficit of $26,969,657. We expect to ~~consider these factors~~incur additional losses during the fiscal year ending December 31, 2022, and beyond, principally as a result of our increased investment in ~~evaluating~~inventory, marketing expenses, and the ~~forward-looking statements~~limited sales of our new products as we seek to establish them in the marketplace.

For the year ended December 31, 2021, we reported Sales of $986,826, compared to ~~place undue reliance~~Sales of $1,255,703 for the year ended December 31, 2020. The decrease is attributable to lack of inventory as the Company’s resources were diverted to completing its capital raise that closed on ~~such forward-looking statements.~~February 10, 2022. For the year ended December 31, 2021, we reported Cost of Sales of $812,130, compared to Cost of Sales of $952,511 for the year ended December 31, 2020. The ~~forward-looking statements included herein are only made~~decrease in Cost of Sales was again attributable to the reduced level of inventory. For the year ended December 31, 2021, we reported Gross Profit of $174,696, compared to Gross Profit of $303,192 for the year ended December 31, 2020. The decrease in Gross Profit was attributable to the reduced level of inventory.

Total operating expenses for the year ended December 31, 2021, were $3,486,135 compared to $3,075,113 for the year ended December 31, 2020, as further described below.

For the year ended December 31, 2021, we incurred consulting and business development expenses of $2,012,803, compared to consulting and business development expenses of $529,094 for the year ended December 31, 2020. The increase in consulting and business development expenses is due to additional expenses incurred related to preparing for an equity raise.

For the year ended December 31, 2021, we incurred product development expenses of $330,353, compared to product development expenses of $320,472 for the year ended December 31, 2020. The amount of product development expenses was relatively similar.

For the year ended December 31, 2021, we incurred marketing and brand development expenses of $171,030, compared to marketing and brand development expenses of $390,294 for the year ended December 31, 2020. The decrease in marketing and brand development expenses relates primarily to the benefit of the ~~date of this prospectus, and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.~~

~~We were incorporated on December 15, 2014 and soon thereafter acquired our business plan from our founder and president, Mr. Dave Estus. Most~~prior year’s investment in the marketing of the ~~activity through August 4, 2015 involved~~American Rebel brand.

For the ~~execution~~year ended December 31, 2021, we incurred general and administrative expenses of ~~our business plan, business development, development~~$968,306, compared to general and administrative expenses of ~~programming language~~$1,773,529 for ~~use with our portal as well as most recently~~ the ~~preparation~~year ended December 31, 2020. The decrease relates primarily to a decrease in professional, consulting and operating fees due to cost saving measures and the benefit of established systems set up in prior years.

For the ~~Company’s financials~~year ended December 31, 2021, we incurred depreciation expense of $3,643, compared to depreciation expense of $61,724 for the year ended December 31, 2020.

For the year ended December 31, 2021, we incurred interest expense of $2,061,782, compared to interest expense of $2,292,957 for the year ended December 31, 2020.

Net loss for the year ended December 31, 2021, amounted to $6,098,944, resulting in ~~anticipation~~a loss per share of ~~this Offering.~~$4.85, compared to $5,981,082 for the year ended December 31, 2020, resulting in a loss per share of $7.93. The decrease in the net loss from the year ended December 31, 2020, to the year ended December 31, 2021, is primarily due to the investment in compensation that occurred in September 2020.

We are a development stage company and ~~have limited financial resources.~~realized minimal revenue from our planned operations. We have ~~not established~~ a ~~source~~working capital deficit of $4,171,277 at December 31, 2021, and have incurred a deficit of $26,969,657 from inception to December 31, 2021. We have funded operations primarily through the issuance of capital stock, convertible debt and other securities.

During the year ended December 31, 2021, we raised net cash of $772,505 by issuance of common and preferred shares, as compared to $- for the year ended December 31, 2020. During the year ended December 31, 2021, we raised net cash of $2,244,100 through the issuance of promissory notes secured by specific inventory, as compared to $2,869,171 for the year ended December 31, 2020.

As we continue with the launch of our American Rebel safes and concealed carry product line we have devoted and expect to continue to devote significant resources in the areas of capital expenditures and marketing, sales, and operational expenditures.

We expect to require additional funds to further develop our business plan, including the anticipated launch of additional products in addition to continuing to market our safes and concealed carry product line. Since it is impossible to predict with certainty the timing and amount of funds required to establish profitability, we anticipate that we will need to raise additional funds through equity or debt ~~financing. Our independent registered public accounting firm has included an explanatory paragraph~~offerings or otherwise in ~~their report emphasizing the uncertainty of our ability to remain as a going concern.~~

~~Our plan to continue as a going concern is to reach the point where we begin generating sufficient revenues from our intelligence management product(s) or services~~order to meet our ~~obligations~~expected future liquidity requirements. Any such financing that we undertake will likely be dilutive to existing stockholders.

In addition, we expect to also need additional funds to respond to business opportunities and challenges, including our ongoing operating expenses, protecting our intellectual property, developing or acquiring new lines of business and enhancing our operating infrastructure. While we may need to seek additional funding for such purposes, we may not be able to obtain financing on ~~a timely basis. The Company has not yet acquired~~acceptable terms, or ~~internally fully developed any services.~~at all. In addition, the terms of our financings may be dilutive to, or otherwise adversely affect, holders of our Common Stock. We may also seek additional funds through arrangements with collaborators or other third parties. We may not be able to ~~acquire or internally develop~~negotiate any services in the future because of a lack of available funds or financing to do so. In order for us to develop or acquire any services, we must be able to secure the necessary financing, beyond just the proceeds of this Offering. In the early stages of our operations, we will continue to keep costs to a minimum. The cost to develop our business plan as currently outlined will be in excess of $100,000. We have no established current sources of funds to undertake the business plan as outlined. Until we obtain funding,such arrangements on acceptable terms, if ever, we will keep our operating costs as low as possible with our founder, and CEO providing substantially all of the work on his own without any cash compensation. This methodology would result in our development stage extending for at ~~least two to three years.~~all. If we are unable to obtain ~~adequate~~additional funding on a timely basis, we may be required to curtail or ~~financing, the Company faces the ultimate likelihood of business failure. There are no assurances that we will be able to raise any funds~~terminate some or ~~establish any financing program for the Company’s growth.~~

There is no way of accurately predicting when product development will progress to the point of generating any revenue. The timing of development is a function of having sufficient working capital. There is no way of knowing when or if we will be able to raise the funds necessary. If we do, services could be ready within three to six months following when the necessary funds have been secured. If we do not raise sufficient financing, revenue producing activities of any kind will most likely not commence for at least 18 months, if ever.

We are building a company that provides cubicle and office wall covering solutions. We are developing a proprietary website system (design portal) that provides customization of an extensive library of art and stock photography. Our design portal will enable consumers to create custom wall coverings that create an atmosphere that transcends the normal cubicle environment. The user will have access to diverse categories of art and they will be able to input their own cubicle dimension and layout, oriented the art to view points with precise fit to their cubicle walls.

Our intended design portal, ecommerce system and drop ship services outline a three-step method for providing users with what we believe to be a comprehensive approach to office and cubicle design. We believe this approach will provide an experience in office design that will become the new way to empower cube jockeys with a sense of satisfaction from their work space, valued by both employees and management. We believe this acceptance in office work space will provide rapid growth and popularity. We will create a system that easy to use and promotes creativity. This approach will additionally help us in creating long-lasting return customer relationships.

Our business operations will be comprised of two segments: a) design portal for internet users; and b) integration services for the office furnishings market. We are developing the design portal, middleware and back-office framework with the assistance of an established software development firm. The software development firm with which the Company has been working with is utilized on an as “needed basis”.

~~We developed the initial design portal framework and coding through both internal and outside sources. We have not yet formalized relationships with manufacturers~~all of our product drop ship partners or resellers that we intend to use. The Company intends to seek the help of outside sales representatives and marketing consultants to develop a professional sales and marketing strategy to capitalize on these technologies. We intend to pursue this strategy with further financing and hire an in-house web design and support group.lines.

The Company continues to work on the development of its design portal through the management and skills of its founder and CEO, as well as through a web development firm which has been working with us on an as needed basis and as our budget allows.Financing Arrangements

~~To date no commercial website or services have been developed through these efforts.~~Promissory Note

~~The Company believes our customer will come primarily from social media advertising, word of mouth and specific technology conferences and conventions.~~

~~Our plan to continue as a going concern is to reach the point where we begin generating sufficient revenues from our web based business(s) or services to meet our obligations on a timely basis.~~ The Company has ~~not yet acquired or internally fully developed any services. We may not be able to acquire or internally develop any services~~one outstanding Promissory Note dated July 1, 2021, in the ~~future because~~amount of ~~a lack~~$600,000 that matures on June 30, 2022. Interest on the note is 12% annually, paid quarterly.

Lines of available funds or financing to do so. In order for us to develop or acquire any services, we must be able to secure the necessary financing, beyond just the proceeds of this offering. In the early stages of our operations, we will continue to keep costs to a minimum. The cost to develop our business plan as currently outlined will be in excess of $100,000. We have no established current sources of funds to undertake the business plan as outlined. Until we obtain funding, if ever, we will keep our operating costs as low as possible with our founder, and CEO providing substantially all of the work on his own without any cash compensation. This methodology would result in our development stage extending for at least two to three years.Credit

We believe that our web based division (once developed, if at all) may begin to generate revenues earlier than the corporate direct sales (once developed, if at all). If we are unable to obtain adequate funding or financing,On December 20, 2018, the Company ~~faces the ultimate likelihood of business failure. There are no assurances that we will be able to raise any funds or establish any financing program for the Company’s growth.~~

Privacy-challenged office workers may find it hard to believe, but open-plan offices and cubicles were invented by architects and designers trying to make the wok space world a better place—who thought that to break down the social walls that divide people, you had to break down the real walls, as well. Early 20th century modernist architects such as Frank Lloyd Wright saw walls and rooms as downright fascist in their presentation. The spaciousness and flexibility of an open plan, they thought, would liberate homeowners and office dwellers from the confines of their boxes. Businesses took up the idea less out of a democratic ideology than a desire to pack in as many workers as they could. The typical open-plan office during the first half of the 20th century contained long rows of desks occupied by office clerks in a white-collar assembly line.

Cubicles were interior designers’ attempt to bring some soul back in to the office space. In the 50s a German design firm broke up the rows of desks (assembly line) into organic groupings with partitions for privacy—what it called the Bürolandschaft, or “office landscape”. In 1964 famous furniture design company Herman Miller introduced the Action Office system. This offered such improvements as greater surfaces and multiple desk heights. In 1968 Herman Miller began to sell its system in modular components, with the unfortunate consequence of businesses cherry-picking the space-saving aspects of these designs, leaving out the humanizing touch. Herman Miller designer Robert Propst was tasked to "find problems outside the furniture industry and conceive solutions for them". Probst’s nickname the "Father of the Cubicle" is a misnomer. When Probst designed the Action Office system, "cubicle farms" or the very notion of it were not his intent. His own research into developing the ‘action office’ philosophically was contrary to the actual cubicle in many ways. The Action Office system was designed to promote productivity, privacy, and health at the expense of inefficient use of space. Cubicles are now typically designed to maximize the efficient use of space.

The efficient "cubicle" became popular in office design. Mostly because of the movable wall in the Action Office II system. This saved money in construction and development costs. After their introduction into the marketplace, the Action Office II and other office furniture systems were modified to pack in as many employees as possible into an office space. This progression was contrary to Probst’s vision. Probst stated that "The cubiclizing of people in the modern corporation is monolithic insanity”. During this era businesses began to shift their employees, not only clerks, but all into open-plan offices which maximized space. Today, companies are reverting to pre-cubicle rows of desks, now called “pods” to make them sound vaguely futuristic, which will still need our individualist wrap-around wall coverings.

Although open plans foster ambient awareness and teamwork, an article published in a major Asian health journal found that open plans cause conflict, high blood pressure and increased staff turnover. The next wave of idealistic office furniture planning will be rather more successful in achieving aesthetically pleasing and healthy alternatives for cube jockeys who spend 8-10 hours per day ‘living’ in.

Based on industry reports, online sales of graphic wall coverings (of which cubicle work spaces are a large part of) in the United States may surpass $10 million per annum. Over the next five years this represents more than $50 million in sales; a significant increase to current spending of wall covering graphics and other by-products.

Direct sales we believe has historically served corporate industrial design and growth is hard to predict, year over year. We believe the confluence of a need for large non-permanent graphic art in combination with the recent advances of printing, printing substrates, adhesives and online customization present an opportunity for us to position our business in introducing product and services.

Office space planning and design are vital components to achieving optimal office space plans. To achieve desired goals, most planners work with professionals that are both knowledgeable in the art and science of Computer Aided Design (CAD). These skills are an invaluable asset and an effective tool. Office space planning consultants with whom we plan to work with should be able to assist us in need and planning of our products to be integrated in successful office space projects which we will make available to them. This relationship building with office planning and design professionals should be helpful in suggesting our products and services for aesthetically pleasing cubicle design coverings.

~~We believe the following will assist us in exploiting the expected growth in custom designed wrap-around cubicle and wall covering market:~~

~~(1)Scalability. We believe our design portal and services will become scalable, a solution designed to serve the underserved, fragmented office cubicle design market.~~

~~(2)“Sticky” Consumer Relationships. Our business model will provide a solution that is designed to act as a competitive barrier and keep the user engaged with our design portal.~~

~~(3)Expertise in Aesthetics. Our founder has extensive experience art and aesthetics which comes from his vast experience in the game development industry. We will seek to capitalize on that expertise.~~

~~(4)Speed to Implementation. We believe that a~~~~fully-developed~~ ~~design portal and vertical distribution system will provide immediate insight into the usage (and behavior) of our customers’ assets.~~

~~Core Products. We plan to enhance our core products through user interface and functionality with our design portal as well as progressive and relevant new features and offerings as soon as reasonably practicable.~~

~~Focus~~. We intend to organically grow market penetration by: (a) securing contracts with office designers in various markets, (b) exploiting social networks, (c) leveraging development opportunities, and (d) adding solutions to professionals in the market.

~~Strategic Alliances. We plan to team with other businesses that have complementary features to our products, when fully developed, thereby reducing our development cost and introducing us to consumers and end-users.~~

~~International Expansion. We intend to expand internationally through partnerships and alliances.~~

~~Our objective is to become a provider of cubicle panel and non-permanent wall coverings. We are perusing the following strategies to achieve this object:~~

~~Initiating website development and ecommerce function, identifying service offerings, promoting, and advertising through social media campaigns.~~

~~Create a national media presence through social media – We will seek to create and enhance a national awareness and aggressively market our products through social media outlets.~~

~~Identify and develop strategic relations with our Drop Ship partners – utilize partners, high volume distribution facility to create highly efficient low cost production model.~~

Aesthetically pleasing cubicle environments we believe contribute to an employee’s overall productivity and sense of well-being. Cubicle environments can convey a sense of mission reinforcing a business culture that an employer worked hard to develop. CubeScape will provide a comprehensive selection of coverings that can be themed oriented or business branded enhancing that culture and productivity. Every cubicle may not have a spectacular window view, but with CubeScape’s product offerings we can provide a view to vistas for the occupant.

~~CubeScape products we believe will transform any neutral cubicle space~~entered into a truly inspirational branded for all to enjoy, not just the occupants. Clients and contractors visiting offices decked out in CubeScape products will instantly recognize your business mission. Depictions$25,000 unsecured Loan with an interest rate of ~~communities you serve are displayed in~~8.98% offered by American Express. The Business Loan has an outstanding balance of $7,431 as of December 31, 2021. The Company makes a variety of graphic form. Printed wall murals, large photographic panels, along with artistic window graphics reinforce what your business is all about. Prompt questions immediately by illustrating your business mission and vision through our product offering. We will assist you in branding your organization with in a cohesive and aesthetically pleasing CubeScape product.

This prospectus includes very limited market and industry data and forecasts that we obtained from internal research, publicly available information and industry publications and surveys. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section entitled “Risk Factors”.

~~The following timeline outlines the steps that we intend to take. Each step outlines the metrics or performance that we must accomplish in order to move forward with our business plan.~~

~~Website development: Work with established webhosting businesses and web developer to stand up Cubescape.biz website. Test EDI functionality to drop ship partners and financial institutions.~~

~~Ecommerce: Finalize strategic relations with ecommerce provide to integrate back office functionality between website selected ecommerce system servers.~~

Drop ship partners: Establish ordering system between website and drop ship partners. Verify system functionality with ecommerce solution providers. Test entire order process through to shipment verification.

~~Direct Sales: Develop direct sales strategy with consultants. Work with consultants to identify and approach manufacturers and corporate design specialist.~~

As mentioned above, our steps are predicated upon the Company obtaining financing either through additional equity or debt beyond our Offering. If we are not able to obtain the financing as determined by the above steps, we will not be able to meet or achieve any of the time-line objectives. If we complete 75%, 50%, 25% or even 10% of our additional financing objectives, we will not be able to pursue any of our action steps. In that case the Company will be forced to proceed on a piecemeal basis using the services of our founder, and CEO and the very limited use of outside contractors when and if limited funds are obtained. Our founder and CEO currently devotes in excess of 20 hours a week to our continued business efforts. There is no realistic way to predict the timing or completion in that scenario.

~~Without additional financing to this Offering proceeds we will not be able to pursue our business plan or its time-line objectives, and the Company may fail entirely.~~

It is our plan to seek additional financing from either equity financing or through debt instruments. These efforts will most likely occur after this Offering is complete and the aggregate proceeds have been received. Company’s management has, through relationships and partnerships, begun the necessary work on some of our intended products. Our founder and CEO has primarily provided these services through the date of this prospectus. Our business plan requires further completion of these tasks which require the hiring of employees and/or outside contractors. With the level of sophistication and expertise of our founder and CEO, as well as other various professionals that he knows, the Company should make progress in its development planned product, but currently no specific timeframe can be provided. Most if not all of these actions will be predicated$399 monthly payment on the Company obtaining the necessary financing to accomplish these steps. If financing is not available on terms reasonable to the Company and its shareholders, then the progression steps of this business plan will not occur as planned and may never occur.Business Loan.

We currently have no sources of financing and no commitments for financing. There are no assurances that we will obtain sufficient financing or the necessary resources to enter into contractual agreements with outside developers or sales or marketing firms. We currently do not have any cash or other resources to commence the use of outside service providers. If we do not receive any funding or financing, our business is likely to be maintained with limited operations for at least the next 12 months because our founder and CEO, will continue to provide his services without consideration. We have no formal agreement in place with our founder and CEO covering his services, our founder’s and CEO’s plan will be to do all of the administrative and planning work as well as programming and marketing work on his own without consideration while he continues to seek other sources of funding for the Company.

As a corporate policy, we will not incur any cash obligations that we cannot satisfy with known resources, of which there are currently none except as described in “Liquidity” below or elsewhere in this prospectus. We believe that the perception that many people have of a public company make it more likely that they will accept restricted securities from a public company as consideration for indebtedness to them than they would from a private company. We have not performed any studies of this matter. Our conclusion is based on our own observations. However, there can be no assurances that we will be successful in any of those efforts even if we become a public entity. Additionally, the issuance of restricted shares will dilute the percentage of ownership interest of our stockholders.

~~Results of Operations for the period December 15, 2014 (inception) through December 31, 2014~~

Expenses for the period ended December 31, 2014 were $6,610. Officer’s compensation was $6,000 for the period ended December 31, 2014. Organizational costs were $610 for the period ended December 31, 2014.

~~Loss before provision for incomes taxes for the period ended December 31, 2014 was $6,610. We recorded no provision for federal or state income taxes. We have not generated any revenues.~~

Expenses for the six month period ended June 30, 2015 were $36,300. Development costs for our internal-use software was $19,200 for the six month period ended June 30, 2015. Administrative costs and other expense was $11,600 for the six month period ended June 30, 2015, which included rent expense due and owing to our founder, Mr. Estus. Amortization and depreciation expense was $5,500 for the six month period ended June 30, 2015. We amortize and depreciate our intangible and tangible assets over twenty-four (24) months.

~~Loss before provision for incomes taxes for the six month period ended June 30, 2015 was $36,300. We recorded no provision for federal or state income taxes. We have not generated any revenues.~~

We will pay all costs relating to the Offering which are estimated to be $28,000. These expenses will be paid as and when necessary or otherwise accrued. Absent the ability to pay the remaining amounts upon closing of this Offering, we will need to seek out financial assistance from our shareholders or third parties who may agree to loan us the funds to cover the balance of outstanding professional and related fees relating to our prospectus. To the extent that such liabilities cannot be extended or satisfied in other ways we may seek outside financing or loans. If and when loaned, these loans most likely will be evidenced by non-interest-bearing unsecured notes treated as loans until repaid, if and when CSI has the financial ability to do so. No formal written arrangement exists with respect to anyone’s commitment to loan us funds for this purpose.

Since acquiring the business plan, most of our resources and work have been devoted to executing our business plan, limited writing and testing of software code, testing and mock-up of our internet portal and smartphone apps to be used with our intended product, implementing systems and controls, and completing our registration statement. When the registration statement is completed, we will refocus our work on our product and service offerings as well as push the development of our proprietary software for internal use. We believe the development work needed to initiate and complete software development, attract developers, and initiate our marketing plans, including the development of a saleable product, will range between $100,000 and $150,000 if outside contractors and experts are used. If we are able to secure funding to outsource these procedures, of which there can be no assurance, we can commence the launch of our intended product and services to the end user or consumer. If we are only able to use internal resources only (primarily consisting of the services of our founder, and CEO), the process will take much longer and our initial launch may be limited to a much smaller target market. If we are unable to raise any funds, the development costs would have to be provided by our founder and CEO to the extent that he is capable and willing to provide such funds. While we have engaged the services of a software development firm which we use on an as “needed basis” their function and assistance is limited. Our goal would be to have product and our internet portal available, sales channels and a comprehensive website up and running within one year, but there is no way of estimating what the likelihood of achieving that goal would be.

Private capital, if sought, will be solicited from business associates of our founder and CEO or through private investors referred to us by those same business associates. To date, we have not sought any funding source and have not authorized any person or entity to seek out funding on our behalf. If a market for our shares ever develops, of which there can be no assurances, we may use restricted shares of our common stock to compensate employees, consultants and independent contractors whenever possible. We cannot predict the likelihood or source of raising capital or funds that may be needed to complete the development of our product and the stages as outlined above.

We have embarked upon an effort to become a public company and, by doing so, have incurred and will continue to incur additional significant expenses for legal, accounting and related services. Once we become a public entity, subject to the reporting requirements of the Exchange Act of 1934, we will incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses including annual reports and proxy statements, if required. We estimate that these costs will range up to $75,000 per year over the next few years and may be significantly higher if our business volume and transactional activity increases but should be lower during our first year of being public because our overall business volume (and financial transactions) will be lower, and we will not yet be subject to the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 until we exceed $75 million in market capitalization (if ever). These obligations will reduce our ability and resources to expand our business plan and activities. We hope to be able to use our status as a public company to increase our ability to use noncash means of settling outstanding obligations (i.e. issuance of restricted shares of our common stock) and compensate independent contractors who provide professional services to us, although there can be no assurances that we will be successful in any of these efforts. We will also reduce compensation levels paid to management (if we attract or retain outside personnel to perform this function) if there is insufficient cash generated from operations to satisfy these costs.

There are no current plans to seek private investment. We do not have any current plans to raise funds through the sale of securities except as set forth herein. We hope to be able to use our status as a public company to enable us to use non-cash means of settling obligations and compensate persons or firms providing services to us, although there can be no assurances that we will be successful in any of those efforts. We believe that the perception that many people have of a public company make it more likely that they will accept restricted securities from a public company as consideration for indebtedness to them than they would from a private company. We have not performed any studies of this matter. Our conclusion is based on our own beliefs and the advice that we have received from various business professionals. Issuing shares of common stock to such persons instead of paying cash to them may increase our chances to establish and expand our business and business opportunities. Having shares of our common stock may also give persons a greater feeling of identity with us which may result in referrals. However, these actions, if successful, will result in dilution of the ownership interests of existing shareholders, may further dilute common stock book value, and that dilution may be material. Such issuances may also serve to enhance existing management’s ability to maintain control of CSI because the shares may be issued to parties or entities committed to supporting existing management. CSI may offer shares of its common stock to settle a portion of the professional fees incurred in connection with its registration statement. No negotiations have taken place with any professional and no assurances can be made as to the likelihood that any professional will accept shares in settlement of obligations due them.

As of June 30, 2015 we owed approximately $27,800 in connection with software development costs incurred, consulting services and other expenses. We have not entered into any formal agreements, written or oral, with any vendors or other providers for payment of services or expenses. There are no other significant liabilities as of June 30, 2015.

~~As of June 30, 2015 we owed $14,610 in connection with interest-free demand loans from various unrelated parties, and a related party. The proceeds were used for basic working capital purposes.~~

~~The Company evaluated recent accounting pronouncements through June 30, 2015 and believes there are none that have a material effect on the Company’s financial statements except for the following.~~

In June of 2014 the Financial Accounting Standards Board issued Accounting Standards Update ASU 2014-10, “Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation” (“ASU 2014-10”). Amendments in ASU 2014-10 remove the definition of a development stage entity from the master glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The Company has adopted the provisions of ASU 2014-10 for the period ending June 30, 2015. The adoption of ASU 2014-10 did not have a significant impact on our results of operations, financial condition or cash flow.

In August, 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entities Ability to continue as a Going Concern. The standard is intended to define management's responsibility to decide whether there is substantial doubt about an organization's ability to continue as a going concern and to provide related footnote disclosures. The standard requires management to decide whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued. The standard provides guidance to an organization's management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations in the footnotes. The standard becomes effective for the annual period ending after December 15, 2016, with early application permitted. The adoption of this pronouncement is not expected to have a material impact on our financial statements. Management's evaluations regarding the events and conditions that raise substantial doubt regarding the Company's ability to continue as a going concern have been disclosed in Note 2 below.

~~Amendments clarifying guidance in Topic 205, Risks and Uncertainties, are applicable to entities that have not commenced planned principal operations, which we have commenced recently.~~

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on our present or future financial statements.

The preparation of financial statements and related footnotes requires us to make judgments, estimates, and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.

An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements.

Financial Reporting Release No. 60 requires all companies to include a discussion of critical accounting policies or methods used in the preparation of financial statements. There are no critical policies or decisions that rely on judgments that are based on assumptions about matters that are highly uncertain at the time the estimate is made. Note ~~1to~~1 to the financial statements, included elsewhere in this ~~prospectus,~~report, includes a summary of the significant accounting policies and methods used in the preparation of our financial statements.

We have no off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K, obligations under any guarantee contracts or contingent obligations. We also have no other commitments, other than the costs of being a public company that will increase our operating costs or cash requirements in the future.

~~We were incorporated under the laws of the State of Nevada on December 15, 2014, at which time we acquired a business plan, various pieces of information technology, furniture~~Critical Accounting Policies

Our discussion and other office equipment, as well as industry resource materials and business relationships from our founder and CEO. As of August 4, 2015, we had one employee, our founder and CEO, Mr. Estus. For fiscal year 2015, Mr. Estus will devote at least 20 hours a week to us but may increase the number of hours as necessary.

The Company issued 6,000,000 shares of its common stock to Mr. Estus at inception in exchange for organizational services incurred upon incorporation. Following our formation, we issued an additional 3,000,000 shares of our common stock to Mr. Estus, in exchange for a business plan, office furniture, design equipment, computing equipment along with other related industry materials that he developed over a period exceeding 10 years. See also “Certain Relationships and Related Transactions”.

As a senior video game artist with Sony PlayStation of America, Mr. Estus was the third employee to be hired by the newly developed PlayStation division in Rancho Bernardo, California (located outside of San Diego). Mr. Estus experienced a significant amount of rudimentary development at Sony in his career there. Computer graphics in the 80s and early 90s were primarily two-dimensional (2D) with low resolution. Early in 1992 with the debut of the PlayStation system, this format changed forever.

The first platform developed with which Mr. Estus participated in was to support three-dimensional (3D) graphics with a higher pixel resolution. This became a completely new approach to video game graphics. The PlayStation moved game graphics from 2D, flat graphics, to 3D polygonal models and environment. While 3D had its inherent problems, unlike 2D graphics, 3D graphics allowed the user to move closer to the camera plane, feeling immersed. This requires the video game artist to control ‘texel density’, a major concern in the video game industry which caused pixilation of texture maps as they approached the foreground (texel density is the process by which the graphic artist ensures that meshes and textures are proper in height, width and depth for that ‘virtual experience’). Never before had the industry needed to consider texture maps in coming as close as they had to the viewing plane and of course pixilated. Mr. Estus through his role with Sony was on the cutting edge of game development and the new frontier which Sony and its PlayStation system invoked.

Another progressive development Mr. Estus was involved in was integrating movies (commercial media) into video games. Frame rate, resolution were all significant considerations, a balance needed to be struck to achieve the highest resolution possible while maintaining significant high frame rates within the game. Mr. Estus first visualized the idea of continuous wrap-around 3D posters for cubicles and various other wall spaces was while he was at Sony. Mr. Estus’ professional experience has provided him with keen insight to resolution and focal points, such as those needed for successful game products. Through experimentation and multiple manufacturing trial and error, Mr. Estus established the importance of focal point in the product. Focal point is the part of a photograph or digital image that is 100% in focus, whereas, less important elements are not focused. The focal point draws the viewer (or user) into specific viewing area (targets) in the pixilated space. Mr. Estus believes that anyone can take a picture, print it, and slap it on a cubicle wall panel, however that is not what CubeScape is all about. CubeScape will allow the user to actively choose a location within the pixilated space, drawing the viewer in, creating a cozy and comfortable place for the mind to achieve its desired result.

This we believe is a vital aspect of what will be the CubeScape experience. Mr. Estus will maximize his professional expertise in graphics and the gaming industry providing a supported background for CubeScape product offerings to transform the cube sphere. Mr. Estus believes the cubicle environment is stale, non-progressive and demotivating to the user of the cubicle (the cube jockey).

We are a development stage company and have no specific financial resources. We have not established or attempted to establish a source of equity or debt financing. Our independent registered public accounting firm has included an explanatory paragraph in their report emphasizing the uncertainty of our ability to remain a going concern. We are in the early stages of executing our business plan. We still have a significant amount of work that needs to be completed and funds that need to be raised in order to compete within this sophisticated marketplace. To date, we have not developed any finished products or services and cannot predict when a finished product or services will be developed or externally acquired. We believe that we have an advantage with our founder, and CEO and his industry relationships and the solicitation of their help with growing our business model.

As of June 30, 2015, we had limited assets which consisted of; prepaid expense of $1,000, tangible assets valued at $3,700, net of depreciation expense of $848 and intangible assets relating to our business plan valued at $20,300, net of amortization expense of $4,652 and deferred offering costs of $10,000. In order to fund the development of our business and our working capital needs for the next 12 months, we intend to attempt to secure funding from the sale of common stock, from stockholder or non-related party loans, or from funding provided by strategic joint ventures or partners. Furthermore in order to be able to implement the foregoing plan of operations, we anticipate that we will need to secure financing between $100,000 and $150,000 during the first quarter of calendar year 2016 if we are able to complete this Offering. If we are unsuccessful in raising additional financing, we will not be able to proceed with execution of our business plan.

Based on the exact nature of our business and expected level of competition, we anticipate incurring operating losses into the foreseeable future. Because we currently do not have a fully developed and completed website system (design portal) for our wrap-around products for cubicles and other walls, and our resources are severely limited, we cannot predict if and when we will generate revenues or whether we will become a viable and sustainable business operations. Accordingly, due to our lack of assets, significant operations and for the foreseeable future the ability to generate revenues, our auditors have stated in their opinion that there currently exists substantial doubt about our ability to continue as a going concern.

There is no way of accurately predicting when product development will progress to the point of generating any revenue. The timing of business development is a function of having sufficient working capital. There is no way of knowing when or if we will be able to raise the necessary funds. If we do, fully developed product offerings could be ready within three to six months following when the necessary funds have been secured. If we do not raise sufficient financing, revenue producing activities of any kind will most likely not commence until at least 18 months, if ever.

We are building a company that provides cubicle and office wall covering solutions. We are developing a proprietary website system (design portal) that provides customization using our extensive library of art and stock photography. Our design portal will enable the consumer to create custom wall coverings that create an atmosphere that transcends the normal cubicle environment. Users will have access to diverse and ever increasing categories of art, photography, and other graphic materials which they will be able utilize through the input of their cubicle dimension and layout, orient the art with a precise fit to their cubicle walls and/or office work space.

Our intended design portal, ecommerce system and drop ship services outline a three-step method for providing users with what we believe to be a comprehensive approach to office and cubicle design. We believe this approach will provide an experience in office design that will become the new way to empower cube jockeys with a sense of satisfaction from their work space, and will be valued by both employee and management. We believe this acceptance in office work space will provide rapid growth and popularity. We will create a system that easy to use and promotes creativity. This approach will additionally help us in creating long-lasting return customer relationships.

Our business operations will be comprised of two segments: a) design portal for internet users; and b) integration services for the office furnishings market. The design portal, middleware and back-office framework were developed with the assistance of an established software development firm. The Company developed its initial design of the design portal and web-management software through the efforts of its founder and CEO, and the software development firm with which the Company has been working with on an as “needed basis”.

The design portal development has been through the direct assistance of a software development firm (since early 2011) and the efforts of our founder, Mr. Estus. We developed an initial framework and design. The Company intends to seek the assistance of outside sales and marketing consultants to develop a professional sales and marketing strategy to capitalize on our product designs. We will seek to staff a management team (besides Mr. Estus) with the technical skills necessary in technology, software writing and a strong emphasis on graphics design and artwork. We intend to with further financing create and staff an in-house web development group, which we believe will develop new generations of the design portal and services of a similar nature to our business development in gaming software cubicle and office wall covering solutions.

The Company continues to work on the development of its design portal through the management and skills of its founder, and CEO, as well as through a web development firm which has been working with us on an as needed basis and as our budget allows. To date no commercial website or services has been developed through these efforts. The Company believes initially our customers will come primarily from social media advertising, word of mouth and specific technology shows and conventions.

Our plan to continue as a going concern is to reach the point where we begin generating sufficient revenues from our web based business or services to meet our obligations on a timely basis. The Company has not yet acquired or internally fully developed any services. We may not be able to acquire or internally develop any services in the future because of a lack of available funds or financing to do so. In order for us to develop or acquire any services, we must be able to secure the necessary financing, beyond just the proceeds of this Offering. In the early stages of our operations, we will continue to keep costs to a minimum. The cost to develop our business plan as currently outlined will be in excess of $100,000. We have no established current sources of funds to undertake the business plan as outlined. Until we obtain funding, if ever, we will keep our operating costs as low as possible with our founder and CEO providing substantially all of the work on his own without any cash compensation. This methodology would result in our development stage extending for at least two to three years.

We believe that our web based division (once developed, if at all) may begin to generate revenues earlier than the corporate direct sales (once developed, if at all). If we are unable to obtain adequate funding or financing, the Company faces the ultimate likelihood of business failure. There are no assurances that we will be able to raise any funds or establish any financing program for the Company’s growth.

Cubicles were interior designers’ attempt to bring some soul back in to the office space. In the 50s a German design firm broke up the rows of desks (assembly line) into organic groupings with partitions for privacy—what it called the Bürolandschaft, or “office landscape”. In 1964 famous furniture design company Herman Miller introduced the Action Office system. This offered such improvements as greater surfaces and multiple desk heights. In 1968 Herman Miller began to sell its system in modular components, with the unfortunate consequence of businesses cherry-picking the space-saving aspects of these designs, leaving out the humanizing touch. Herman Miller designer Robert Probst was tasked to "find problems outside the furniture industry and conceive solutions for them". Propst’s nickname the "Father of the Cubicle" is a misnomer. When Propst designed the Action Office system, "cubicle farms" or the very notion of it were not his intent. His own research into developing the ‘action office’ philosophically was contrary to the actual cubicle in many ways. The Action Office system was designed to promote productivity, privacy, and health at the expense of inefficient use of space. Cubicles are now typically designed to maximize the efficient use of space.

~~We believe the following will assist us in exploiting the expected growth in custom designed wrap-around cubicle and wall covering market:~~

~~Scalability. We believe our design portal and services will become scalable, a solution designed to serve the underserved, fragmented office cubicle design market.~~

~~“Sticky” Consumer Relationships. Our business model will provide a solution that is designed to act as a competitive barrier and keep the user engaged with our design portal.~~

~~Expertise in Aesthetics. Our founder has extensive experience art and aesthetics which comes from his vast experience in the game development industry. We will seek to capitalize on that expertise.~~

~~Speed to Implementation. We believe that a~~~~fully-developed~~ ~~design portal and vertical distribution system will provide immediate insight into the usage (and behavior) of our customers’ assets.~~

~~International Expansion. We intend to expand internationally through partnerships and alliances.~~

~~Our objective is to become a provider of cubicle panel and non-permanent wall coverings. We are pursuing the following strategies to achieve this object:~~

~~Initiating website development and ecommerce function, identifying service offerings, promoting, and advertising through social media campaigns.~~

~~Create a national media presence through social media – We will seek to create and enhance a national awareness and aggressively market our products through social media outlets.~~

~~Identify and develop strategic relations with our Drop Ship partners – utilize partners, high volume distribution facility to create highly efficient low cost production model.~~

CubeScape products we believe will transform any neutral cubicle space into a truly inspirational branded for all to enjoy, not just the occupants. Clients and contractors visiting offices decked out in CubeScape products will instantly recognize your business mission. Depictions of communities you serve are displayed in a variety of graphic form. Printed wall murals, large photographic panels, along with artistic window graphics reinforce what your business is all about. Prompt questions immediately by illustrating your business mission and vision through our product offering. We will assist you in branding your organization with in a cohesive and aesthetically pleasing CubeScape product.

~~The following timeline outlines the steps that we intend to take. Each step outlines the metrics or performance that we must accomplish in order to move forward with our business plan.~~

~~Website development: Work with established webhosting businesses and web developer to stand up Cubescape.biz website. Test EDI functionality to drop ship partners and financial institutions.~~

~~Ecommerce: Finalize strategic relations with ecommerce provide to integrate back office functionality between website selected ecommerce system servers.~~

~~Direct Sales: Develop direct sales strategy with consultants. Work with consultants to identify and approach manufacturers and corporate design specialist.~~

As mentioned above, our steps are predicated upon the Company obtaining financing either through additional equity or debt beyond this Offering. If we are not able to obtain the financing as determined by the above steps, we will not be able to meet or achieve any of the time-line objectives. If we complete 75%, 50%, 25% or even 10% of our additional financing objectives, we will not be able to pursue any of our action steps. In that case, the Company will be forced to proceed on a piecemeal basis using the services of our founder, and CEO and the very limited use of outside contractors when and if limited funds are obtained. Our founder and CEO currently devotes in excess of 20 hours a week to our continued business efforts. There is no realistic way to predict the timing or completion in that scenario.

~~Without additional financing to this Offering proceeds we will not be able to pursue our business plan or its time-line objectives, and the Company may fail entirely.~~

It is our plan to seek additional financing from either equity financing or through debt instruments. These efforts will most likely occur after this Offering is complete and the aggregate proceeds have been received. Our management has, through relationships and partnerships, begun the necessary work on some of our intended products. Our founder and CEO has primarily provided these services through the date of this prospectus. Our business plan requires further completion of these tasks which require the hiring of employees and/or outside contractors. With the level of sophistication and expertise of our founder and CEO, as well as other various professionals that he knows, the Company should make progress in its development planned product, but currently no specific timeframe can be provided. Most if not all of these actions will be predicated on the Company obtaining the necessary financing to accomplish these steps. If financing is not available on terms reasonable to the Company and its shareholders, then the progression steps of this business plan will not occur as planned and may never occur.

We currently have no sources of financing and no commitments for financing. There are no assurances that we will obtain sufficient financing or the necessary resources to enter into contractual agreements with outside developers or sales/marketing firms. We currently do not have any cash or other resources to commence the use of outside service providers. If we do not receive any funding or financing, our business is likely to be maintained with limited operations for at least the next 12 months because our founder and CEO will continue to provide his services without consideration. We have no formal agreement in place with our founder and CEO covering his services, our founder’s and CEO’s plan will be to do all of the administrative and planning work as well as programming and marketing work on his own without consideration while he continues to seek other sources of funding for the Company.

We have no patents or trademarks, except for the following: On April 17, 2007, Mr. Estus, our founder applied for the standard trademark ‘CUBESCAPES’ which was given the following serial number by the USPTO #78/830910. The trademark is for the following use and application according to the USPTO - Continuous Wrap-Around Banner Art Posters Made of Paper for Office Space Cubicles.

There are an increasing number of laws and regulations in the United States and abroad pertaining to communications and commerce on the Internet. In addition, a number of legislative and regulatory proposals are under consideration by federal, state, local and foreign governments. Laws or regulations may be adopted with respect to the Internet relating to liability for information retrieved from or transmitted over the Internet, user privacy, taxation and the quality of services and services. Moreover, the application to the Internet of existing laws governing issues such as intellectual property ownership and infringement, pornography, obscenity, libel, gaming, employment and personal privacy is uncertain and developing. Any such legislation or regulation, or the application or interpretation of existing laws, may decrease the growth in the use of the Internet in general, prevent us from delivering our content in different parts of the world and increase our costs of selling services or otherwise operating our business.

Furthermore, legislation regulating online content could limit the growth in use of the Internet generally and decrease the overwhelming acceptance of the Internet as an advertising and e-commerce medium.

Websites typically place identifying data, or cookies, on a user's hard drive without the user's knowledge or consent. Many Internet companies use cookies for a variety of different reasons, including the collection of data derived from the user's Internet activity. Any reduction or limitation in the use of cookies could limit the effectiveness of our sales and marketing efforts utilizing these Internet based companies. Most currently available Web browsers allow users to remove cookies at any time or to prevent cookies from being stored on their hard drive.

Some privacy advocates and governmental bodies have suggested limiting or eliminating the use of cookies. In addition, the European Union (the “EU”) and many countries within have adopted privacy directives or laws that strictly regulate the collection and use of information regarding Internet users that is identifiable to particular individuals. Privacy legislation has been proposed in the United States as well, and the Federal Trade Commission has taken action against website operators that do not comply with state privacy policies. These and other governmental efforts may limit our ability to target advertising or collect and use information regarding the use of our websites. Fears relating to a lack of privacy could also result in a reduction in the number of users or customers which could harm our business and financial results.

As of August 4, 2015, we had one employee, our founder and CEO, Mr. Estus. During calendar year ending December 31, 2015 (dependent on our financing and available working capital), Mr. Estus will devote at least 20 hours a week to us and may increase the number of hours as necessary. Mr. Estus is allowed to devote this time to our Company as he is not limited or restricted from being involved with us by his other business operations. Mr. Estus currently has no agreement with the Company which provides for payment of his services. We may be limited in seeking the employment of others to assist in future operations. Our founder and CEO’s current plan is to provide all administrative and planning work as well as perform the coding for software and marketing efforts on his own without any cash compensation while he seeks other sources of funding for the Company and its business plan.

Mr. Estus has been compensated through the form of common stock in the Company, and will forego any payments for his services. It is his belief that these actions are in the best interest of the Company and its prospective investors who may invest in this Offering. We may in the future use other independent contractors and consultants to assist in many aspects of our business on an “as needed” or per project basis pending adequate financial resources being available or their ability to defer payment for their services.

Our office and mailing address is 1854 Oxford Avenue, Cardiff-by-the-Sea, California 92007.This space is currently used by us and another business that Mr. Estus operates from this location. The property from which we conduct our operations is owned by Mr. Estus. Mr. Estus charges us $500 per month and pays for all the utilities and maintenance costs required by the facility. There is no written lease agreement and we are on a month-month rental with Mr. Estus.

~~We are not party to any pending, or to our knowledge, threatened litigation of any type.~~

The following table and text sets forth the names and ages of all our directors and executive officers and key management personnel as of August 4, 2015. Our directors serve until the next annual meeting of stockholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal. Executive officers serve at the discretion of the Board of Directors, and are elected or appointed to serve until the next Board of Directors meeting which may follow the annual meeting of stockholders. Provided is a brief description of the business experience of each director and executive officer and key management personnel during the past five years and indication of directorships held by (if any) of each director in other companies subject to the reporting requirements under the Federal securities Acts.

Mr. Estus is currently the Company’s sole officer and director in the respective capacities of CEO, CFO and Chairman of the Company’s Board of Directors. He has held this position since December 15, 2014. He is responsible for all duties required of a corporate officer and the development of the business. From May 2005 through the present, Mr. Estus has served as an executive 3D Artist Designer for Monte Roca Game Design Company. Monte Roca Game Design Company is an interactive game company that works closely with game designers in the game market providing creative design expertise along with advanced solutions to game projects. This includes art design concept, 3D environments, character design modelling animation, cutting edge designs which particle effects, dynamic lighting and actor based motion capture animation; all enhancing video game experience. From 1992 to 2005, Mr. Estus served as Senior Art Director with 989 Studios a division of Sony Corporation, which grew to become one of North America’s largest developers of video games. Mr. Estus’ most successful product was the 989 Major League Baseball video game series. The Company believes that Mr. Estus’ experience in the video game industry makes him a valuable member of the Company’s Board of Directors and management team.

~~The OTCBB on which we plan to have our shares of common stock quoted does not currently have any director independence requirements.~~

No member of management will be required by us to work on a full-time basis. Accordingly, certain conflicts of interest may arise between us and our officer(s) and director(s) in that they may have other business interests in the future to which they devote their attention, and they may be expected to continue to do so although management time must also be devoted to our business. As a result, conflicts of interest may arise that can be resolved only through their exercise of such judgment as is consistent with each officer's understanding of his/her fiduciary duties to us.

Currently we have only one officer and one director (both of whom are the same person), and will seek to add additional officer(s) and/or director(s) as and when the proper personnel are identified and terms of employment are mutually negotiated and agreed, particularly when we have sufficient capital resources and cash flow to make such offers.

In an effort to resolve potential conflicts of interest, we entered into a written agreement with Mr. Estus specifying that any business opportunities that he may become aware of independently or directly through his association with us (as opposed to disclosure to him of such business opportunities by management or consultants associated with other entities) would be presented by him solely to us.

~~We cannot provide assurance that our efforts to eliminate the potential impact of conflicts of interest will be effective.~~

Upon our incorporation in December 2014, we adopted a written code of ethics applicable to our Board of Directors, officers and employees in accordance with applicable securities laws. Our Board of Directors shall oversee compliance with the code of ethics as it relates to the Company through an officer designated by the Board of Directors. Employees are required to report known and suspected breaches of our code of ethics to an appropriate supervisor, or in the case of officers and directors, to a senior officer designated by our Board of Directors. Our code of ethics is designed to deter wrongdoing and to promote:

~~full, fair, accurate, timely and understandable disclosure in reports and documents that we will file with securities regulators and in our other public communications;~~

~~compliance with applicable laws, rules and regulations, including insider trading compliance; and~~

~~accountability for adherence to the code and prompt internal reporting of violations of the code, including illegal or unethical behavior regarding accounting or auditing practices.~~

~~A copy of our Code of Business Conduct and Ethics has been filed with the Securities and Exchange Commission as Exhibit 14.1 to our Registration Statement of which this prospectus is a part.~~

Directors (currently just one) will hold office until the completion of their term of office, which is not longer than one year, or until their successors have been elected. Our current directors’ term of office expires on December 31, 2015. All officers are appointed annually by the Board of Directors subject to existing employment agreements and serve at the discretion of the board. Currently, our director receive no compensation for his role as a director as he receives compensation for his role as an officer.

~~As long as we have no additional directors besides our founder, president, chief executive officer, and Chairman, all votes on issues are resolved in favor of the Chairman’s vote.~~

~~Except as described below, during the past ten years, no present director, executive officer or person nominated to become a director or an executive officer of CSI:~~

had a petition under the federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

~~was convicted in a criminal proceeding or subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);~~

was subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining his from or otherwise limiting his involvement in any of the following activities:

acting as a futures commission merchant, introducing broker, commodity trading advisor commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

~~engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws; or~~

was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of an federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (3) (i), above, or to be associated with persons engaged in any such activity; or

found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and for which the judgment has not been reversed, suspended or vacated.

Concurrent with having sufficient members and resources, the CSI Board of Directors will establish an audit committee and a compensation committee. We believe that we will need a minimum of five directors to have effective committee systems. The audit committee will review the results and scope of the audit and other services provided by the independent auditors and review and evaluate the system of internal controls. The compensation committee will manage any stock option plan we may establish and review and recommend compensation arrangements for the officers. No final determination has yet been made as to the memberships of these committees or when we will have sufficient members to establish committees. See “Executive Compensation” hereinafter.

All directors will be reimbursed by CSI for any expenses incurred in attending directors' meetings provided that CSI has the resources to pay these fees. CSI will consider applying for officers and directors liability insurance at such time when it has the resources to do so.

~~The following table shows, for the period from December 15, 2014 (inception) to December 31, 2014, compensation awarded to or paid to, or earned by, our CEO (the “Named Executive Officer”).~~

The Company has no formal employment arrangement with Mr. Estus for services. Mr. Estus’ compensation is not based on any percentage calculations. Mr. Estus makes all decisions determining the amount and timing of payment for his compensation and, for the immediate future, Mr. Estus has elected not to receive any payment of compensation which permits us to meet our financial obligations.

⁽¹⁾Mr. Estus upon inception (December 15, 2014) received 6,000,000 shares of common stock of the Company in exchange for organizational services valued at $6,000. The Company does not intend to issue any additional shares to Mr. Estus for services as an officer or as a director.

⁽²⁾ Mr. Estus invoices the Company for rental expense of $500 per month on a month-to-month verbal rental agreement. We do not consider the expense to be characterized as additional income to Mr. Estus as it is significantly below fair market value for comparable rents.

None of our named executive officers received any grants of stock, option awards or other plan-based awards during the period ended December 31, 2014. The Company had no activity with respect to these awards.

None of our named executive officers exercised any stock options, and no restricted stock units, if any, held by our named executive officers vested during the period ended December 31, 2014. The Company had no activity with respect to these awards.

None of our named executive officers had any outstanding stock or option awards as of December 31, 2014 that would be compensatory to the officer. The Company has not issued any awards to its named executive officers. The Company and its Board of Directors may grant awards as it sees fit to its employees as well as key consultants.

As of August 4, 2015 we had 9,000,000 shares of common stock outstanding held by one shareholder. The chart below sets forth the ownership, or claimed ownership, of certain individuals and/or entities. This chart discloses persons known by the Board of Directors to have, or claim to have: (i) beneficial ownership of more than 5% of the outstanding shares of our common stock as of August 4, 2015; (ii) of all directors and executive officers of CSI; and (iii) of our directors and officers as a group.

~~The only promoter of the Company is Mr. Estus, founder, CEO and principal financial officer.~~

Our office and mailing address is 1854 Oxford Avenue, Cardiff-by-the-Sea, California 92007. This space is provided to us by Mr. Estus. Mr. Estus charges us $500 per month and pays for all utilities and other maintenance costs for the facilities. There is no written lease agreement and we are on a month-month rental notice.

~~We issued 6,000,000 shares of its common stock to its founder and CEO, Mr. Estus, in exchange for organizational services incurred upon incorporation. These services were valued at $6,000.~~

Mr. Estus developed our business plan, the foundation for our internal-use software to be used to support our design portal, which we will continue to develop and improve upon. Mr. Estus received 3,000,000 shares of our common stock for selling certain tangible and intangible assets to us. The value of the assets purchased was $24,000, which is far less than the total cost incurred by Mr. Estus.

~~Introduction.~~~~We were incorporated under the laws of the State of Nevada on December 15, 2014. We are authorized to issue 100,000,000 shares of common stock and 1,000,000 shares of preferred stock.~~

~~Preferred Stock.~~Our certificate of incorporation authorizes the issuance of 1,000,000 shares of preferred stock with designation, rights and other preferences determined from time to time by our Board of Directors. No shares of preferred stock have been designated, issued or are outstanding as of August 4, 2015. Accordingly, our Board of Directors is empowered, without stockholder approval, to issue up to 1,000,000 shares of preferred stock with voting, liquidation, conversion, and other rights that could adversely affect the rights of holders of our common stock. We have no intention to issue any shares of preferred stock, there can be no assurance that we will not do so in the future.

~~Among other rights, our Board of Directors may determine, without further vote or action by our stockholders:~~

whether to pay dividends on the series and, if so, the dividend rate, whether dividends will be cumulative and, if so, from which date or dates, and the relative rights of priority of payment of dividends on shares of the series;

~~whether the series will have voting rights in addition to the voting rights provided by law and, if so, the terms of the voting rights;~~

~~whether the series will be convertible into or exchangeable for shares of any other class or series of stock and, if so, the terms and conditions of conversion or exchange;~~

whether or not the shares of the series will be redeemable and, if so, the dates, terms and conditions of redemption and whether there will be a sinking fund for the redemption of that series and, if so, the terms and amount of the sinking fund; and

the rights of the shares of the series in the event of our voluntary or involuntary liquidation, dissolution or winding up and the relative rights or priority, if any, of payment of shares of the series.

We presently do not have plans to issue any shares of preferred stock. However, preferred stock could be used to dilute a potential hostile acquirer. Accordingly, any future issuance of preferred stock or any rights to purchase preferred shares may have the effect of making it more difficult for a third party to acquire control of us. This may delay, defer or prevent a change of control in our Company or an unsolicited acquisition proposal. The issuance of preferred stock also could decrease the amount of earnings attributable to, and assets available for distribution to, the holders of our common stock and could adversely affect the rights and powers, including voting rights, of the holders of our common stock.

~~Common Stock.~~Our certificate of incorporation authorizes the issuance of 100,000,000 shares of common stock. There are 9,000,000 shares of our common stock issued and outstanding at August 4, 2015 that are held by one shareholder. The holders of our common stock:

~~have equal ratable rights to dividends from funds legally available for payment of dividends when, as and if declared by the Board of Directors;~~

~~are entitled to share ratably in all of the assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;~~

~~do not have preemptive, subscription or conversion rights, or redemption or access to any sinking fund; and~~

~~are entitled to one non-cumulative vote per share on all matters submitted to stockholders for a vote at any meeting of stockholders~~

~~See Plan of Distribution regarding negative implications of being classified as a “Penny Stock”.~~

~~Authorized but Un-issued Capital Stock.~~Nevada law does not require stockholder approval for the issuance of authorized shares. These additional shares may be used for a variety of corporate purposes, including future public offerings to raise additional capital or to facilitate corporate acquisitions.

One of the effects of the existence of un-issued and unreserved common stock (and/or preferred stock) may be to enable our Board of Directors to issue shares to persons friendly to current management, which issuance could render more difficult or discourage an attempt to obtain control of our board by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of our management and possibly deprive the stockholders of opportunities to sell their shares of our common stock at prices higher than prevailing market prices.

~~Shareholder Matters.~~As an issuer of “penny stock” the protection provided by the federal securities laws relating to forward looking statements does not apply to us if our shares are considered to be penny stocks which they currently are and probably will be for the foreseeable future. Although the federal securities law provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, we will not have the benefit of this safe harbor protection in the event of any claim that the material provided by us, including this prospectus, contained a material misstatement of fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements not misleading.

~~As a Nevada corporation, we are subject to theNevada Revised Statutes (“NRS” or “Nevada law”). Certain provisions of~~Nevada law described below create rights that might be deemed material to our shareholders. Other provisions might delay or make more difficult acquisitions of our stock or changes in our control or might also have the effect of preventing changes in our management or might make it more difficult to accomplish transactions that some of our shareholders may believe to be in their best interests.

~~Directors' Duties~~. Section 78.138 of Nevada law allows our directors and officers, in exercising their powers to further our interests, to consider the interests of our employees, suppliers, creditors and customers. They can also consider the economy of the state and the nation, the interests of the community and of society and our long-term and short-term interests and shareholders, including the possibility that these interests may be best served by our continued independence. Our directors may resist a change or potential change in control if they, by a majority vote of a quorum, determine that the change or potential change is opposed to or not in our best interest. Our Board of Directors may consider these interests or have reasonable grounds to believe that, within a reasonable time, any debt which might be created as a result of the change in control would cause our assets to be less than our liabilities, render us insolvent, or cause us to file for bankruptcy protection

~~Dissenters' Rights~~. Among the rights granted underNevada law which might be considered material is the right for shareholders to dissent from certain corporate actions and obtain payment for their shares (see NRS 92A.380-390). This right is subject to exceptions, summarized below, and arises in the event of mergers or plans of exchange. This right normally applies if shareholder approval of the corporate action is required either by~~Nevada law or by the terms of the articles of incorporation.~~

~~A shareholder does not have the right to dissent with respect to any plan of merger or exchange, if the shares held by the shareholder are part of a class of shares which are:~~

This exception notwithstanding, a shareholder will still have a right of dissent if it is provided for in the articles of incorporation or if the shareholders are required under the plan of merger or exchange to accept anything but cash or owner's interests, or a combination of the two, in the surviving or acquiring entity, or in any other entity falling in any of the three categories described above in this paragraph.

~~Inspection Rights~~.Nevada law also specifies that shareholders are to have the right to inspect company records (see NRS 78.105). This right extends to any person who has been a shareholder of record for at least six months immediately preceding his demand. It also extends to any person holding, or authorized in writing by the holders of, at least 5% of outstanding shares. Shareholders having this right are to be granted inspection rights upon five days' written notice. The records covered by this right include official copies of:

a stock ledger or a duplicate stock ledger, revised annually, containing the names, alphabetically arranged, of all persons who are stockholders of the corporation, showing their places of residence, if known, and the number of shares held by them, respectively.

In lieu of a stock ledger or duplicate stock ledger, Nevada law provides that a corporation may keep a statement setting out the name of the custodian of the stock ledger or duplicate stock ledger, and the present and complete post office address, including street and number, if any, where the stock ledger or duplicate stock ledger specified in this section is kept.

~~Control Share Acquisitions~~. Sections 78.378 to 78.3793 of Nevada law contain provisions that may prevent any person acquiring a controlling interest in a Nevada-registered company from exercising voting rights. To the extent that these rights support the voting power of minority shareholders, these rights may also be deemed material. These provisions will be applicable to us as soon as we have 200 shareholders of record with at least 100 of these having addresses in Nevada as reflected on our stock ledger. While we do not yet have the required number of shareholders in Nevada or elsewhere, it is possible that at some future point we will reach these numbers and, accordingly, these provisions will become applicable. We do not intend to notify shareholders when we have reached the number of shareholders specified under these provisions of Nevada law. Shareholders can learn this information pursuant to the inspection rights described above and can see the approximate number of our shareholders by checking under Item 5 of our annual reports on Form 10-K. This form is filed with the Securities and Exchange Commission within 90 days after the close of each fiscal year hereafter. You can view these and our other filings at www.sec.gov in the “EDGAR” database.

Under NRS Sections 78.378 to 78.3793, an acquiring person who acquires a controlling interest in company shares may not exercise voting rights on any of these shares unless these voting rights are granted by a majority vote of our disinterested shareholders at a special shareholders' meeting held upon the request and at the expense of the acquiring person. If the acquiring person's shares are accorded full voting rights and the acquiring person acquires control shares with a majority or more of all the voting power, any shareholder, other than the acquiring person, who does not vote for authorizing voting rights for the control shares, is entitled to demand payment for the fair value of their shares, and we must comply with the demand. An “acquiring person” means any person who, individually or acting with others, acquires or offers to acquire, directly or indirectly, a controlling interest in our shares. “Controlling interest” means the ownership of our outstanding voting shares sufficient to enable the acquiring person, individually or acting with others, directly or indirectly, to exercise one-fifth or more but less than one-third, one-third or more but less than a majority, or a majority or more of the voting power of our shares in the election of our directors. Voting rights must be given by a majority of our disinterested shareholders as each threshold is reached or exceeded. “Control shares” means the company's outstanding voting shares that an acquiring person acquires or offers to acquire in an acquisition or within 90 days immediately preceding the date when the acquiring person becomes an acquiring person.

These Nevada statutes do not apply if a company's articles of incorporation or bylaws in effect on the tenth day following the acquisition of a controlling interest by an acquiring person provide that these provisions do not apply.

According to NRS 78.378, the provisions referred to above will not restrict our directors from taking action to protect the interests of our Company and its shareholders, including without limitation, adopting or executing plans, arrangements or instruments that deny rights, privileges, power or authority to a holder of a specified number of shares or percentage of share ownership or voting power. Likewise, these provisions do not prevent directors or shareholders from including stricter requirements in our articles of incorporation or bylaws relating to the acquisition of a controlling interest in the Company.

~~Our articles of incorporation and bylaws do not exclude us from restrictions imposed by NRS 78.378 to 78.3793, nor do they impose any more stringent requirements.~~

~~Certain Business Combinations~~. Sections 78.411 to 78.444 of the Nevada law may restrict our ability to engage in a wide variety of transactions with an “interested shareholder”. As was discussed above in connection with NRS 78.378 to 78.3793, these provisions could be considered material to our shareholders, particularly to minority shareholders. They might also have the effect of delaying or making more difficult acquisitions of our stock or changes in our control. These sections of NRS are applicable to any Nevada company with 200 or more stockholders of record and that has a class of securities registered under Section 12 of the 1934 Securities Exchange Act, unless the company's articles of incorporation provide otherwise. By this registration statement, we are not registering our common stock under Section 12(g) of the Exchange Act. Accordingly, upon effectiveness of this registration statement on Form S-1 we will be subject to these statutes.

These provisions of Nevada law prohibit us from engaging in any “combination” with an interested stockholder for three years after the interested stockholder acquired their shares that cause him/her to become an interested shareholder, unless they obtain prior approval from our Board of Directors. The term “combination” is described in NRS 78.416 and includes, among other things, mergers, sales or purchases of assets, and issuances or reclassifications of securities. If the combination did not have prior approval, the interested shareholder may proceed after the three-year period only if the shareholder receives approval from a majority of our disinterested shares or the offer meets the requirements for fairness that are specified in NRS 78.441-42. For the above provisions, a “resident domestic corporation” means a Nevada corporation that has 200 or more shareholders. An “interested stockholder” is defined in NSR 78.423 as someone who is either:

~~the beneficial owner, directly or indirectly, of 10% or more of the voting power of our outstanding voting shares; or~~

our affiliate or associate and who within three years immediately before the date in question, was the beneficial owner, directly or indirectly, of 10% or more of the voting power of our outstanding shares at that time.

~~Amendments to Bylaws.~~Our articles of incorporation provide that the power to adopt, alter, amend, or repeal our bylaws is vested exclusively with the Board of Directors. In exercising this discretion, our Board of Directors could conceivably alter our bylaws in ways that would affect the rights of our shareholders and the ability of any shareholder or group to effect a change in our control; however, the board would not have the right to do so in a way that would violate law or the applicable terms of our articles of incorporation.

~~Transfer Agent.~~~~The transfer agent for our common stock is Action Stock Transfer Corporation, 2469 E. Fort Union Blvd, Suite 214, Salt Lake City, Utah 84121. Its telephone number is (801) 274-1088.~~

There is no public market for our common stock. Our common stock is currently held by one shareholder. Therefore, current and potential market for our common stock is limited and liquidity of our shares may be severely limited. While we have approached a capable market maker, this market maker has not yet agreed to file an application with FINRA on our behalf. This application when accepted by FINRA would enable the market maker to be able to quote our shares of common stock on the OTCBB as maintained by FINRA. This only occurs upon acceptance of the application by FINRA and may not commence any sooner than the effectiveness of our registration statement of which this prospectus is an integral part of and the closing of this Offering. While we have not yet secured the services of a market maker there can be no assurance as to whether a market maker’s application when filed will be accepted by FINRA nor can we estimate the time period that will be required for the application process after filing. In the absence of quotation or listing, no market is available for investors in our common stock to sell their shares. We cannot provide any assurance that a meaningful trading market will ever develop or that our common stock will ever be quoted or listed for trading.

If the shares of our common stock ever become tradable, the trading price of our common stock could be subject to wide fluctuations in response to various events or factors, many of which are beyond our control. As a result, investors may be unable to sell their shares at or greater than the price at which they are being offered.

This Offering will be conducted on a best-efforts basis utilizing the efforts of Mr. Estus, founder and CEO of the Company. Potential investors include, but are not limited to, family, friends and acquaintances of Mr. Estus. The intended methods of communication include, without limitation, telephone calls and personal contact. In his endeavors to sell this Offering, Mr. Estus will not use any mass advertising methods such as the internet or print media.

~~Funds received in connection with the sale of our securities will be transmitted immediately into an escrow account. There can be no assurance that all, or any, of the shares will be sold.~~

Mr. Estus will not receive commissions for any sales originated on our behalf. We believe that Mr. Estus is exempt from registration as a broker under the provisions of Rule 3a4-1 promulgated under the Exchange Act. In particular, Mr. Estus:

~~Is not subject to a statutory disqualification, as that term is defined in Section 3(a)39 of the Act, at the time of his participation;~~

~~Is not to be compensated in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities;~~

~~Primarily performs, or is intended primarily to perform at the end of the Offering, substantial duties for or on behalf of the issuer otherwise than in connection with transactions in securities;~~

~~Was not a broker or dealer, or associated persons of a broker or dealer, within the preceding 12 months; and~~

Did not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on paragraphs within this section, except that for securities issued pursuant to Rule 415 under the Securities Act of 1933, the 12 months shall begin with the last sale of any security included within a Rule 415 registration

~~No officers or directors of the Company may purchase any securities in this Offering.~~

There can be no assurance that all, or any, of the shares will be sold. As of this date, we have not entered into any agreements or arrangements for the sale of the shares with any broker-dealer or sales agent. However, if we were to enter into such arrangements, we will be required to file a post-effective amendment to disclose those arrangements because any broker-dealer participating in the Offering acting as an underwriter and would have to be so named herein. In order to comply with the applicable securities laws of certain states, the securities may not be offered or sold unless they have been registered or qualified for sale in such states or an exemption from such registration or qualification requirement is available and with which we have complied. The purchasers in this Offering and in any subsequent trading market must be residents of such states where the shares have been registered or qualified for sale or an exemption from such registration or qualification requirement is available. As of this date, we have not identified the specific states where this Offering will be sold.

The proceeds from the sale of the shares in this Offering will be payable to The Krueger Group, LLP – Attorney-Client Trust Account (“Escrow Account”), and will be deposited in a non-interest-bearing bank account until the subscription agreements are accepted by the Company. Failure to do so will result in checks being returned to the investor who submitted their check. No interest will be paid to any shareholder, investor or the Company. All subscription agreements and checks are irrevocable (except as to any state that requires a statutory cooling-off period or rescission right). All subscription funds will be held in the Escrow Account pending acceptance of the various subscriptions by CSI, and funds may be released to CSI as received and cleared in the Escrow Account, this may occur regularly until the maximum Offering amount (6,000,000 shares of common stock) has been subscribed to. Thereafter, the escrow agreement shall terminate.

Investors can purchase common stock in this Offering by completing a Subscription Agreement, a copy of which is filed as Exhibit 99.1, and sending it together with payment in full. All payments must be made in U.S. currency either by personal check, bank draft, or cashier check. There is no minimum subscription required by the Company. All subscription agreements and checks are irrevocable (except as to any state that requires a statutory cooling-off period or rescission right). We expressly reserve the right to either accept or reject any subscription, for any reason. Any subscription rejected will be returned to the subscriber within five business days of the rejection date. Furthermore, once a subscription agreement is accepted by us, it will be executed without any confirmation to or from the subscriber. Once we accept a subscription, the subscriber may not withdraw it.

~~We will pay all expenses incident to the registration, offering and sale of the shares other than commissions or discounts of underwriters, broker-dealers or agents, if any.~~

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and control persons, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

~~Any purchaser of our securities should be aware that any market that develops in our stock will be subject to the “penny stock” restrictions.~~

The trading of our securities, if any, will be in the over-the-counter markets which are commonly referred to as the OTCBB as maintained by FINRA (if and when quoting thereon has occurred). As a result, a purchaser of our securities may find it difficult to dispose of, or to obtain accurate quotations as to the price of, our securities.

OTCBB securities are not listed or traded on a floor of an organized national or regional stock exchange. Instead, OTCBB securities transactions are conducted through telephonic and Internet services connecting dealers in the orderly trading of securities or “stocks”. OTCBB stocks are traditionally smaller companies that do not meet the financial and listing requirements of a regional or national stock exchange.

To be quoted on the OTCBB, a market maker must file an application on our behalf in order to make a market for our common stock. We are not permitted to file such application on our own behalf. While a market maker has been approached, however, as of the date of this prospectus a market maker has not agreed to file an application with FINRA on our behalf so as to be able to quote our shares of common stock on the OTCBB maintained by FINRA commencing upon the effectiveness of our registration statement of which this prospectus is a part. There can be no assurance that a market maker’s application will be accepted by FINRA, nor can we estimate as to the period of time that the application will require to be approved.

The OTCBB is separate and distinct from the NASDAQ stock market. NASDAQ has no business relationship with issuers of securities quoted on the OTCBB. The SEC’s order handling rules, which apply to NASDAQ-listed securities, do not apply to securities quoted on the OTCBB.

Although the NASDAQ stock market has rigorous listing standards to ensure the quality of its issuers, and can delist issuers for not meeting those standards, the OTCBB has no listing standards. Rather, it is the market maker who chooses to quote a security on the system, files an application, and is therefore obligated to comply with keeping accurate and timely information about the issuer in its files. FINRA cannot deny an application by a market maker to quote the stock of an issuer assuming all of FINRA’s questions relating to its Rule 211 process are answered accurately and satisfactorily. The only requirement for ongoing inclusion in the OTCBB is that the issuer be current in its reporting requirements with the SEC.

Although we anticipate that quotation on the OTCBB will increase liquidity for our common stock, investors may have difficulty in getting orders filled because trading activity on the OTCBB, in general, is not conducted as efficiently and effectively as with NASDAQ-listed securities. As a result, investors’ orders may be filled at a price much different than expected when placed.

Investors must contact a broker-dealer to trade OTCBB securities. Investors do not have direct access to the bulletin board service. For bulletin board securities, there has to be only one market maker.

OTCBB transactions are conducted almost entirely manually. Because there are no automated systems for negotiating trades on the OTCBB, they are conducted via telephone. In times of heavy market volume, the limitations of this process may result in a significant increase in the time it takes to execute investor orders. Therefore, when investors place market orders - an order to buy or sell a specific number of shares at the current market price - it is possible for the price of a stock to go up or down significantly during the lapse of time between placing a market order and getting execution.

If we become able to have our shares of common stock quoted on the OTCBB, we will then try, through a broker-dealer and its clearing firm, to become eligible with the DTC to permit our shares to trade electronically. If an issuer is not “DTC-eligible,” then its shares cannot be electronically transferred between brokerage accounts, which, based on the realities of the marketplace as it exists today (especially the OTCBB), means that shares of a company will not be traded (technically the shares can be traded manually between accounts, but this takes days and is not a realistic option for companies relying on broker dealers for stock transactions - like all the companies on the OTCBB). What this boils down to is that while DTC-eligibility is not a requirement to trade on the OTCBB, it is a necessity to process trades on the OTCBB if a company’s stock is going to trade with any volume. There are no assurances that our shares will ever become DTC-eligible or, if they do, how long it will take.

~~Because OTCBB stocks are not usually followed by analysts, there most likely will be lower trading volume than for NASDAQ-listed securities or quite possibly none.~~

Our shares will be covered by Section 15(g) of the Exchange Act, and Rules 15g-1 through 15g-6 promulgated thereunder. They impose additional sales practice requirements on broker-dealers who sell our securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 excluding revenue or annual income exceeding $200,000 or $300,000 jointly with their spouses).

~~Rule 15g-1 exempts a number of specific transactions from the scope of the penny stock rules (but is not applicable to us).~~

~~Rule 15g-2 declares unlawful broker-dealer transactions in penny stocks unless the broker-dealer has first provided to the customer a standardized disclosure document.~~

Rule 15g-3 provides that it is unlawful for a broker-dealer to engage in a penny stock transaction unless the broker-dealer first discloses and subsequently confirms to the customer current quotation prices or similar market information concerning the penny stock in question.

Rule 15g-4 prohibits broker-dealers from completing penny stock transactions for a customer unless the broker-dealer first discloses to the customer the amount of compensation or other remuneration received as a result of the penny stock transaction.

Rule 15g-5 requires that a broker-dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the transaction, information about the sales persons compensation.

~~Rule 15g-6 requires broker-dealers selling penny stocks to provide their customers with monthly account statements.~~

Rule 3a51-1 of the Exchange Act establishes the definition of a “penny stock,” for purposes relevant to us, as any equity security that has a minimum bid price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to a limited number of exceptions. It is likely that our shares will be considered to be penny stocks for the immediately foreseeable future. For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker or dealer approve a person's account for transactions in penny stocks and the broker or dealer receive from the investor a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person's account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience and objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and that that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

~~the basis on which the broker or dealer made the suitability determination, and~~

~~that the broker or dealer received a signed, written agreement from the investor prior to the transaction~~

Disclosure also has to be made about the risks of investing in penny stock in both public offerings and in secondary trading and commission payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Additionally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Many brokers have decided not to trade penny stocks because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. If the Company remains subject to the penny stock rules for any significant period, which is likely, it could have an adverse effect on the market, if any, for the Company’s securities. If our securities become subject to the penny stock rules, investors will find it difficult to dispose of the Company’s securities.

There is no established public market for our common stock, and there can be no assurance that any market will develop in the foreseeable future. Transfer of our common stock may also be restricted under the securities or securities regulations laws promulgated by various states and foreign jurisdictions, commonly referred to as “Blue Sky” laws. Absent compliance with such individual state laws, our common stock may not be traded in such jurisdictions. Because the securities registered hereunder have not been registered for resale under the blue sky laws of any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state blue-sky law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. Accordingly, investors may not be able to liquidate their investments and should be prepared to hold the common stock for an indefinite period of time.

We will consider applying for listing in Mergent, Inc., a leading provider of business and financial information on publicly listed companies, which, once published, will provide CSI with “manual” exemptions in approximately 33 states as indicated in CCH Blue Sky Law Desk Reference at Section 6301 entitled “Standard Manuals Exemptions”. However, we may not be accepted for listing in Mergent or similar services designed to obtain manual exemptions if we are considered to be a “shell company” at the time of application.

Thirty-three states have what is commonly referred to as a “manual exemption” for secondary trading of securities such as those to be resold by selling stockholders under this registration statement. In these states, so long as we obtain and maintain a listing in Mergent, Inc. or Standard and Poor's Corporate Manual, secondary trading of our common stock can occur without any filing, review or approval by state regulatory authorities in these states. These states are: Alaska, Arizona, Arkansas, Colorado, Connecticut, District of Columbia, Florida, Hawaii, Idaho, Indiana, Iowa, Kansas, Maine, Maryland, Massachusetts, Michigan, Mississippi, Missouri, Nebraska, New Jersey, New Mexico, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Rhode Island, South Carolina, Texas, Utah, Washington, West Virginia and Wyoming. We cannot secure this listing, and thus this qualification, until after our registration statement is declared effective. Once we secure this listing (assuming that being a development stage and shell company is not a bar to such listing), secondary trading can occur in these states without further action.

Upon effectiveness of this prospectus, the Company intends to consider (but may not) becoming a “reporting issuer” under Section 12(g) of the Exchange Act, as amended, by way of filing a Form 8-A with the SEC. A Form 8-A is a “short form” registration whereby information about the Company will be incorporated by reference to the Registration Statement on Form S-1, of which this prospectus is a part. Upon filing of the Form 8-A, if done, the Company’s shares of common stock will become “covered securities,” or “federally covered securities” as described in some states’ securities statutes, which means that unless you are an “underwriter” or “dealer,” you may have a “secondary trading” exemption under the laws of most states (and the District of Columbia, Guam, the Virgin Islands and Puerto Rico) to resell the shares of common stock you purchase in this Offering. Four states do impose a filing requirement on the Company: those states are Michigan, New Hampshire, Texas and Vermont. The Company may, at its own cost, make the required notice filings in those states immediately after filing its Form 8-A with the SEC.

We currently do not intend to and may not be able to qualify securities for resale in other states which may require our shares to be qualified before they can be resold by shareholders or prospective investors.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares may not simultaneously engage in market making activities with respect to our common stock for a period of two business days prior to the commencement of such distribution.

~~The validity of the issuance of the shares of common stock offered hereby will be passed upon for us by Krueger LLP, La Jolla, California.~~

The financial statements of CSI as of December 31, 2014 and for the period December 15, 2014 (inception) to December 31, 2014 included in this prospectus have been audited by independent registered public accountants and have been so included in reliance upon the report of PLS CPA, A Professional Corp. given on the authority of such firm as experts in accounting and auditing.

~~The information for the interim period ended June 30, 2015 is unaudited; however, it includes all adjustments considered necessary by management for a fair presentation~~analysis of our financial condition and results of ~~operations.~~

Weoperation are based upon our financial statements, which have ~~filed~~been prepared in accordance with the Securities and Exchange Commission a registration statement on Form S-1, including exhibits, schedules and amendments, under the Securities Act with respect to the shares of common stock to be sold in this Offering. This prospectus does not contain all the information includedaccounting principles generally accepted in the ~~registration statement. For further information about us and the shares~~United States of ~~our common stock to be sold in this Offering, please refer to our registration statement.~~

AsAmerica. The preparation of the effective date of our registration statement of which this prospectus is a part, we will become subject to certain informational requirements of the Exchange Act, as amended and we will be required to file periodic reports (i.e., annual, quarterly and material events) with the SEC which will be immediately available to the public for inspection and copying. In the event during the year that our registration statement becomes effective, these reporting obligations may be automatically suspended under Section 15(d) of the Exchange Act if we have less than 300 shareholders and do not file a registration statement on Form 8-A (of which we have no current plans to file). If this occurs after the year in which our registration statement becomes effective, we will no longer be obligated to file such periodic reports with the SEC and access to our business information would then be even more restricted. After this registration statement on Form S-1 becomes effective, we may be required to deliver periodic reports to security holders as proscribed by the Exchange Act, as amended. However, we will not be required to furnish proxy statements to security holders and our directors, officers and principal beneficial owners will not be required to report their beneficial ownership of securities to the SEC pursuant to Section 16 of the Exchange Act until we have both 500 or more security holders and greater than $10 million in assets. This means that access to information regarding our business and operations will be limited.

You may read and copy any document we file at the SEC's public reference room at 100 F Street, N. E., Washington, D.C. 20549. You should call the SEC at (800) SEC-0330 for further information on the public reference rooms. Our SEC filings will also be available to the public at the SEC's web site at “http:/www.sec.gov”.

You may request, and we will voluntarily provide, a copy of our filings, including our annual report which will contain audited financial statements, at no cost to you, by writing or telephoning us at the following address:

~~PLS CPA, A PROFESSIONAL CORPORATION~~

t~~4725 MERCURY STREET #210~~t ~~SAN DIEGO~~t ~~CALIFORNIA 92111~~t

t ~~TELEPHONE (858)722-5953~~t ~~FAX (858) 761-0341~~ t ~~FAX (858) 433-2979~~

t ~~E-MAIL changgpark@gmail.com~~t

~~Report of Independent Registered Public Accounting Firm~~

~~To the Board of Directors and Stockholders~~

~~CubeScape, Inc.~~

We have audited the accompanying balance sheet of CubeScape, Inc. (A Development Stage “Company”) as of December 31, 2014 and the related statements of operations, changes in shareholders’ equity and cash flows for the period from December 15, 2014 (inception) to December 31, 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements ~~based on our audits.~~

requires us to make estimates and judgments that affect the reported amounted of assets, liabilities, revenues, and expenses. We ~~conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require~~have identified several accounting principles that we ~~plan~~believe are key to the understanding of our financial statements. These important accounting policies require our most difficult subjective judgements.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and ~~perform~~assumptions that affected the ~~audit to obtain reasonable assurance about whether~~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 from those estimates. Significant estimates made in preparing the consolidated financial statements include the valuation of allowances for doubtful accounts, valuation of deferred tax assets, inventories, useful lives of assets, intangible assets, and stock-based compensation.

Inventory

Inventory consists of backpacks, jackets, safes and accessories manufactured to our design and held for resale and are ~~free~~carried at the lower of ~~material misstatement. An audit includes examining,~~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.

Research and Development

To date, we have expensed all costs associated with developing our product specifications, manufacturing procedures, and products through product development expense as this work was done by our design and engineering team.

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 ~~test basis, evidence supporting~~client; (2) Identify the ~~amounts and disclosures~~performance obligations in the ~~financial statements. An audit also includes assessing~~contract; (3) Determine the ~~accounting principles used~~transaction price; (4) Allocate the transaction price to performance obligations in the contract; and ~~significant estimates made by management,~~(5) Recognize revenues when or as ~~well as evaluating~~ the ~~overall financial statements presentation.~~ company satisfies a performance obligation.

We ~~believe that~~adopted this ASC on January 1, 2018. Although the new revenue standard is expected to have an immaterial impact, if any, on our ~~audit provides a reasonable basis for~~ongoing net income, we did implement changes to our ~~opinion.~~

~~In our opinion, the financial statements referred~~processes related to ~~above present fairly, in all material respects, the financial position of CubeScape, Inc. as of December 31, 2014,~~revenue recognition and the ~~result~~control activities within them.

Excise Tax

None applicable.

Fair Value of ~~its operations and its cash flows for the period from December 15, 2014 (inception) to December 31, 2014 in conformity with U.S. generally accepted accounting principles.~~Financial Instruments

The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company’s losses from operations raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~/s/ PLS CPA~~

~~PLS CPA, A Professional Corp.~~

~~July 8, 2015~~

~~San Diego, CA. 92111~~

~~Registered with the Public Company Accounting Oversight Board~~

~~CUBESCAPE, INC.~~

~~(A DEVELOPMENT STAGE COMPANY)~~

~~BALANCE SHEET~~


		~~December 31, 2014~~
~~ASSETS~~		~~(audited)~~

~~CURRENT ASSETS:~~
~~Cash and cash equivalents~~	$	-
~~Total Current Assets~~		-

~~TOTAL ASSETS~~	$	-

~~LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)~~

~~CURRENT LIABILITIES:~~

~~Accounts payable and accrued expense~~	$	-
~~Nonrelated party loans~~		~~610~~
~~TOTAL LIABILITIES~~		~~610~~

~~STOCKHOLDERS’ EQUITY (DEFICIT):~~
~~Preferred stock, $0.001 par value; 1,000,000 shares authorized; none issued or outstanding~~		-
~~Common stock, $0.001 par value; 100,000,000 shares authorized; 6,000,000 shares issued and outstanding as of December 31, 2014~~		~~6,000~~
~~Additional paid in capital~~		-
~~Deficit accumulated during development stage~~		~~(6,610)~~
~~TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)~~		~~(610)~~

~~TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)~~	$	-

~~See Notes to Financial Statements.~~

~~CUBESCAPE, INC.~~

~~(A DEVELOPMENT STAGE COMPANY)~~

~~STATEMENT OF OPERATIONS~~


		~~For the period~~ ~~December 15, 2014~~ ~~(inception) through~~ ~~December 31, 2014~~ ~~(audited)~~
~~Revenue~~	$	-
~~Cost of revenue~~		-
~~Gross margin~~		-

~~Expenses:~~
~~Officer compensation~~		~~6,000~~
~~Administrative and other costs~~		-
~~Organization expense~~		~~610~~
~~Loss before income tax~~		~~6,610~~

~~Provision for income tax~~		-
~~Net loss~~	$	~~(6,610)~~
~~Basic and diluted loss per share~~	$	~~(0.00)~~
~~Weighted average common shares outstanding - basic and diluted~~		~~6,000,000~~

~~See Notes to Financial Statements.~~

~~CUBESCAPE, INC.~~

~~(A DEVELOPMENT STAGE COMPANY)~~

~~STATEMENT OF STOCKHOLDERS' DEFICIT~~

Common
Stock

Common Stock
Amount

Additional
Paid-in
Capital

Retained Deficit

Total
Balance – December 15, 2014 (inception) shares issued for organization services – officers compensation
6,000,000
$
6,000
$
-
$
-
$
6,000

Net loss

(6,610)

(6,610)
Balance – December 31, 2014 (audited)
6,000,000
$
6,000
$
-
$
(6,610)
$
(610)

~~See Notes to Financial Statements.~~

~~CUBESCAPE, INC.~~

~~(A DEVELOPMENT STAGE COMPANY)~~

~~STATEMENT OF CASH FLOWS~~


		~~For the period~~ ~~December 15, 2014 (inception) through~~ ~~December 31, 2014~~
		~~(audited)~~
~~CASH FLOW FROM OPERATING ACTIVITIES:~~
~~Net loss~~	$	~~(6,610)~~
~~Amortization~~		-
~~Shares issued for compensation~~		~~6,000~~
~~Adjustments to reconcile net loss to cash (used in) operating activities:~~
~~Change in accrued expense~~		-
~~Net Cash (Used in) Operating Activities~~		~~(610)~~
~~CASH FLOW FROM INVESTING ACTIVITIES~~		-
~~CASH FLOW FROM FINANCING ACTIVITIES:~~
~~Loan from nonrelated party~~		~~610~~
~~Loan from related party~~		-
~~Net Cash Provided by Financing Activities~~		~~610~~
~~CHANGE IN CASH~~		-
~~CASH AT BEGINNING OF PERIOD~~		-
~~CASH AT END OF PERIOD~~	$	-

~~SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION~~
~~Cash paid for:~~
~~Interest~~	$	-
~~Income taxes~~	$	-

~~See Notes to Financial Statements.~~

~~CUBESCAPE, INC.~~

~~(A DEVELOPMENT STAGE COMPANY)~~

~~NOTES TO THE FINANCIAL STATEMENTS~~

~~DECEMBER 31, 2014~~

~~NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~

~~Organization~~

~~The Company was incorporated on December 15, 2014 (date of inception) under the laws of the State of Nevada, as CubeScape, Inc.~~

~~Nature of operations~~

The Company is developing a branded product that utilizes panoramic vinyl wall graphics generated on a proprietary interactive design portal. The proprietary interactive portal is designed to assist the consumer or end-user in creating wall or cubicle panel art, upgrading and/or enhancing plain home, office and cubicle work space with a new approach to workplace aesthetics. The Company’s product will consist of high resolution wall graphics made from professional art, designs, stock-photos and/or user (consumer) provided images that are integrated into unique backdrop. Graphics will be constructed of quality vinyl and low-tack adhesive for ease of application and replacement but durable.

~~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.

~~Revenue recognition~~

We recognize revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the product or service has been provided to the consumer; (3) the amount of fees to be paid by the consumer is fixed or determinable; and (4) the collection of our fees or product revenue is probable.

~~The Company will record revenue when it is realizable and earned and product have been shipped to the consumers or that our service has been rendered to the consumer.~~

~~Advertising costs~~

~~Advertising costs are anticipated to be expensed as incurred; however there were no advertising costs for the period from “Inception” (December 15, 2014) to December 31, 2014.~~

~~Fair value of financial instruments~~

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2021, and December 31, ~~2014.~~2020, respectively. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, ~~deferred offering costs~~ 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, ~~FASB~~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~~

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 50% likelihood of being sustained upon examination by taxing authorities. As of September 30, 2021, and December 31, 2020, the Company reviewed its tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore this standard has not had a material effect on the Company.

The Company does not anticipate any significant changes to its total unrecognized tax benefits within the next twelve (12) months.

The Company classifies tax-related penalties and net interest as income tax expense. For the nine-month period ended September 30, 2021, and 2020, respectively, no income tax expense has been recorded.

Stock-Based Compensation

The Company records ~~stock based~~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~~BUSINESS

Our Company ~~follows ASC Topic 260~~

American Rebel, America’s Patriotic Brand, operates primarily on designing and marketing branded safes and personal security and self-defense products. Additionally, the Company designs and produces branded accessories and apparel, including with concealment pockets.

We believe that when it comes to ~~account~~their homes, consumers place a premium on their security and privacy. Our products are designed to offer our customers convenient, efficient and secure home and personal safes from a provider that they can trust. We are committed to offering products of enduring quality that allow customers to keep their valuable belongings protected and to express their patriotism and style, which is synonymous with the American Rebel brand.

Our safes and personal security products are constructed primarily of U.S.-made steel. We believe our products are designed to safely store firearms, as well as store our customers’ priceless keepsakes, family heirlooms and treasured memories, and aim to make our products accessible at various price points for ~~earnings per share. Basic earnings per common share (“EPS”) calculations~~home use. We believe our products are ~~determined by dividing net income by~~designed for safety, quality, reliability, features and performance.

To enhance the ~~weighted average number~~strength of ~~shares~~our brand and drive product demand, we work with our sole supplier and manufacturer to emphasize product quality and mechanical development in order to improve the performance and affordability of ~~common stock outstanding during the year. Diluted earnings per common share calculations~~our products while providing support to our distribution channel and consumers. We seek to sell products that offer features and benefits of higher-end safes at mid-line price ranges.

We believe that safes are ~~determined by dividing net income by the weighted average number~~becoming a ‘must-have appliance’ in a significant portion of ~~common shares~~households. We believe our current safes provide safety, security, style and ~~dilutive common share equivalents outstanding. During periods when common stock equivalents, if any,~~peace of mind at competitive prices. We 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 basisprocess of ~~assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability~~developing a newly designed model safe, which is expected to be ~~realized~~produced in the U.S. We anticipate our new model safe will offer and be equipped with technologically advanced features, such as independent boltworks operation, double-steel door-jamb framing, and a standardized geared locking mechanism.

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

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

Through our growing network of dealers, we promote and sell our products in select regional retailers and local specialty safe, sporting goods, hunting and firearms stores, as well as online, including our website and e-commerce platforms such as Amazon.com.

Our Products

We design, market and sell branded safes and personal security products, including concealed carry/self-defense products, and design and market apparel line and complimentary accessories. We promote and sell our products primarily through retailers using a dealer network, as well as online, through our website, and on Amazon.com, where customers can place an order for our branded backpacks and apparel items.

Safes

We offer a wide range of home, office and personal safe models, in a broad assortment of sizes, features and styles, which are constructed with U.S.-made steel. Our safes exhibit the strength and rugged independence that America was built upon. American Rebel’s design makes keeping your firearms more secure in style. Products are marketed under the American Rebel brand. Although demand for our safes is strong across all segments of our customers, including individuals and families who wish to protect their valuables, to collectors and the dispensary servicing community, the demand for safe storage responsible solutions has been particularly strong among gun owners, sportsmen, competitive shooters and hunters alike. We expect to benefit from increasing awareness of and need for safe storage of firearms in future periods.

Large Safes

Our premium large safe collection consists of six premium safes in a range of sizes. All of our large safes share the same high-quality workmanship, are constructed out of 11-gauge U.S.-made steel and feature a double plate steel door, double-steel door casements and reinforced door edges. We believe that our large safes are ideal for storing valuables of significant size, and that they offer greater capacity for storage and protection. Our safes offer a fully adjustable interior to fit our customers’ needs. Depending on the model, one side of the interior may have shelves and the other side set up to accommodate long guns. The large safes are designed to be resistant to break-ins, natural disasters and fire damage, and to prevent unauthorized access and to protect your family and their valuables. A large, highly visible safe also is believed to act as a deterrent to any prospective thief. Safe storage is also top priority of our customer base who seeks to responsibly secure their firearms. Whenever a new firearm is purchased, gun owners look for our premium solution to responsible secure them and protect their loved ones.

Our large safes selection includes the following:

AR-50

The AR-50 is our biggest among the most secure safes. The AR-50 safe is designed to be strong, rugged, constructed of 11-gauge American-made steel and maintains capacity to comfortably store over 40 firearms comfortably. This premium gun safe with a double plate steel door, double-steel door casement and reinforced door edge is designed to give our customers added security and peace of mind, with 75 minutes of fire protection at 1200 degrees Fahrenheit as well as a customized shelf solution and optional additional accessories to increase the capacity to hold firearms. 72” tall, 40” wide with a depth of 28.5”.

AR-40

The AR-40 has the same footprint as the AR-50; however, it is 12” shorter with a capacity of over 30 firearms. This gun safe contains a double plate steel door, double-steel door casement and reinforced door edge, designed to give our customers secure storage. It provides 75 minutes of fire protection at 1200 degrees Fahrenheit as well as a flexible shelving system to accommodate firearm storage. The dimensions include 60” tall, 40” wide with a depth of 28.5”.

AR-30

The AR-30 offers nearly 50,000 cubic inches of storage. Built with the same strength and ruggedness as the AR-50 and AR-40 models, this safe holds over 20 firearms. This gun safe contains a double plate steel door, double-steel door casement and reinforced door edge. It is designed to give our customers the ability to store their firearms and valuables securely, with 75 minutes of fire protection at 1200 degrees Fahrenheit as well as offering optional add-on accessories to increase storage capacity. The dimensions include 60” tall, 34” wide with a depth of 24.5”.

AR-20

The AR-20 shares the quality workmanship as the other sizes with a capacity for over 15 firearms. This gun safe contains a double plate steel door, double-steel door casement and reinforced door edge is designed to prevent theft and provide protection from fire, flood and accidental access, with 75 minutes of fire protection at 1200 degrees Fahrenheit as well as a customized shelving solution. The dimensions include 60” tall, 28” wide with a depth of 22.5”.

AR-15

The AR-15 fits the bill for narrow spaces with room for over 10 firearms. Same quality construction as our other large safes including a double plate steel door, double-steel door casement and reinforced door edge is designed to give our customers added security and peace of mind, with 75 minutes of fire protection at 1200 degrees Fahrenheit as well as a customized shelving solution. The dimensions include 60” tall, 22” wide with a depth of 22.5”.

AR-12

The AR-12 is our shortest safe. It is the perfect size to store AR rifles, handguns and personal valuables. It has a capacity of over 8 AR rifles. Same quality construction as our other large safes including a double plate steel door, double-steel door casement and reinforced door edge is designed to give our customers safe storage and peace of mind, with 75 minutes of fire protection at 1200 degrees Fahrenheit as well as offering optional add-on accessories to increase storage capacity. The dimensions include 40” tall, 26” wide with a depth of 23”.

Personal safes

Our compact safes, which come in two sizes, are a responsible solution for safely secure smaller valuables or ~~settled. Deferred income~~ammunition. The AR-110 weighs 5 pounds and is 9.5” x 6.5” x 1.75”. The AR-120 weighs 6 pounds and is 10.5” x 7/5” x 2.1875”. These small, personal safes are easy to operate and carry as they fit into a briefcase, desk or under a vehicle seat. These personal safes meet (“TSA”) airline firearm guidelines and fit comfortable in luggage where travel regulations require it.

Vault doors

Our U.S.-made Vault Doors combine style with theft and fire protection for a look that fits any decor. Designed to offer superior protection, vault rooms provide ideal solution for the protection of the family and any valuables. Newly-built, higher-end homes often add vault rooms and we believe our vault doors, which we designed to facilitate secure access to such vault rooms, provide ideal solutions for the protection of valuables and shelter from either storms or intruders. Whether it is a safe room, a shelter, or a place to consolidate valuables, our American Rebel In-Swinging and Out-Swinging Vault Doors provide maximum functionality to a secure vault room. American Rebel vault doors are constructed of two thick, A36 carbon steel panels with sandwiched fire insulation, a design that provides greater rigidity, security and fire protection. The active boltworks and three external hinges are some of the features of the vault door. For safety and to use the door for a panic or safe room door, a quick release lever is installed inside the door.

Dispensaries

Our inventory control safe, the HG-INV Inventory Safe, provides cannabis dispensaries a reliable and safe solution. With wide-spread legalization, medical marijuana or recreational cannabis dispensaries, increasing governmental regulation and insurance requirements to lock their inventory after hours, our HG-INV Inventory Safe delivers a higher level of user experience with customized shelving and inventory notation system. The HG-INV has been introduced to the dispensary industry through trade shows appearances and many of our dealers are actively cultivating dispensary business. Expanding our marketing of the HG-INV can open new markets to American Rebel.

Personal Security

Concealed Carry Backpacks – consist of an assortment of sizes, features and styles. Our XL, Large, and Medium concealed carry backpacks feature our proprietary “Personal Protection Pocket” which utilizes a sandwich method to keep handguns secure and in the desired and easily accessible position. The sandwich method is comprised of two foam pads that surround or sandwich the firearm in place. The user can access the isolated Protection Pocket from either side of the backpack. We believe these distinctive concealed carry products are designed for everyday use while keeping your firearm concealed, safe and easily accessible.

The Extra-Large Freedom and Cartwright CCW Backpack

Our largest concealed carry backpack offers ample storage, including a dedicated top loading laptop pouch and additional tablet sleeve. Both compartments are padded to protect your devices. Two large open compartments make this backpack practical for carrying documents and folders or whatever you need to tote from one place to another. Our proprietary “Protection Pocket” allows quick and easy access to your handgun from either side. Multiple interior compartments are strategically placed to secure extra magazines and accessories. Available in the Freedom and Cartwright style as well as a variety of trim color options.

Large Freedom and Cartwright CCW Backpack

Our most popular concealed carry backpack. This backpack offers ample storage, including a dedicated top loading laptop pouch and an additional tablet sleeve. Both compartments are padded to protect your devices. The size of the main compartment opening makes this backpack practical for carrying documents, folders or whatever you need to tote from one place to another. Includes our proprietary “Protection Pocket” and is available in the Freedom and Cartwright style as well as a variety of trim color options.

Medium Freedom CCW Backpack

This medium-sized is designed for those who look to be more streamlined. This backpack offers ample storage, including a dedicated top loading laptop/tablet compartment and two liquid container pouches. The laptop/tablet compartment is padded to protect your devices. The main compartment is practical for carrying documents and folders or whatever you need for everyday use. Includes our proprietary “Protection Pocket”. Available in a variety of trim color options.

Small Plus CCW Backpack

Our small one-strap concealed carry backpack is designed for use while running, jogging, biking or riding a motorcycle. Our concealment pocket contains a holster and attaches to the interior with hook and loop material. Soft fleece lined pockets for your tablet, glasses case and accessories are also included. Available in dark blue or in our signature patriotic “We The People” design.

Small Freedom CCW Backpack

This one strap pack also contains a holster and attaches to the interior with hook and loop material. There is also plenty of room for a small tablet, cell phone, chargers and other necessities. Available in a variety of trim color options.

Apparel

We offer a wide range of concealed carry jackets, vests and coats for men and women, including our Freedom Jacket 2.0 which incorporates a significant advance in the operation of the concealment pocket. We also proudly offer patriotic apparel for the whole family, with the imprint of the American Rebel brand. Our apparel line serves as “point man” for the brand, often the first exposure that people have to all things American Rebel. Our branded apparel line is forever relevant, current and bold. We place emphasis on styling that complements our enthusiast customers’ lifestyle, representing the values of our community and quintessential American character. The American Rebel clothing line style is not only a fashion statement; it is the sense of pride of belonging to our patriotic family, on your adventures and in life. Our apparel collection consists of the following:

Cartwright Coats and Vests

Engineered for comfort, warmth, and versatility and mobility. Our Cartwright Concealed Carry Coats and Vests are designed with purpose and informed by the rugged demands of the everyday hard worker. Its quality construction and workmanship are designed to keep you warm and shielded from the elements. Left-hand and right-hand concealed pocket access provides for secure and safe concealment of your firearm with easy access on either side.

Freedom 2.0 Jackets and Vests for men and women

our lightweight jackets collection is designed with magnetic pocket closures for silent, secure and safe concealment. Our lightweight jackets are crafted to facilitate easy firearm access for both right-handed and left-handed carriers.

American Rebel T-Shirts Collection

American Rebel’s T-shirts collection is created to liberate the spirit of an endless summer inside everyone and to embrace their patriotism

Our Competitive Strengths

We believe we are moving forward on a path to long-term, sustainable growth, and our business has, and our future success will be driven by, the following competitive strengths:

●

Powerful Brand Identity – we believe we have developed a strong brand that sets us apart from our competitors. We believe this is a distinguish factor and will contribute to the future success of our business. Our brand is predicated on patriotism and quintessential American character: protecting our loved ones. We strive to equip our safes with technologically advanced features that offer customers advanced security to provide the peace of mind they need. Maintaining, protecting and enhancing the “American Rebel” brand is critical to expanding our loyal enthusiasts base, network of dealers and other partners. Through branded apparel and accessories, we seek to further develop our connection with the American Rebel community and share the values of patriotism and safety that our Company stands for. We strive to continue to meet their demand for our premium safes and will depend largely on our ability to maintain customer trust, be a gun safe storage leader and continue to provide high-quality safes,

●

Product Design and Development – our current safe model relies on what we believe are time-tested features, such as Four-Way Active Boltworks, pinning the door shut on all four sides when Three-Way Boltworks are standard in our competitors’ safes, and benefits that would not often be available in our price point, including 11-gauge US-made steel. The sleek exterior of our safes has garnered attention and earned the moniker from our dealers as the “safe with an attitude.” When we set out to enter the safe market, we wanted to offer a safe that we would want to buy, one that would get our attention and provide excellent value for the cost.

●

Focus on Product Performance - since the introduction of our first safes, we have maintained a singular focus on creating a full range of safe, quality, reliable safes that were designed to help our customers keep their family and valuables safe at all times. We incorporate advanced features into our safes that are designed to improve strength and durability. Key elements of our safes’ performance include:

Double Plate Steel Door - 4 ½” Thick

Reinforced Door Edge – 7/16” Thick

Double-Steel Door Casement

Steel Walls – 11-Gauge

Diameter Door Bolts – 1 ¼” Thick

Four-Way Active Boltworks – AR-50(14), AR-40(12), AR-30(10), AR-20(10), AR-15(8), AR-12(8)

Diamond-Embedded Armor Plate

Double Plate Steel Door is formed from two American made steel plates with fire insulation sandwiched inside. Thicker steel is placed on the outside of the door while the inner steel provides additional door rigidity and attachment for the locking mechanism and bolt works. The door edge is reinforced with up to four layers of laminated steel. This exclusive design offers up to 16 times greater door strength and rigidity than the “thin metal bent to look thick” doors.

Double-Steel Door Casement This casement is formed from two or more layers of steel and is welded around the perimeter of the door opening. It more than quadruples the strength of the door opening and provides a more secure and pry-resistant door mounting. Our manufacturer installs a Double-Steel Door Casement on all of its models. Most of our competitors do not offer the reinforced door casement.

Diamond-Embedded Armor Plate Industrial diamond is bonded to a tungsten steel alloy hard plate. Diamond is harder than either a cobalt or carbide drill. If drilling is attempted the diamond removes the cutting edge from a drill – thus dulling the drill bit to where it will not cut.

●

Trusted Brand - we believe that we have developed a trusted brand with both retailers and consumers for delivering reliable, secure safes solutions.

●

Customer Satisfaction - we believe we have established a reputation for delivering high-quality safes and personal security products in a timely manner, in accordance with regulatory requirements and our retailers’ delivery requirements and supporting our products with a consistent merchandising and marketing message. We also believe that our high level of service, combined with strong consumer demand for our products and our focused distribution strategy, produces substantial customer satisfaction and loyalty. We also believe we have cultivated an emotional connection with the brand which symbolizes a lifestyle of freedom, rugged individualism, excitement and a sense of bad boy rebellion.

●

Proven Management Team - our founder and Chief Executive Officer, Charles A. Ross, Jr., has led the expansion and focus on the select product line we offer today. We believe that Mr. Ross had an immediate and positive impact on our brand, products, team members, and customers. Under Mr. Ross’s leadership, we believe that we have built a strong brand and strengthened the management team. We are refocusing on the profitability of our products, reinforcing the quality of safes and engaging customers and drive sales. We believe our management team possess an appropriate mix of skills, broad range of professional experience, and leadership designed to drive board performance and properly oversee the interests of the Company, including our long-term corporate strategy. Our management team also reflects a balanced approach to tenure that will allow the Board to benefit from a mix of newer directors who bring fresh perspectives and seasoned directors who bring continuity and a deep understanding of our complex business.

Our Growth Strategy

Our goal is to enhance our position as a designer, producer and marketer of premium safes and personal security products. We have established plans to grow our business by focusing on three key areas: (1) organic growth and expansion in existing markets; (2) strategic acquisitions, and (3) expanding the scope of our operation activities to the dispensaries U.S. community.

We have developed what we believe is a multi-pronged growth strategy, as described below, to help us capitalize on a sizable opportunity. Through methodical sales and marketing efforts, we believe we have implemented several key initiatives we can use to grow our business more effectively. We believe we have made significant progress in 2021 in the form of nearly $200,000 in sales to first-time buyers. We also intend to opportunistically pursue the strategies described below to continue our upward trajectory and enhance stockholder value. Key elements of our strategy to achieve this goal are as follows:

Organic Growth and Expansion in Existing Markets - Build our Core Business

The cornerstone of our business has historically been our safes product offering. We are focused on continuing to develop our home, office and personal safes product lines. We are investing in adding what we believe are distinctive technology solutions to our safes.

We are also working to increase floor space dedicated to our safes and strengthen our online presence in order to expand our reach to new enthusiasts and build our devoted American Rebel community. We intend to continue to endeavor to create and provide retailers and customers with what we believe are responsible, safe, reliable and stylish products, and we expect to concentrate on tailoring our supply and distribution logistics in response to the specific demands of our customers.

We are currently developing a new model of our home and office safes. Our new safe model, which we expect to introduce at industry trade shows in early 2022, is to be built in the U.S. We expect the new planned model to include additional features, such as a reinforced door and upgraded locking mechanism, among others. We are focused on developing best in class, compelling combination of functionality, convenience and style without compromising performance of our safes. We intend to use our designing and developing processes to enhance technological and time to market advantages over incumbent safes manufacturers.

Targeted Strategic Acquisitions for Long-term Growth

Along these lines, in March of 2022 we entered into a letter of intent (“LOI”) to purchase a safe manufacturer. The final structure of the acquisition will be determined by the parties following the receipt of tax, ~~expense~~corporate and securities law advice. The acquisition will be structured as an arm’s length transaction and pursuant to the terms of the LOI the parties intend to sign a definitive agreement in respect of the acquisition on or before April 30, 2022. Under the terms of the LOI, we would acquire all of the outstanding shares of capital stock of the acquisition target, free and clear of all encumbrances for a combination of cash and stock. As part of the LOI, we gave the target a $250,000 non-refundable deposit, which will be credited to us at closing. Completion of the acquisition is subject to a number of conditions, including but not limited to the following key conditions: the target obtaining an audit of its financial statements; execution of the definitive and ancillary agreements; completion of mutually satisfactory due diligence; us obtaining sufficient financing to complete the acquisition; and receipt of all required regulatory, corporate and third-party approvals, and the fulfillment of all applicable regulatory requirements and conditions necessary to complete the acquisition.

Expanding Scope of Operations Activities Servicing Dispensaries and Brand Licensing

Further, we expect the cannabis dispensary industry to be a material growth segment for our business. Several cannabis dispensary operators have expressed interest in the opportunity to help them with their inventory locking needs. Cannabis dispensaries have various insurance requirements and local ordinances requiring them to secure their inventory when the dispensary is closed. Dispensary operators have been purchasing gun safes and independently taking out the inside themselves to allow them to store cannabis inventory. Recognizing what seems to be a growing need for cannabis dispensary operators, we have designed a safe tailor-made for the cannabis industry. With the legal cannabis hyper-growth market expected to exceed $43 billion by 2025, and an increasing number of states where the growth and cultivation of cannabis is legal (California, Colorado, Hawaii, Maine, Maryland, Michigan, Montana, New Mexico, Oregon, Rhode Island, Vermont and Washington), we believe we are well positioned to address the need of dispensaries. American Rebel has a long list of dispensary operators, growers, and processors interested in the Company’s inventory control solutions. We believe that dispensary operators, growers, and processors are another fertile new growth market for our Vault Doors products, as many in the cannabis space have chosen to install entire vault rooms instead of individual inventory control safes—the American Rebel Vault Door has been the choice for that purpose.

Further, we believe that American Rebel has significant potential for branded products as a lifestyle brand. As the American Rebel Brand continues to grow in popularity, we anticipate to generate additional revenue from licensing fees earned from third parties who wish to engage the American Rebel community. While the Company does not generate material revenues from licensing fees, our management believes the American Rebel brand name may in the future have significant licensing value to third parties that seek the American Rebel name to brand their products to market to the American Rebel target demographic. For example, a tool manufacturer that wants to pursue an alternative marketing plan for a different look and feel could license the American Rebel brand name for their line of tools and market their tools under our distinct brand. This licensee would benefit from the strong American Rebel brand with their second line of American Rebel branded tools as they would continue to sell both the line of tools under their brand. Conversely, American Rebel could potentially also benefit as a licensee of products. If American Rebel determines a third party has designed, engineered, and manufactured a product that would be a strong addition to the American Rebel catalog of products, American Rebel could license that product from the third-party and sell the licensed product under the American Rebel brand.

Competition

The safe industry is ~~based~~dominated by a small number of companies. We compete primarily on the quality, safety, reliability, features, performance, brand awareness, and price of our products. Our primary competitors Superior Safe, Champion Safe as well as certain other domestic manufacturers, as well as certain China-based manufactured safes. Safes manufactured in China, including Steelwater and Alpha-Guardian, have struggled under the import tariffs initiated under the administration of former U.S President Donald Trump and continued by the current administration. We believe that given the current substantial uncertainty related to the supply chain and delivery of international goods, we have a competitive advantage because our safes are not manufactured overseas.

Intellectual Property

Our commercial success depends in part on our ability to obtain and maintain intellectual property protection for our brand and technology, defend and enforce our intellectual property rights, preserve the confidentiality of our trade secrets, operate our business without infringing, misappropriating or otherwise violating the intellectual property or proprietary rights of third parties and prevent third parties from infringing, misappropriating or otherwise violating our intellectual property rights. We rely on a combination of patent, copyright and trade secret laws in the United States to protect our proprietary technology. We also rely on a number of United States registered, pending and common law trademarks to protect our brand “American Rebel”.

Regulation

The storage of firearms and ammunition is subject to increasing federal, state and local governmental laws. While the current legislative climate does not appear to seek to limit possession of firearms, there is apparent momentum to require safe storage of firearms and ammunition. Although our safes, which are the primary driver of our sales and revenues, are designed to protect any valuables, a significant number of our safes’ end users have traditionally been gun enthusiasts, collectors, hunters, sportsmen and competitive shooters. Therefore, we expect the increasing federal, state and local governmental regulation of gun storage to have a materially positive effect on our business.

Our Customers

We primarily market and sell our products to safe only specialty stores and independent gun stores nationwide. We also sell our products online to individuals desiring home, personal and office protection, as well as to recreational shooters and hunters. Our customers choose us for a number of reasons, including the breadth and availability of the products we offer, our extensive expertise, and the quality of our customer service.

We believe the nature of our solutions and our high-touch customer service model strengthens relationships, builds loyalty and drives repeat business as our customers’ businesses expand. In addition, we feel as if our premium product lines and comprehensive product portfolio position us well to meet our customers’ needs. Furthermore, we fully anticipate that we will be able to leverage all of the data that we are collecting from our existing customer base to make continuous improvements to our offerings and better serve our current and new customers in the future.

We intend to expand our distribution to sporting goods stores, farm and home stores, other independent retailers as well as our online customer base upon securing additional funding and setting up our first manufacturing facility.

Suppliers

We are dependent on the continued supply and manufacturing of our safes, backpacks and apparel at third-party facilities locations, which are critical to our success. Any event that causes a disruption of the operation of these facilities for even a relatively short period of time would adversely affect our ability to ship and deliver our safes and other products and to provide service to our customers. We have previously experienced, including during the first months after the spread of COVID-19 pandemic, and may in the future experience, launch and production ramp up delays for our products as a result of disruption at our suppliers manufacturing partners. Additionally, we have to date fully qualified only a very limited number of such suppliers and have limited flexibility in changing suppliers. Any disruption in the supply of our branded safes from our suppliers could limit our sales. In the long term, we intend to supplement safes manufactured by our suppliers with safes manufactured by us, which we believe will be more efficient and result in a greater manufacturing volume and under our control. Our efforts to develop and manufacture such safes, however, have required and may require significant investments, and there can be no assurance that we will be able to achieve these targets in the timeframes that we have planned or at all. If we are unable to do so, we may have to curtail our planned safes or procure additional safes from different suppliers at potentially greater costs, either of which may harm our business and operating results.

Furthermore, the cost of safes, whether manufactured by our suppliers or by us, depends in part upon the prices and availability of raw manufacturing materials such as steel, locks, fireboard, hinges, pins and other metals. The prices for these materials fluctuate and their available supply may be unstable, depending on market conditions and global demand for these materials, including as a result of increased global production of electric vehicles and energy storage products. Any reduced availability of these materials may impact our access to these parts and any increases in their prices may reduce our profitability if we cannot recoup the increased costs through increased safe prices. Moreover, any such attempts to increase product prices may harm our brand, prospects and operating results.

We currently rely on third-party suppliers to ship our products to our customers. We have found that dedicated truckloads from our warehouse to our dealers reduce freight damage and provide the overall best shipping solution. Several companies offer dedicated truckload shipping. Increased sales will offer the opportunity to establish regional distribution centers.

Sales and Marketing

We market our products to consumers through independent safe specialty stores, select national and regional retailers, local specialty firearms stores, as well as via e-commerce. We maintain consumer-focused product marketing and promotional campaigns, which include print and digital advertising campaigns; social and electronic media; product demonstrations; point-of-sales materials; in-store training; and in-store retail merchandising. Our use of social media includes Facebook, and YouTube.

Marketing Team Aligned with Sales Force to Maximize Our Industry Visibility to Drive Revenue

Our Chief Executive Officer, Charles A. Ross, is familiar to many in the industry due to his twelve years on television as the host of Maximum Archery and later American Rebel, that was broadcast on The Outdoor Channel, Sportsman Channel and the Pursuit Channel. Our Marketing and Sales teams have established American Rebel as a brand that our customers want and a brand that they are proud to embrace and bring into their homes.

Direct Marketing

In light of the expertise required to deliver and install safes that weigh 500-1000 pounds, direct marketing is utilized to create awareness and provide information. Our website, AmericanRebel.com, has proven to be a very valuable tool in introducing potential customers to our products. Infomercials and direct-to-consumer campaigns are vehicles to expand our reach at the appropriate time. Currently the demand from our current customers and future customer pool of independent safe specialty stores is high. As the Company grows and seeks out new customers to expand its customer base, direct marketing will be an asset for American Rebel. Chief Executive Officer, Charles A. Ross, was basically making infomercials to promote his Ross Archery products when he was filming Maximum Archery during the mid-2000s.

Social Media and Thought Leadership

A portion of marketing dollars from the equity raise will be directed to social media. American Rebel and Chief Executive Officer, Charles A. Ross, have large followings on social media and a dedicated social media campaign will efficiently reach large numbers of potential customers and brand adopters. We will leverage our social media assets to cross-promote locally with independent safe specialty store customers to pull out product through the sales channel. Driving demand and awareness of our products to our customers will expand their loyalty to American Rebel and increase each stores’ commitment to our brand.

Trade Shows

Trade shows have been an important medium to introducing our brand and our products. The NRA Annual Meeting, a consumer trade show, is a valuable opportunity to meet and greet our final customers. When we launched our Concealed Carry line of products at the NRA Annual Meeting in Atlanta, GA, in the Spring of 2017, the response from the meeting attendees was overwhelming. We immediately knew the product line resonated with consumers. Similarly, when we introduced our line of safes at the 2019 NRA Annual Meeting in the Spring of 2019, we knew we were on to something significant. The USCCA (United States Concealed Carry Association) has an annual Concealed Carry and Home Defense Expo. This is also an excellent opportunity to meet, greet and sell product to our final customers, the buying public. The Iowa Deer Classic and Illinois Deer Classic are carryovers from our Chief Executive Officer, Charles A. Ross’ hosting duties on Maximum Archery, but we have found that many potential safe buyers attend these shows.

Two industry-only trade shows we attend are the SHOT Show and Nation’s Best Sports (NBS) Spring and Fall Buying Markets. The SHOT Show is very high profile and a show that most movers and shakers in the firearms industry attend. Operated by the National Shooting Sports Foundation, the SHOT Show is the first trade show of the calendar year and is a great opportunity to introduce the year’s new products. NBS operates buying group shows where retailers who are members of NBS attend the Spring and Fall Market Buying shows to place orders. NBS provides an excellent base of customers for us to introduce our products to.

Paid Advertising

We will occasionally purchase paid print advertising to support editorial and events. The American Shooting Journal has been very supportive of our business has featured an interview with our Chief Executive Officer on one of past issues of the magazine.

Effects of COVID-19

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

Further, due to the effects of COVID-19, our management have reduced unnecessary marketing expenditures as part of continued efforts to adjust the Company’s operations to address changes in the ~~asset or liability for each period. If available evidence suggests that it is more likely than not that some portion or all~~safes and vault industry, and particularly to improve staff and human capital expenditures, while maintaining overall workforce levels.

Due to the substantial uncertainty related to the effects of the ~~deferred tax asset will not be realized, a valuation allowance is required~~pandemic, its duration and the related market impacts, including the economic stimulus activity, we are unable to ~~reduce~~predict the ~~deferred tax asset~~specific impact the pandemic and related restrictions (including the lifting or re-imposing of restrictions due 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 asany current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.

The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic 740 only allows the recognition of tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by taxing authorities. As of December 31, 2014 the Company reviewed its tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore this standard has not had a material effect on the Company.

~~The Company does not anticipate any significant changes to its total unrecognized tax benefits within the next 12 months.~~

~~The Company classifies tax-related penalties and net interest as income tax expense. As of December 31, 2014 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 datefuture variants of the ~~financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates.~~

~~Recent pronouncements~~

~~The Company evaluated recent accounting pronouncements through December 31, 2014 and believe that none~~COVID-19 virus or otherwise) will have ~~a material effect on the Company’s financial statements except for the following:~~

~~Amendments clarifying guidance in Topic 205, Risks and Uncertainties, are applicable to entities that have not commenced planned principal operations, which we have commenced recently.~~

~~The Company has not elected to adopt the provisions of ASU 2014-10 for the year ending December 31, 2014. The adoption of ASU 2014-10 would not have a significant impact~~ on our results of operations, liquidity or long-term financial ~~condition~~results.

Legal Proceedings

There are no proceedings to which any director or officer, or any associate of any such director or officer, is a party that is adverse to our Company or any of our subsidiaries or has a material interest adverse to our Company or any of our subsidiaries. No director or executive officer has been a director or executive officer of any business which has filed a bankruptcy petition or had a bankruptcy petition filed against it during the past ten years. No current director or executive officer has been convicted of a criminal offense or is the subject of a pending criminal proceeding during the past ten years. No current director or executive officer has been the subject of any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities during the past ten years. No current director or officer has been found by a court to have violated a federal or state securities or commodities law during the past ten years.

From time to time, however, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

Corporate History

The Company was incorporated on December 15, 2014, under the laws of the State of Nevada, as CubeScape, Inc. Effective January 5, 2017, the Company amended its articles of incorporation and changed its name to American Rebel Holdings, Inc. The Company completed a business combination with its majority stockholder, American Rebel, Inc. on June 19, 2017. As a result, American Rebel, Inc. became a wholly owned subsidiary of the Company.

The acquisition of American Rebel, Inc. was accounted for as a reverse merger. The Company issued 215,512 shares of its Common Stock and 6,250 warrants to purchase shares of Common Stock to shareholders of American Rebel, Inc. and cancelled 112,500 shares of Common Stock owned by American Rebel, Inc.

MANAGEMENT

Executive Officers and Directors

The following table provides information regarding our executive officers and directors as of April 12, 2022:

Name	Age	Position
*Executive Officers*
Charles A. Ross, Jr.	55	Chief Executive Officer, Chairman of the Board, principal executive officer and treasurer
Doug E. Grau	59	President and Director
Ronald A. Smith	60	Chief Operating Officer
John Garrison	70	Chief Financial Officer

*Non-Employee Director*

Corey Lambrecht	52	Director
Michael Dean Smith	52	Director
Ken Yonika	60	Director

Executive Officers

Charles A. Ross, Jr. has served as our Chief Executive Officer and Chairman of the Board of Directors since December 2014. Previously, Mr. Ross founded Digital Ally, Inc. (NASDAQ: DGLY). Mr. Ross’ business career includes success in broadcasting, endorsements, music, and television. A music artist and songwriter, Mr. Ross has released three CDs and his song “American Rebel” has become the theme song for American Rebel. His song “Cold Dead Hand” caught the attention of Danny “the Count” Koker and landed him on the hit TV show Counting Cars. Mr. Ross’ television and performing experience provide opportunities for him to speak about American Rebel in media interviews on radio and TV and in print and online. Our board of directors believes that Mr. Ross’ entrepreneurial background and creative marketing skills qualifies him to serve on our board of directors. Mr. Ross’ father, Bud Ross, founded Kustom Electronics and Birdview Satellites and served as a mentor and guiding force behind the founding of American Rebel.

Ronald A. Smith has served as our Chief Operating Officer since April 2021. Previously, Mr. Smith served as the Chief Executive Officer and President of LADS Pets Supplies, a pet supplies wholesale distributor in the Northeastern U.S.

Doug E. Grau has served as our President from January 2021, and as a director since February 2020. Prior to that, Mr. Grau served as our Business Operations Director. Mr. Grau currently serves as a financial advisor to Infinity Securities, a national wealth management and brokerage firm. Mr. Grau holds B.B.A. in Music Business from Belmont University.

John Garrison, who became Chief Financial Officer of the Company on completion of the February 2022 offering, has been providing accounting consulting services to the Company since 2016. From 2016 to the present, Mr. Garrison has been the sole owner of JC Garrison CPA, a business consulting firm. Mr. Garrison holds B.S. in business and accounting from Kansas State University.

Non-Employee Directors

Corey Lambrecht has had over 20 years’ experience as a public company executive and he brings broad experience in strategic acquisitions, corporate turnarounds, new business development, pioneering consumer products, corporate licensing, interactive technology services in addition to holding public company executive roles with responsibilities including day-to-day business operations, management, raising capital, board communication and investor relations. He is a Certified Director from the UCLA Anderson Graduate School of Management accredited Directors program. Since 2007 he has been a Director of CUI Global, Inc. (NASDAQ: CUI) and has served multiple terms on the Audit Committee and currently serves as the Compensation Committee Chairman. Corey Lambrecht has served on the Board of ORHub, Inc. (OTC: ORHB) since July 2016 and finished his term in December 2019. On January 17, 2020, he was appointed to serve as the Chief Financial Officer for Singlepoint, Inc. (OTC: SING) and he previously served as a Board member for Lifestyle Wireless, Inc., which, in 2012 merged into Singlepoint, Inc. In December 2011 he joined the Board of Guardian 8 Holdings, a leading non-lethal security product company, serving until early 2016. He most recently served as the President and Chief Operating Officer at Earth911 Inc., a subsidiary of Infinity Resources Holdings Company (OTC: IRHC) from January 2010 to July 2013.

Michael Dean Smith, who became an independent Director on completion of the February 2022 offering, has, since 2017, been Vice President of Industrial Maintenance, Inc. From 1997-2017, Mr. Smith served in various positions with Payless Shoe Source. Mr. Smith holds B.S. in Business Administration and Accounting from the University of Kansas, and MBA from Washburn University.

Ken Yonika, who became an independent Director on completion of the February 2022 offering, has served as Chief Executive Officer and President at Pacific Crest Equity Partners, Inc. since 2000. Mr. Yonika earned a B.B.A. from Western Connecticut State University in 1988 with a major in Accounting and a minor in Finance.

CORPORATE GOVERNANCE

Director Independence

The board of directors has reviewed the independence of our directors based on the listing standards of the Nasdaq Capital Market. Based on this review, the board of directors has determined that each of Corey Lambrecht, Michael Dean Smith and Ken Yonika are independent within the meaning of the Nasdaq Capital Market rules. In making this determination, our board of directors considered the relationships that each of these non-employee directors has with us and all other facts and circumstances our board of directors deemed relevant in determining their independence. As required under applicable Nasdaq Capital Market rules, we anticipate that our independent directors will meet in regularly scheduled executive sessions at which only independent directors are present.

Board Committees

Our Board has established the following three standing committees: audit committee; compensation committee; and nominating and governance committee, or nominating committee. Our board of directors has adopted written charters for each of these committees. Copies of the charters will be available on our website. Our board of directors may establish other committees as it deems necessary or appropriate from time to time.

The following table identifies the independent and non-independent current Board and committee members through the date of this filing:

Name

Audit

Compensation

Nominating

and Corporate Governance

Independent

Charles A. Ross, Jr.

Doug E. Grau

Corey Lambrecht

Michael Dean Smith

Ken Yonika

Audit Committee

Our board of directors established the audit committee for the purpose of overseeing the accounting and financial reporting process and audits of our financial statements. The audit committee is responsible for, among other matters:

●

appointing, compensating, retaining, evaluating, terminating, and overseeing our independent registered public accounting firm;

●

discussing with our independent registered public accounting firm the independence of its members from its management;

●

reviewing with our independent registered public accounting firm the scope and results of their audit;

●

approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm;

●

overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC;

●

reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls, and compliance with legal and regulatory requirements;

●

coordinating the oversight by our board of directors of our code of business conduct and our disclosure controls and procedures

●

establishing procedures for the confidential and/or anonymous submission of concerns regarding accounting, internal controls or auditing matters; and

●

reviewing and approving related-person transactions.

Our audit committee consists of Corey Lambrecht, Michael Dean Smith and Ken Yonika. Ken Yonika serves as the chairman. Our board of directors has affirmatively determined that each of Corey Lambrecht, Michael Dean Smith and Ken Yonika qualify as an “audit committee financial expert,” as defined by Item 407(d)(5) of Regulation S-K.

The Nasdaq Capital Market rules require us to have one independent audit committee member upon the listing of our Common Stock, a majority of independent directors within 90 days of the date of this prospectus and all independent audit committee members within one year of the date of this prospectus. Our board of directors has affirmatively determined that each of Corey Lambrecht, Michael Dean Smith and Ken Yonika meet the definition of “independent director” for purposes of serving on an audit committee under Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Nasdaq Capital Market rules.

Compensation Committee

Our board of directors has established the compensation committee for the purpose of reviewing, recommending and approving our compensation policies and benefits, including the compensation of all of our executive officers and directors. The compensation committee is responsible for, among other matters:

●

reviewing key employee compensation goals, policies, plans and programs;

●

reviewing and approving the compensation of our directors and executive officers;

●

reviewing and approving employment agreements and other similar arrangements between us and our executive officers; and

●

appointing and overseeing any compensation consultants or advisors.

Our compensation committee consists of Ken Yonika, Corey Lambrecht, and Michael Dean Smith. Corey Lambrecht serves as the chairman. In determining that each of Corey Lambrecht, Michael Dean Smith and Ken Yonika qualify as an “independent director” pursuant to Rule 10A-3 of the Exchange Act, the board of directors also considered all factors required by Rule 5605(d)(2)(A) and any other applicable regulations or rules promulgated by the SEC and the Nasdaq Capital Market rules relating to compensation committee composition.

Nominating and Corporate Governance Committee

Our board of directors has established the nominating and corporate governance committee for the purpose of assisting the board in identifying qualified individuals to become board members, in determining the composition of the board and in monitoring the process to assess board effectiveness. Our nominating committee consists of Michael Dean Smith, Ken Yonika, and Corey Lambrecht. Michael Dean Smith serves as the chairman.

Board Leadership Structure

Our Board has not adopted a formal policy regarding the separation of the offices of Chief Executive Officer and Chairman of the Board. Rather, the Board believes that different leadership structures may be appropriate for the Company at different times and under different circumstances, and it prefers flexibility in making this decision based on its evaluation of the relevant facts at any given time.

In December 2014, Mr. Ross was appointed as Chief Executive Officer and became Executive Chairman. Under our current Board leadership structure, the Chief Executive Officer is responsible for the day-to-day leadership and performance of the Company. Mr. Grau, our President, focuses on allocation of resources.

Risk Oversight

Our board of directors will oversee a company-wide approach to risk management. Our board of directors will determine the appropriate risk level for us generally, assess the specific risks faced by us and review the steps taken by management to manage those risks. While our board of directors will have ultimate oversight responsibility for the risk management process, its committees will oversee risk in certain specified areas.

Specifically, our compensation committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements, and the incentives created by the compensation awards it administers. Our audit committee oversees management of enterprise risks and financial risks, as well as potential conflicts of interests. Our board of directors is responsible for overseeing the management of risks associated with the independence of our board of directors.

Code of Business Conduct and Ethics

Our board of directors adopted a Code of Business Conduct and Ethics that applies to our directors, officers and employees. A copy of this code will be available on our website. We intend to disclose on our website any amendments to the Code of Business Conduct and Ethics and any waivers of the Code of Business Conduct and Ethics that apply to our principal executive officer, principal financial officer, principal accounting officer, controller, or persons performing similar functions.

Family Relationships

There are no family relationships among our directors and/or executive officers.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past 10 years, been involved in any legal proceedings described in subparagraph (f) of Item 401 of Regulation S-K.

Board Diversity

While we do not have a formal policy on diversity, our Board considers diversity to include the skill set, background, reputation, type and length of business experience of our Board members as well as a particular nominee’s contributions to that mix. Our Board believes that diversity promotes a variety of ideas, judgments and considerations to the benefit of our Company and stockholders. Although there are many other factors, the Board primarily focuses on public company board experience, knowledge of the safes and concealed self-defense products industry, or background in finance or technology, and experience operating growing businesses.

Communication with our Board

Although the Company does not have a formal policy regarding communications with the Board, stockholders may communicate with the Board by writing to us at American Rebel Holdings, Inc., at 718 Thompson Lane, Suite 108-199, Nashville, TN, 37204, Attention: Corporate Secretary. Stockholders who would like their submission directed to a member of the Board may so specify, and the communication will be forwarded, as appropriate.

EXECUTIVE AND DIRECTOR COMPENSATION

Our named executive officers, who consist of our principal executive officer and our next two most highly compensated executive officers, for the year ended December 31, 2021 were:

●

Charles A. Ross, Jr., our Chief Executive Officer;

●

Doug E. Grau, our President, and

The following table sets forth the salaries and director fees we paid to our current executive officer(s) during the fiscal year ended December 31, 2021 and 2020, respectively:

SUMMARY COMPENSATION TABLE
		Salary		Bonus		Stock Awards			All Other Compensation			Total
Name and principal position	Year		($)		($)		($)			($)			($)
(a)	(b)		(c)		(d)		(e)			(i)			(j)
Charles A. Ross, Jr. ⁽¹⁾	2021		200,000		-		393,490	(2)		-			593,490
CEO	2020		-		-		-			180,250	(3)		180,250

Doug E. Grau⁽⁴⁾	2021		120,000		-		393,490	(2)		-			513,490
President	2020		-		-		-			120,000	(3)		120,000

Ronald A. Smith⁽⁵⁾	2021		-		-		247,000	(5)		-			247,000
COO

(1)

During the years ended December 31, 2020, the Company had no formal employment arrangement with Mr. Ross for services. Mr. Ross’ compensation was not based on any percentage calculations. The board made all decisions determining the amount and timing of payment for his compensation. On January 1, 2021, the Company entered into a five-year employment agreement with Mr. Ross, with a base annual salary of $180,000.

	(2)	Deemed value of 26,813 shares of Common Stock issued on March 24, 2021 pursuant to the LTIP, 50,000 shares of Common Stock issued on April 9, 2021 pursuant to an employment agreement, and 9,416 shares of Common Stock issued on August 3, 2021 pursuant to the LTIP.

	(3)	Represents cash compensation paid to the named executive officer.

(4)

Mr. Grau was appointed as an officer on February 12, 2020. Prior to such appointment, Mr. Grau worked for the Company as a non-executive officer. On January 1, 2021, the Company entered into a five-year employment agreement with Mr. Grau, with a base annual salary of $120,000.

(5)

Mr. Smith was appointed as COO and the Company entered into a two-year employment agreement with Mr. Smith on April 9, 2021, with no cash salary; however, Mr. Smith was issued 59,375 shares of Common Stock, with a deemed value of $247,000, pursuant to the employment agreement.

Named Executive Officer Employment Agreements

Charles A. Ross, Jr. Employment Agreement and Amendment

In general, Mr. Ross’ employment agreement contains provisions concerning terms of employment, voluntary and involuntary termination, indemnification, severance payments, and other termination benefits, in addition to a non-compete clause and certain other perquisites.

The original term of Mr. Ross’ employment agreement runs from January 1, 2021, until December 31, 2025.

Mr. Ross’ employment agreement provides for an initial annual base salary of $180,000, which may be adjusted by the board of directors of the Registrant. Pursuant to the amendment to his employment agreement, dated April 9, 2021, Mr. Ross agreed to reduce his salary to $6,667 per month for a six-month period.

In addition, Mr. Ross is eligible to receive annual short-term incentive bonuses as determined by a review at the discretion of the Registrant’s board of directors.

Further, the Registrant granted and issued Mr. Ross 50,000 shares of Series A Preferred Stock. Pursuant to the amendment to his employment agreement, the Registrant authorized for issuance 50,000 shares of Common Stock to Mr. Ross.

In the event of a termination of employment with the Registrant by the Registrant without “cause” or by Mr. Ross for “Good Reason” (as defined in the employment agreement), Mr. Ross would receive: (i) a lump sum payment equal to all earned but unpaid base salary through the date of termination of employment; (ii) a lump sum payment equal to 12-months base salary; and (iii) immediate vesting of all equity awards (including but not limited to stock options and restricted shares).

In the event of a termination of employment with the Registrant by the Registrant for “cause” (as defined in the employment agreement), by reason of incapacity, disability or death, Mr. Ross, or his estate, would receive a lump sum payment equal to all earned but unpaid base salary through the date of termination of employment, disability or death.

In the event of a termination of Mr. Ross’ employment with the Registrant by reason of change in control (as defined in the employment agreement), Mr. Ross, would receive: (i) a lump sum payment equal to all earned but unpaid base salary through the date of termination of employment; (ii) a lump sum payment equal 12- months’ salary plus 100% of his prior year’s Bonus; and (iii) and immediate vesting of all equity awards (including but not limited to stock options and restricted shares).

The above description of Mr. Ross’ employment agreement is qualified in its entirety by reference to the full text of that agreement, a copy of which was attached as Exhibit 10.2 to the Form 8-K filed on March 2, 2021. A copy of the amendment to Mr. Ross’ employment agreement is attached hereto as Exhibit 10.36.

Doug E. Grau Employment Agreement and Amendment

In general, Mr. Grau’s employment agreement contains provisions concerning terms of employment, voluntary and involuntary termination, indemnification, severance payments, and other termination benefits, in addition to a non-compete clause and certain other perquisites.

The original term of Mr. Grau’s employment agreement runs from January 1, 2021, until December 31, 2025.

Mr. Grau’s employment agreement provides for an initial annual base salary of $120,000, which may be adjusted by the board of directors of the Registrant. Pursuant to the amendment to his employment agreement, dated April 9, 2021, Mr. Grau agreed to reduce his salary to $6,667 per month for a six-month period.

In addition, Mr. Grau is eligible to receive annual short-term incentive bonuses as determined by a review at the discretion of the Registrant’s board of directors.

Further, the Registrant granted and issued Mr. Grau 50,000 shares of Series A Preferred Stock. Pursuant to the amendment to his employment agreement, the Registrant authorized for issuance 50,000 shares of Common Stock to Mr. Grau.

In the event of a termination of employment with the Registrant by the Registrant without “cause” or by Mr. Grau for “Good Reason” (as defined in the employment agreement), Mr. Grau would receive: (i) a lump sum payment equal to all earned but unpaid base salary through the date of termination of employment; (ii) a lump sum payment equal to 12-months base salary; and (iii) immediate vesting of all equity awards (including but not limited to stock options and restricted shares).

In the event of a termination of employment with the Registrant by the Registrant for “cause” (as defined in the employment agreement), by reason of incapacity, disability or death, Mr. Grau, or his estate, would receive a lump sum payment equal to all earned but unpaid base salary through the date of termination of employment, disability or death.

In the event of a termination of Mr. Grau’s employment with the Registrant by reason of change in control (as defined in the employment agreement), Mr. Grau, would receive: (i) a lump sum payment equal to all earned but unpaid base salary through the date of termination of employment; (ii) a lump sum payment equal 12- months’ salary plus 100% of his prior year’s Bonus; and (iii) and immediate vesting of all equity awards (including but not limited to stock options and restricted shares).

The above description of Mr. Grau’s employment agreement is qualified in its entirety by reference to the full text of that agreement, a copy of which was attached as Exhibit 10.2 to the Form 8-K filed on March 2, 2021. A copy of the amendment to Mr. Grau’s employment agreement is attached hereto as Exhibit 10.37.

Ronald A. Smith Employment Agreement

In general, Mr. Smith’s employment agreement contains provisions concerning terms of employment, voluntary and involuntary termination, indemnification, severance payments, and other termination benefits, in addition to a non-compete clause and certain other perquisites.

The original term of Mr. Smith’s employment agreement runs from April 9, 2021, until June 30, 2023.

Mr. Smith will not be paid a salary for his services.

In addition, Mr. Smith is eligible to receive annual short-term incentive bonuses as determined by a review at the discretion of the Registrant’s board of directors.

Further, the Registrant authorized for issuance 59,375 shares of Common Stock to Mr. Smith.

In the event of a termination of employment with the Registrant by the Registrant without “cause” or by Mr. Smith for “Good Reason” (as defined in the employment agreement), Mr. Smith would receive immediate vesting of all equity awards (including but not limited to stock options and restricted shares).

In the event of a termination of Mr. Smith’s employment with the Registrant by reason of change in control (as defined in the employment agreement), Mr. Smith, would receive: (i) a lump sum payment equal to 100% of his prior year’s Bonus; and (ii) and immediate vesting of all equity awards (including but not limited to stock options and restricted shares).

The above description of Mr. Smith’s employment agreement is qualified in its entirety by reference to the full text of that agreement, a copy of which is attached as Exhibit 10.34 hereto.

Executive Incentive Program

On January 1, 2021, our board of directors approved the establishment of the 2021 Long-Term Equity Incentive Plan (“LTIP”). The LTIP is intended to enable us to continue to attract able directors, employees, and consultants and to provide a means whereby those individuals upon whom the responsibilities rest for successful administration and management of the Company, and whose present and potential contributions are of importance, can acquire and maintain Common Stock ownership, thereby strengthening their concern for our welfare. The aggregate maximum number of shares of Common Stock (including shares underlying options) that may be issued under the LTIP, pursuant to awards of Restricted Shares or Options, will be limited to 10% of the outstanding shares of Common Stock, which calculation shall be made on the first trading day of each new fiscal year. For fiscal year 2021, up to 94,372 shares of Common Stock are available for participants under the LTIP. The number of shares of Common Stock that are the subject of awards under the LTIP which are forfeited or terminated, are settled in cash ~~flow.~~in lieu of shares of Common Stock or in a manner such that all or some of the shares covered by an award are not issued to a participant or are exchanged for awards that do not involve shares will again immediately become available to be issued pursuant to awards granted under the LTIP. If shares of Common Stock are withheld from payment of an award to satisfy tax obligations with respect to the award, those shares of Common Stock will be treated as shares that have been issued under the LTIP and will not again be available for issuance under the LTIP. In March of 2021, we authorized the grant and issuance of 53,625 shares of Common Stock under the LTIP to On January 1, 2021, we adopted a long-term incentive plan and in March of 2021 made two grants totaling 53,625 shares of Common Stock under such plan.

~~NOTE 2 – GOING CONCERN~~

Options Exercised and Stock Vested Table

None of the named executive officers exercised any stock options, nor were there any restricted stock units held by our named executive officers vested, during the fiscal years ended December 31, 2021, and December 31, 2020.

Outstanding Equity Awards at Fiscal Year-end Table

None of the named executive officers held any unexercised options and unvested stock awards previously awarded as of December 31, 2020.

Potential Payments upon Termination or Change-in-Control

SEC regulations state that we must disclose information regarding agreements, plans or arrangements that provide for payments or benefits to our executive officers in connection with any termination of employment or change in control of the company. During the year ended December 31, 2020, we did not have any employment agreements with any of our executive officers, nor any compensatory plans or arrangements resulting from the resignation, retirement or any other termination of any of our executive officers, from a change-in-control, or from a change in any executive officer’s responsibilities following a change-in-control. However, on January 1, 2021, we entered into employment agreements with Charles A. Ross, Jr. and Doug E. Grau and on April 9, 2021, we entered into an employment agreement with Ronald A. Smith. All of these agreements provide for certain payments to be made in the event of a termination of their employment agreements by reason of change in control (as defined in the employment agreements). Each of them would receive: (i) a lump sum payment equal to all earned but unpaid base salary through the date of termination of employment (not applicable to Smith and LaVista as they receive no salary); (ii) a lump sum payment equal 12- months’ salary (not applicable to Smith and LaVista as they receive no salary) plus 100% of his prior year’s bonus; and (iii) and immediate vesting of all equity awards (including but not limited to stock options and restricted shares).

Rule 10b5-1 Sales Plans

Our directors and executive officers may adopt written plans, known as Rule 10b5-1 plans, in which they will contract with a broker to buy or sell our common shares on a periodic basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or officer when entering into the plan, without further direction from them. The director or officer may amend a Rule 10b5-1 plan in some circumstances and may terminate a plan at any time. Our directors and executive officers also may buy or sell additional shares outside of a Rule 10b5-1 plan when they are not in possession of material nonpublic information subject to compliance with the terms of our insider trading policy. Prior to the expiration of the restricted period (as defined in the section titled “Shares Eligible for Future Sales”), subject to early termination, the sale of any shares under such plan is prohibited by the lock-up agreement that the director or officer has entered into with the underwriters. See “Underwriters” for more information.

Compensation of Directors

We do not have any standard arrangement for compensation of our directors for any services provided as director, including services for committee participation or for special assignments. We did not compensate any of our directors for their services.

Retirement Plans

We do not offer any annuity, pension, or retirement benefits to be paid to any of our officers, directors, or employees in the event of retirement.

PRINCIPAL STOCKHOLDERS

Except as specifically noted, the following table sets forth information with respect to the beneficial ownership of our Common Stock of:

	●	each of our directors and executive officers; and

	●	each person known to us to beneficially own more than 5% of our Common Stock on an as-converted basis.

The calculations in the table below are based on 4,741,321 shares of Common Stock issued and outstanding as of March 31, 2022.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days, including through the exercise of any option, warrant or other right or the conversion of any other security. These shares, however, are not included in the computation of the percentage ownership of any other person.

Unless otherwise indicated, the address for each beneficial owner listed in the table below is c/o American Rebel Holdings, Inc., 718 Thompson Lane, Suite 108-199, Nashville, Tennessee 37204.

Title of Class (1)	Beneficial Owner	Amount of Beneficial Ownership Before the Offering		Percent Beneficially Owned Before the Offering			Amount of Beneficial Ownership After the Offering		Percent Beneficially Owned After the Offering
Named Executive Officers:
Common Stock	Charles A. Ross, Jr. (1)		176,916		3.73	%		176,916		3.73	%
Common Stock	Doug E. Grau (1)		148,729		3.14	%		148,729		3.14	%
Common Stock	Ronald A. Smith (2)		218,125		4.60	%		218,125		4.60	%
Common Stock	John Garrison*		13,613		* %			13,613		*
Directors:
Common Stock	Corey Lambrecht *		12,500		* %			12,500		*
Common Stock	Michael Dean Smith *		0		0	%
Common Stock	Kenneth Yonika *		2,500		* %			2,500		*
Officers and Directors as a group (7 persons)			572,382		12.07	%		572,382		12.07	%

*	Less than 1%.

	(1)	Does not include 50,000 shares of Series A Preferred Stock, whereby each share is entitled to cast one thousand (1,000) votes for each share held of the Series A Preferred Stock on all matters presented to the stockholders of the Company for stockholder vote.

	(2)	Includes 25,000 five-year warrants to purchase shares of Common Stock at $8.00 per share. Does not include 25,000 shares of Common Stock pledged as security for a bridge loan agreement dated April 9, 2021.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

The following includes a summary of transactions since January 1, 2019 to which we have been a party in which the amount involved exceeded or will exceed $120,000, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are described under “Executive and Director Compensation.” We also describe below certain other transactions with our directors, executive officers and stockholders.

Charles A. Ross, Jr. serves as the Company’s Chief Executive Officer and a director. In September 2019, Mr. Ross received a grant of 34,063 shares of Common Stock. On March 24, 2021, pursuant to the Company’s Long-Term Incentive Plan, Mr. Ross received 26,813 shares of Common Stock. On April 9, 2021, the Company entered into an amendment to the employment agreement with Charles A. Ross, Jr. and authorized the issuance of 50,000 shares of Common Stock to Mr. Ross. On August 3, 2021, pursuant to the Company’s Long-Term Incentive Plan, Mr. Ross received 9,416 shares of Common Stock.

Ronald Smith serves as the Company’s COO and on April 9, 2021, the Company entered into an employment agreement with Mr. Smith and authorized the issuance of 59,375 shares of Common Stock. On April 9, 2021, the Company entered into a Bridge Loan agreement with Mr. Smith and issued 25,000 warrants to purchase shares of the Company’s Common Stock at an exercise price of $8.00 per share with a five-year term. Prior to joining the Company as COO on April 9, 2021, Mr. Smith was issued 12,500 shares of Common Stock as a component of a six-month Promissory Note dated July 15, 2019. Mr. Smith was issued 12,500 shares of Common Stock as a component of a six-month Promissory Note dated August 29, 2019. Mr. Smith was issued 25,000 shares of Common Stock as a component of a six-month Promissory Note dated September 5, 2019. On February 17, 2020, the Company issued 1,250 shares of Common Stock to Mr. Smith as a component of a new note dated February 17, 2020. On March 6, 2020, Mr. Smith received 75,000 shares of Common Stock as a conversion of outstanding principal and interest of Promissory Notes dated February 17, 2020, August 29, 2019, and September 5, 2019. Also on March 6, 2020, Mr. Smith was issued 12,500 shares of Common Stock as a component of a Promissory Note. Mr. Smith was issued 37,500 shares of Common Stock as a component of a Promissory Note dated March 26, 2020.

Doug Grau is the Company’s President. In September 2019, Mr. Grau received a grant of 37,500 shares of Common Stock. On March 24, 2021, pursuant to the Company’s Long-Term Incentive Plan, Mr. Grau received 26,813 shares of Common Stock. On April 9, 2021, the Company entered into an amendment to the employment agreement with Doug Grau and authorized the issuance of 50,000 shares of Common Stock to Mr. Grau. On August 3, 2021, pursuant to the Company’s Long-Term Incentive Plan, Mr. Grau received 9,416 shares of Common Stock.

Corey Lambrecht is an independent director of the Company’s Board of Directors. On March 24, 2021, the Company authorized 6,250 shares of Common Stock to Mr. Lambrecht for services.

Kenneth Yonika will join the board as an independent director of the Company’s Board of Directors upon the closing of the Offering. In March 2019, Mr. Yonika received 1,250 shares of Common Stock for services.

John Garrison will assume the role of the Company’s Chief Financial Officer upon the closing of the Offering. In September 2019, Mr. Garrison received a grant of 2,500 shares of Common Stock. On October 1, 2021, pursuant to the Company’s Long-Term Incentive Plan, Mr. Garrison received 6,250 shares of Common Stock.

DESCRIPTION OF OUR SECURITIES

General

The following description summarizes the most important terms of our securities. This summary does not purport to be complete and is qualified in its entirety by the provisions of our Second Amended and Restated Articles of Incorporation, Certificate of Designation of the Series A Preferred Stock (the “Series A COD”), Certificate of Designation of the Series B Preferred Stock (the “Series B COD”), and our Amended and Restated Bylaws, copies of which have been filed as exhibits to the registration statement of which this prospectus is a part. You should refer to our Second Amended and Restated Articles of Incorporation, including the Series A COD and the Series B COD, our Amended and Restated Bylaws, and the applicable provisions of the Nevada Revised Statutes for a complete description of our capital stock. Our authorized capital stock consists of (i) 600,000,000 shares of Common Stock, par value $0.001 per share, and (ii) 10,000,000 shares of preferred stock, par value $0.001 per share.

As of March 31, 2022 there were 4,741,321 shares of our Common Stock outstanding. Our Board is authorized, without stockholder approval, except as otherwise may be required by the applicable listing standards of a national securities exchange or any applicable laws, to issue additional shares of our authorized capital stock.

Common Stock

Dividend Rights

Subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of our Common Stock are entitled to receive dividends out of funds legally available if our Board, in its discretion, determines to declare and pay dividends and then only at the times and in the amounts that our Board may determine.

Voting Rights

Holders of our Common Stock are entitled to one vote for each share held on all matters properly submitted to a vote of stockholders on which holders of Common Stock are entitled to vote. We have not provided for cumulative voting for the election of directors in our Certificate of Incorporation. The directors are elected by a plurality of the outstanding shares entitled to vote on the election of directors.

No Preemptive or Similar Rights

Our Common Stock is not entitled to preemptive rights, and is not subject to conversion, redemption or sinking fund provisions.

Right to Receive Liquidation Distributions

If we become subject to a liquidation, dissolution or winding-up, the assets legally available for distribution to our stockholders would be distributable ratably among the holders of our Common Stock and any participating preferred stock outstanding at that time, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights of and the payment of liquidation preferences, if any, on any outstanding shares of preferred stock.

Preferred Stock

Our Board is authorized, subject to limitations prescribed by Nevada law, to issue preferred stock in one or more series, to establish from time-to-time the number of shares to be included in each series, and to fix the designation, powers, preferences and rights of the shares of each series and any of its qualifications, limitations or restrictions, in each case without further vote or action by our stockholders. Our Board can also increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares then outstanding) the number of shares of any series of preferred stock, without any further vote or action by our stockholders. Our Board may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of our Common Stock or other series of preferred stock. The issuance of preferred stock, while providing flexibility in connection with possible financings, acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in our control of our company and might adversely affect the market price of our Common Stock and the voting and other rights of the holders of our Common Stock.

As of the date of this prospectus, the shares of our designated preferred stock that will be outstanding will be 100,000 shares of Series A Preferred Stock and 75,143 of Series B Preferred Stock.

Series A Preferred Stock

No Maturity, Sinking Fund or Mandatory Redemption

The Series A Preferred Stock (the “Existing Series A Preferred Stock”) has no stated maturity and will not be subject to any sinking fund or mandatory redemption. Shares of the Existing Series A Preferred Stock will remain outstanding indefinitely unless we decide to redeem or otherwise repurchase them.

Dividend Rights

Holders of shares of the Existing Series A Preferred Stock are not entitled to receive any dividends.

Voting Rights

Holders of the Existing Series A Preferred Stock are entitled to vote together with the holders of our Common Stock on an as-converted basis. Each Existing Series A Preferred Stock is entitled to cast one thousand (1,000) votes for each share held of the Existing Series A Preferred stock.

Conversion Rights

While the Certificate of Designation is named “Certificate of Designation of Series A Convertible Preferred Stock”, the Company’s Existing Series A Preferred Stock is not convertible into shares of Common Stock of the Company or redeemable by either the Company or another person.

Series B Preferred Stock

No Maturity, Sinking Fund or Pre-Determined Mandatory Redemption

The Series B (the “Existing Series B Preferred Stock”) has no stated maturity and will not be subject to any sinking fund or pre-determined mandatory redemption. Shares of the Existing Series B Preferred Stock will remain outstanding indefinitely unless we decide to redeem or otherwise repurchase them, or the holders decide to convert them.

Dividend Rights

Holders of shares of the Existing Series B Preferred Stock are not entitled to receive any dividends.

Voting Rights

Holders of the Existing Series B Preferred Stock shall not have any voting rights, except in the case of voting on a change in the preferences of the Existing Series B Preferred Stock shares.

Conversion Rights

Each holder of the Existing Series B Preferred Stock is entitled to convert any portion of the outstanding shares of Existing Series B Preferred Stock held by such holder into validly issued, fully paid and non-assessable shares of our Common Stock Each share of the Existing Series B Preferred Stock is convertible into our Common Stock at the conversion rate of 1 share of Existing Series B Preferred Stock to 1.25 shares of Common Stock, subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our Common Stock. Should the Company issue a redemption notice the conversion shall occur on or prior to the fifth (5^th) day prior to the redemption date, as may have been fixed in any redemption notice with respect to the Existing Series B Preferred Stock shares, at the office of the Company or any transfer agent for such stock.

Liquidation Preference

The Existing Series B Preferred Stock has senior liquidation preference rights compared to the Common Stock. Upon a liquidation, the Existing Series B Preferred Stock shares are entitled to receive cash based upon a stated value per share of $7.00.

Fractional Shares

No fractional shares of our Common Stock will be issued upon any conversion of the Existing Series B Preferred Stock. If the conversion would result in the issuance of a fraction of a share of Common Stock, the number of shares of Common Stock issuable upon such conversion will be rounded up to the nearest whole share.

Anti-Takeover Effects of Various Provisions of Nevada Law

Provisions of the Nevada Revised Statutes, and our articles of incorporation and bylaws, as amended, could make it more difficult to acquire us by means of a tender offer, a proxy contest or otherwise, or to remove incumbent officers and directors. These provisions, summarized below, would be expected to discourage certain types of takeover practices and takeover bids our Board may consider inadequate and to encourage persons seeking to acquire control of us to first negotiate with us. We believe that the benefits of increased protection of our ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us will outweigh the disadvantages of discouraging takeover or acquisition proposals because, among other things, negotiation of these proposals could result in an improvement of their terms.

Warrants

Overview. The following summary of certain terms and provisions of the Warrants offered hereby is not complete and is subject to, and qualified in its entirety by, the provisions of the warrant agency agreement between us and Action Stock Transfer, as the Warrant Agent, and the form of warrant, both of which are filed as exhibits to the registration statement of which this prospectus is a part. Prospective investors should carefully review the terms and provisions set forth in the warrant agency agreement, including the annexes thereto, and form of warrant.

The Warrants issued in this offering entitle the registered holder to purchase shares of Common Stock at a price equal to $5.81 per share, subject to adjustment as discussed below, immediately following the issuance of such warrant and terminating at 5:00 p.m., New York City time, five years after their original issuance.

The exercise price and number of shares of Common Stock issuable upon exercise of the Warrants may be adjusted in certain circumstances, including in the event of a stock dividend or recapitalization, reorganization, merger or consolidation. However, the Warrants will not be adjusted for issuances of Common Stock at prices below its exercise price.

Exercisability. The Warrants are exercisable at any time after their original issuance and at any time up to the date that is five (5) years after their original issuance. The Warrants may be exercised upon surrender of the Warrant certificate on or prior to the expiration date at the offices of the Warrant Agent, with the exercise form on the reverse side of the Warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified or official bank check payable to us, for the number of Warrants being exercised. Under the terms of the Warrant Agreement, we must use our best efforts to maintain the effectiveness of the registration statement and current prospectus relating to Common Stock issuable upon exercise of the Warrants until the expiration of the Warrants. If we fail to maintain the effectiveness of the registration statement and current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants, the holders of the Warrants shall have the right to exercise the Warrants solely via a cashless exercise feature provided for in the Warrants, until such time as there is an effective registration statement and current prospectus.

Exercise Limitation. A holder may not exercise any portion of a Warrant to the extent that the holder, together with its affiliates and any other person or entity acting as a group, would own more than 4.99% of the outstanding shares of Common Stock after exercise, as such percentage ownership is determined in accordance with the terms of the Warrant, except that upon prior notice from the holder to us, the holder may waive such limitation up to a percentage not in excess of 9.99%.

Exercise Price. The exercise price per whole share of shares of Common Stock purchasable upon exercise of the Warrants is $5.81. The exercise price is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our shares of Common Stock and also upon any distributions of assets, including cash, stock or other property to our stockholders.

Fractional Shares. No fractional shares of Common Stock will be issued upon exercise of the Warrants. As to any fraction of a share which the holder would otherwise be entitled to purchase upon such exercise, the Company will round up or down, as applicable, to the nearest whole share.

Transferability. Subject to applicable laws, the Warrants may be offered for sale, sold, transferred or assigned without our consent.

Warrant Agent; Global Certificate. The Warrants will be issued in registered form under a warrant agency agreement between the Warrant Agent and us. The Warrants shall initially be represented only by one or more global warrants deposited with the Warrant Agent, as custodian on behalf of The Depository Trust Company (DTC) and registered in the name of Cede & Co., a nominee of DTC, or as otherwise directed by DTC.

Fundamental Transactions. In the event of a fundamental transaction, as described in the Warrants and generally including any reorganization, recapitalization or reclassification of our shares of Common Stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 51% of our outstanding shares of Common Stock, or any person or group becoming the beneficial owner of 51% of the voting power represented by our outstanding Common Stock, the holders of the Warrants will be entitled to receive the kind and amount of securities, cash or other property that the holders would have received had they exercised the Warrants immediately prior to such fundamental transaction.

Rights as a Stockholder. The Warrant holders do not have the rights or privileges of holders of shares of Common Stock or any voting rights until they exercise their Warrants and receive shares of Common Stock. After the issuance of shares of Common Stock upon exercise of the Warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.

Governing Law. The Warrants and the warrant agency agreement are governed by Nevada law.

Pre-funded Warrants

Overview. The following summary of certain terms and provisions of the Pre-funded Warrants included in the Pre-funded Units that are being offered hereby is not complete and is subject to, and qualified in its entirety by, the provisions of the Pre-funded Warrants, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part. Prospective investors should carefully review the terms and provisions of the form of Pre-funded Warrant for a complete description of the terms and conditions of the Pre-funded Warrants.

Exercisability. The Pre-funded Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of our Common Stock purchased upon such exercise. A holder (together with its affiliates) may not exercise any portion of a Pre-funded Warrant to the extent that the holder would own more than 4.99% of the outstanding Common Stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to us, the holder may increase the amount of ownership of outstanding stock after exercising the holder’s Pre-funded Warrants up to 9.99% of the number of shares of our Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-funded Warrants. Purchasers of Pre-funded Units in this offering may also elect prior to the issuance of the Pre-funded Units to have the initial exercise limitation set at 9.99% of our outstanding Common Stock.

Exercise Limitation. A holder may not exercise any portion of a Pre-funded Warrant to the extent that the holder, together with its affiliates and any other person or entity acting as a group, would own more than 4.99% of the outstanding shares of Common Stock after exercise, as such percentage ownership is determined in accordance with the terms of the Pre-funded Warrant, except that upon prior notice from the holder to us, the holder may waive such limitation up to a percentage not in excess of 9.99%.

Exercise Price. The exercise price per whole share of shares of Common Stock purchasable upon exercise of the Pre-funded Warrants is $0.01. The exercise price is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our shares of Common Stock and also upon any distributions of assets, including cash, stock or other property to our stockholders.

Fractional Shares. No fractional shares of Common Stock will be issued upon exercise of the Pre-funded Warrants. As to any fraction of a share which the holder would otherwise be entitled to purchase upon such exercise, the Company will round up or down, as applicable, to the nearest whole share.

Transferability. Subject to applicable laws, the Pre-funded Warrants may be offered for sale, sold, transferred or assigned without our consent.

Warrant Agent; Global Certificate. The Pre-funded Warrants will be issued in registered form under a warrant agency agreement between the Warrant Agent and us. The Pre-funded Warrants shall initially be represented only by one or more global warrants deposited with the Warrant Agent, as custodian on behalf of The Depository Trust Company (DTC) and registered in the name of Cede & Co., a nominee of DTC, or as otherwise directed by DTC.

Fundamental Transactions. In the event of a fundamental transaction, as described in the Pre-funded Warrants and generally including any reorganization, recapitalization or reclassification of our shares of Common Stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 51% of our outstanding shares of Common Stock, or any person or group becoming the beneficial owner of 51% of the voting power represented by our outstanding Common Stock, the holders of the Warrants will be entitled to receive the kind and amount of securities, cash or other property that the holders would have received had they exercised the Pre-funded Warrants immediately prior to such fundamental transaction.

Rights as a Stockholder. The Pre-funded Warrant holders do not have the rights or privileges of holders of shares of Common Stock or any voting rights until they exercise their Pre-funded Warrants and receive shares of Common Stock. After the issuance of shares of Common Stock upon exercise of the Pre-funded Warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.

Governing Law. The Pre-funded Warrants and the warrant agency agreement are governed by Nevada law.

Transfer Agent, Warrant Agent and Registrar

Action Stock Transfer will act as the registrar, transfer agent, warrant agent and dividend and redemption price disbursing agent in respect of the Warrants. The principal business address of 2469 E. Fort Union Blvd., Suite 214, Salt Lake City, UT 84121.

SHARES ELIGIBLE FOR FUTURE SALE

Future sales of substantial amounts of our Common Stock in the public market, including shares issued upon the exercise of outstanding options or warrants, or upon debt conversion, or the anticipation of these sales, could adversely affect market prices prevailing from time to time and could impair our ability to raise capital through sales of equity securities.

Upon completion of this offering, we estimate that we will have 4,741,321 outstanding shares of our Common Stock, assuming no further conversions of preferred stock, no exercise of outstanding options or warrants, and no sale of shares reserved for the underwriter.

Sale of Restricted Securities

The shares of our Common Stock sold pursuant to this offering will be registered under the Securities Act or 1933, as amended, and therefore freely transferable, except for our affiliates. Our affiliates will be deemed to own “control” securities that are not registered for resale under the registration statement covering this prospectus. Individuals who may be considered our affiliates after this offering include individuals who control, are controlled by or are under common control with us, as those terms generally are interpreted for federal securities law purposes. These individuals may include some or all of our directors and executive officers. Individuals who are our affiliates are not permitted to resell their shares of our Common Stock unless such shares are separately registered under an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act is available, such as Rule 144.

Rule 144

In general, under Rule 144 as currently in effect, a person (or persons whose shares are aggregated), including an affiliate, who beneficially owns “restricted securities” (i.e., securities that are not registered by an effective registration statement) of a “reporting company” may not sell these securities until the person has beneficially owned them for at least six months. Thereafter, affiliates may not sell within any three-month period a number of shares in excess of the greater of: (i) 1% of the then outstanding shares of Common Stock as shown by the most recent report or statement published by the issuer; and (ii) the average weekly reported trading volume in such securities during the four preceding calendar weeks.

Sales under Rule 144 by our affiliates will also be subject to restrictions relating to manner of sale, notice and the availability of current public information about us and may be affected only through unsolicited brokers’ transactions.

Persons not deemed to be affiliates who have beneficially owned “restricted securities” for at least six months but for less than one year may sell these securities, provided that current public information about the Company is “available,” which means that, on the date of sale, we have been subject to the reporting requirements of the Exchange Act for at least 90 days and are current in our Exchange Act filings. After beneficially owning “restricted securities” for one year, our non-affiliates may engage in unlimited re-sales of such securities.

Shares received by our affiliates in this offering or upon exercise of stock options or upon vesting of other equity-linked awards may be “control securities” rather than “restricted securities.” “Control securities” are subject to the same volume limitations as “restricted securities” but are not subject to holding period requirements.

Rule 701

Rule 701 generally allows a stockholder who purchased shares of the Company’s Common Stock pursuant to a written compensatory plan or contract and who is not deemed to have been an affiliate of the Company during the immediately preceding 90 days to sell these shares in reliance upon Rule 144, but without being required to comply with the public information, holding period, volume limitation, or notice provisions of Rule 144. Rule 701 also permits affiliates of the Company to sell their Rule 701 shares under Rule 144 without complying with the holding period requirements of Rule 144. All holders of Rule 701 shares, however, are required to wait until 90 days after the date of this prospectus before selling such shares pursuant to Rule 701 and until expiration of the lock-up period described below.

Lock-Up Agreements

In connection with this offering, the Company, and its officers, directors and certain stockholders have agreed to a “lock-up” period from the closing of this offering, with respect to the shares that they beneficially own, including shares issuable upon the exercise of convertible securities and options that are currently outstanding or which may be issued. This means that, for a period of one hundred eighty (180) days (in the case of our executive officers and directors) and three hundred sixty (360) days (in the case of us, our 5% stockholders, and our stockholders receiving shares pursuant to automatic conversions or exchange agreements) following the closing of this offering, such persons may not offer, sell, pledge or otherwise dispose of these securities without the prior written consent of the underwriters. The 180-day or 360-day, as the case may be, restricted period is subject to extension upon certain events and the terms of the lock-up agreements may be waived at the underwriters’ discretion. The lock-up restrictions, specified exceptions and the circumstances under which the 180-day or 360-day, as the case may be, lock-up period may be extended are described in more detail under “Underwriting.”

LEGAL MATTERS

The validity of the Securities offered hereby, and other certain legal matters, will be passed upon for us by Lucosky Brookman, LLP. We have filed a copy of this opinion as an exhibit to the registration statement in which this prospectus is included. Seward & Kissel LLP, One Battery Park Plaza New York, New York 10004 is acting as counsel to the underwriters.

EXPERTS

The audited consolidated financial statements of the Company and its subsidiaries as of and for the years ended December 31, 2021 and 2020, included in this prospectus have been so included in reliance on the report of BF Borgers CPA, P.C., independent registered public accounting firm, upon the authority of said firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the Units and the shares of Common Stock and Warrants offered by this prospectus as part of the Units. This prospectus, which constitutes a part of the registration statement, does not contain all the information set forth in the registration statement, some of which is contained in exhibits to the registration statement as permitted by the rules and regulations of the SEC. For further information with respect to us, the Common Stock and the Warrants, we refer you to the registration statement, including the exhibits filed as a part of the registration statement. Statements contained in this prospectus concerning the contents of any contract or any other documents are summaries only of the material provisions of such documents, and each statement is qualified in its entirety by reference to the full text of the applicable document filed with the SEC.

We file annual reports, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.

We also maintain a website at www.americanrebel.com. All of our reports filed with the SEC (including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and proxy statements) are accessible through the Investor Relations section of our website, free of charge, as soon as reasonably practicable after electronic filing. The reference to our website in this prospectus is an inactive textual reference only and is not a hyperlink. The contents of our website are not part of this prospectus, and you should not consider the contents of our website in making an investment decision with respect to our securities.

AMERICAN REBEL HOLDINGS, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

2020 Audited Financial Statements

Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets as of December 31, 2021 and 2020	F-3
Consolidated Statements of Operations for the years ended December 31, 2021 and 2020	F-4
Consolidated Statement of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 2021 and 2020	F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2021 and 2020	F-6
Notes to Consolidated Financial Statements	F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of American Rebel Holdings, Inc.:

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of American Rebel Holdings, Inc. (the “Company”) as of December 31, 2021, and 2020 and the related consolidated statements of operations, shareholders’ equity, and cash flows for the two years in the period ended December 31, 2021, and the related notes and schedules (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and 2020, and the results of its operations and its cash flows for the two years in the period ended December 31, 2021, and 2020, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Matter

The accompanying financial statements have been prepared assuming that the Company will continue as a going ~~concern, which contemplates~~concern. As discussed in Note 2 to the recoverability of assets and the satisfaction of liabilities in the normal course of business. As noted above, the Company is in the development stage and, accordingly, has not yet generated revenues from operations. Since inception,financial statements, the Company has ~~been engaged in financing activities and executing~~suffered recurring losses from operations that raises substantial doubt about its business plan of operations and incurring costs and expenses related to its planned direct public offering. As a result, the Company incurred accumulated net loss from Inception (December 15, 2014) through December 31, 2014 of ($6,610). The Company’s development activities since inception have been sustained through debt financing and the deferral of payments on accounts payable and other expenses.

~~The~~ ability ~~of the Company~~ to continue as a going ~~concern is dependent upon its ability~~concern. Management’s plans in regard to ~~raise capital from the sale of its common stock and, ultimately, the achievement of significant operating revenues. These~~these matters are also described in Note 2. The 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 the outcome of this uncertainty.

~~NOTE 3 – RELATED PARTY TRANSACTIONS~~Basis for Opinion

~~The~~These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company ~~recorded compensation expense of $6,000 recognized through the issuance of shares of common stock~~Accounting Oversight Board (United States) (PCAOB) and are required to our founder for organizational services. This was recorded for the period Inception (December 31, 2014) through December 31, 2014. The Company recorded $24,000 of intangible and tangible assets purchased from our founder on January 15, 2015 (see Note 8 – Subsequent Events).

~~NOTE 4 –NONRELATED PARTY NOTE PAYABLE~~

~~For the period ended December 31, 2014,~~be independent with respect to the Company ~~executed a promissory note~~in accordance with ~~a nonrelated party in~~ the ~~amount of $610. The unsecured note payable bear interest at 0% per annum~~U.S. federal securities laws and ~~is due upon demand.~~

~~NOTE 5 – INCOME TAXES~~

~~At December 31, 2014,~~ the ~~Company had a net operating loss carryforward of $6,610 which begins to expire in 2034.~~

~~Components of net deferred tax asset, including a valuation allowance, are as follows at December 31, 2014:~~

2014
Deferred tax asset:

     Net operating loss carryforward

$
2,314
          Total deferred tax asset

2,314
Less: Valuation allowance

(2,314)
     Net deferred tax asset

$
-

~~Valuation allowance for deferred tax assets as of December 31, 2014 was $2,314. In assessing the recovery~~applicable rules and regulations of the ~~deferred tax asset, management considers whether it is more likely than not that some portion or all~~Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the ~~deferred tax asset will not be realized. The ultimate realization~~PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of the deferred tax asset is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not deferred tax assets will not be realized as of December 31, 2014 and recognized a full valuation allowance for the period.

~~Reconciliation between statutory rate and the effective tax rate for both periods and as of December 31, 2014:~~


~~Federal statutory rate~~	~~(35.0)~~	%
~~State taxes, net of federal benefit~~	~~(0.00)~~	%
~~Change in valuation allowance~~	~~35.0~~	%
~~Effective tax rate~~	~~0.0~~	%

~~NOTE 6 – SHARE CAPITAL~~

material misstatement, whether due to error or fraud. The Company is ~~authorized~~not required to ~~issue 100,000,000 shares~~have, nor were we engaged to perform, an audit of its ~~$0.001 par value common stock and 1,000,000 shares~~internal control over financial reporting. As part of ~~its $0.001 par value preferred stock.~~

~~Common stock~~

~~On December 15, 2014,~~our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the ~~Company issued to its founder,~~purpose of expressing an ~~officer and director~~opinion on the effectiveness of the ~~Company, 6,000,000 shares~~Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of ~~its $0.001 par value common stock at~~material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a ~~price~~test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of ~~$0.001 per share~~the financial statements. We believe that our audit provide a reasonable basis for ~~services provided upon organization. The services~~our opinion.

Critical Audit Matter

Critical audit matters are matters arising from the current-period audit of the financial statements that were ~~valued at $6,000.~~

On January 15, 2015, the Company issued to its founder 3,000,000 shares of its $0.001 par value common stock at a price of $0.008 per share for certain intangible assets and tangible assets. Mr. David Estus, our sole officer and director, incurred far more than $50,000 in developingcommunicated or ~~acquiring the intangible and tangible assets for which the Company valued at $24,000 (see Note 9 – Subsequent Events)~~

~~At December 31, 2014, there were 6,000,000 shares of common stock issued and outstanding.~~

~~For the period from Inception (December 15, 2014) through December 31, 2014 there were no other issuances of common stock by the Company.~~

~~NOTE 7 – WARRANTS AND OPTIONS~~

~~As of December 31, 2014, there were no warrants or options outstanding to acquire any additional shares of common stock.~~

~~NOTE 8 – SUBSEQUENT EVENTS~~

~~During January 2015 the Company acquired certain intangible assets from our founder which consisted of a business plan, artistic designs, stock photography~~required to be ~~used in its cubicle design business, along with various costs related~~communicated to the ~~development of internal-use software~~audit committee and that (1) relate to be used in its operations. In addition the Company acquired certain tangible assets from our founder which consisted of network servers, computers and other computer components, a graphic designer’s workstation and other office furniture which both our founder and as-needed software developers and designers will use in creating product and services for our operations. Total value attributableaccounts or disclosures that are material to the ~~tangible~~financial statements and ~~intangible assets purchased by the Company was $24,000. Total value represents an amount less than actual costs paid for by~~(2) involved our ~~founder. Our founder has incurred~~especially challenging, subjective, or ~~spent more than $50,000 over a period of time dating back to 2007 to further develop and refine~~complex judgments. We determined that there are no critical audit matters.

/s/ BF Borgers CPA PC

BF Borgers CPA PC

We have served as the Company’s ~~business plan and operations.~~auditor since 2020

On April 7, 2015, the Company executed two notes payable with nonrelated parties in the amount of $5,000 each for a total of $10,000. The loans bear interest at 0% per annum and are due and payable upon demand. On May 28, 2015, the Company modified one of these notes payable for an additional $1,000 in funding. The funds were used for general working capital purposes.Lakewood, CO

March 31, 2022

F-2

~~CUBESCAPE,~~

AMERICAN REBEL HOLDINGS, INC.

AUDITED CONSOLIDATED BALANCE SHEETS


		June 30, 2015 (unaudited)		December 31,2014 (audited)	December 31, 2021			December 31, 2020
ASSETS

CURRENT ASSETS:
Cash and cash equivalents					$	17,607		$	60,899
Accounts Receivable						100,746			176,844
Prepaid expense	$	1,000	$	-		163,492			48,640
Inventory						685,854			681,709
Inventory deposits						-			141,164
Total Current Assets		1,000		-		967,699			1,109,256

Property and Equipment, net		2,852		-		900			5,266

Intangible Assets, net		15,648		-

OTHER ASSETS:
Deferred offering costs		10,000		-
Lease Deposit						-			6,841
Investment						-			-
Total Other Assets		10,000		-		-			6,841

TOTAL ASSETS	$	29,500	$	-	$	968,599		$	1,121,363

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

CURRENT LIABILITIES:
Accounts payable and accrued expense	$	27,800	$	-	$	1,032,264		$	540,168
Related party loan		3,000		-
Nonrelated party loans		11,610		610
Accrued Interest – Convertible Debenture – Related Party						203,972			603,471
Loan – Officer - Related party						10,373			4,526
Loan – Working Capital						3,879,428			4,672,096
Loans - Nonrelated parties						12,939			15,649
Total Current Liabilities						5,138,976			5,835,910

Convertible Debenture –Related party						-			297,890
TOTAL LIABILITIES		42,410		610		5,138,976			6,133,800

STOCKHOLDERS’ EQUITY (DEFICIT):
Preferred stock, $0.001 par value; 1,000,000 shares authorized; none issued or outstanding		-		-
Common stock, $0.001 par value; 100,000,000 shares authorized; 9,000,000 and 6,000,000 shares issued and outstanding as of June 30, 2015 and December 31, 2014, respectively		9,000		6,000
Preferred stock, $0.001 par value; 10,000,000 shares authorized; 376,501, and 0 issued and outstanding, respectively at December 31, 2021 and December 31, 2020						-			-
Preferred Shares A						100
Preferred Shares B						277			-
Common Stock, $0.001 par value; 600,000,000 shares authorized; 1,597,370 and 910,100 issued and outstanding, respectively at December 31, 2021 and December 31, 2020						1,597			910
Additional paid in capital		21,000		-		22,797,306			15,857,366
Accumulated deficit		(42,910)		(6,610)		(26,969,657	)		(20,870,713	)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		(12,910)		(610)		(4,170,377	)		(5,012,437	)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	29,500	$	-	$	968,599		$	1,121,363

See Notes to Financial Statements.

F-3

~~CUBESCAPE,~~

AMERICAN REBEL HOLDINGS, INC.

AUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

For the three months
ended
June 30, 2015
(unaudited)

For the six months
ended
June 30, 2015
(unaudited)
Revenue
$
-
$
-
Cost of revenue

-

-
Gross margin

-

-

Expenses:

Officer compensation

-

-
Development costs – internal use software

13,000

19,200
Administrative and other costs

8,800

11,600
Amortization and depreciation expense

4,000

5,500
Organization expense

-

-
Loss before income tax

25,800

36,300

Provision for income tax

-

-
Net loss
$
(25,800)
$
(36,300)
Basic and diluted loss per share
$
(0.00)
$
(0.00)
Weighted average common shares outstanding - basic and diluted

9,000,000

8,750,000

	For the year ended December 31, 2021			For the year ended December 31, 2020
Revenue	$	986,826		$	1,255,703
Cost of goods sold		812,130			952,511
Gross margin		174,696			303,192

Expenses:
Consulting – business development		2,012,803			529,094
Product development costs		330,353			320,472
Marketing and brand development costs		171,030			390,294
Administrative and other		968,306			1,773,529
Depreciation expense		3,643			61,724
Total operating expenses		3,486,135			3,075,113
Operating income (loss)		(3,311,439	)		(2,771,921	)

Other Income (Expense)
Interest expense		(2,061,782	)		(2,292,957	)
Loss on Extinguishment of Debt		(725,723	)		(916,204	)
Net income (loss) before income tax provision		(6,098,944	)		(5,981,082	)
Provision for income tax		-			-
Net income (loss)	$	(6,098,944	)	$	(5,981,082	)
Basic and diluted income (loss) per share	$	(4.85	)	$	(7.93	)
Weighted average common shares outstanding - basic and diluted		1,258,000			754,000

See Notes to Financial Statements.

F-4

~~CUBESCAPE,~~AMERICAN REBEL HOLDINGS, INC.

AUDITED CONSOLIDATED STATEMENT OF ~~STOCKHOLDERS'~~STOCKHOLDERS’ DEFICIT

	Common Stock		Common Stock Amount		Preferred Stock Amount		Additional Paid-in Capital			Accumulated Deficit			Total

Balance – December 31, 2019-		538,276	$	538	$	-	$	11,942,077		$	(14,889,631	)	$	(2,947,016	)
Common Stock issued as compensation.		371,824		372				3,915,289			-			3,915,661

Net loss		-		-		-		-			(5,981,082	)		(5,981,082	)

Balance – December 31, 2020-		910,100	$	910		-	$	15,857,366		$	(20,870,713	)	$	(5,012,437	)

Common Stock issued as compensation.		546,292		546				2,501,899			-			2,502,445
Issue of Preferred Stock Series A						100		(100	)					0
Sale of Preferred Stock Series B						50		547,455			-			547,505
Conversion of debt		96,336		96		227		2,691,618			-			2,691,941
Warrants issued as compensation								974,113						974,113
Sale of Common Stock		44,643		45				224,955			-			225,000

Net loss		-		-				-			(6,098,944	)		(6,098,944	)

Balance – December 31, 2021-		1,597,370	$	1,597	$	377	$	22,797,306		$	(26,969,657	)	$	(4,170,377	)

Common
Stock

Common
Stock
Amount

Additional
Paid-in
Capital

Accumulated
Deficit

Total
Balance – December 15, 2014 (inception) shares issued for organization services – officers compensation
6,000,000
$
6,000
$
-
$
-
$
6,000

Net loss
-

-

-

(6,610)

(6,610)
Balance – December 31, 2014 (audited)
6,000,000

6,000

-

(6,610)

(610)

Shares issued for intangible and tangible assets – January 15, 2015
3,000,000

3,000

21,000

-

24,000

Net loss
-

-

-

(36,300)

(36,300)

Balance – June 30, 2015 (unaudited)
9,000,000
$
9,000
$
21,000
$
(42,910)
$
(12,910)

See Notes to Financial Statements.

F-5

~~CUBESCAPE,~~AMERICAN REBEL HOLDINGS, INC.

AUDITED CONSOLIDATED STATEMENT OF CASH FLOWS

	For the year ended December 31, 2021			For the year ended December 31, 2020

CASH FLOW FROM OPERATING ACTIVITIES:
Net income (loss)	$	(6,098,944	)	$	(5,981,082	)
Depreciation		3,643			61,724
Compensation paid through issuance of Common Stock		3,476,559			2,786,931
Amortization of loan discount		1,262,109			708,975
Adjustments to reconcile net loss to cash (used in) operating activities:
Accounts Receivable		75,334			54,938
Prepaid Expenses		(8,010	)		254,160
Inventory		(4,145	)		124,137
Inventory Deposits		141,164			(49,524	)
Accounts Payable and Accrued Expense		304,445			65,102
Net Cash (Used in) Operating Activities		(847,845	)		(1,974,639	)

CASH FLOW FROM INVESTING ACTIVITIES:
Property and equipment purchased		-			-
Net Cash (Used in) Investing Activities		-			-

CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from sale of common and preferred stock		772,505			-
Proceeds (repayments) of loans – officer - related party		35,548			51,083
Proceeds of working capital loan		2,244,100			2,869,171
Repayment of loans – nonrelated party		(2,247,600	)		(1,016,372	)
Net Cash Provided by Financing Activities		804,553			1,903,882

CHANGE IN CASH		(43,292	)		(70,757	)

CASH AT BEGINNING OF PERIOD		60,899			131,656

CASH AT END OF PERIOD	$	17,607		$	60,899

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for:
Interest	$	214,798		$	168,834
Income taxes	$	-		$	-

Non-cash investing and financing activities:
Conversion of Debt to Equity	$	2,691,940-		$	-

For the six months
ended
June 30, 2015
(unaudited)

CASH FLOW FROM OPERATING ACTIVITIES:

Net loss
$
(36,300)
Amortization

5,500
Shares issued for compensation

-
Adjustments to reconcile net loss to cash (used in) operating activities:

Change in prepaid expense

(1,000)
Change in deferred offering expense

(10,000)
Change in accounts payable

27,800
Net Cash (Used in) Operating Activities

(14,000)
CASH FLOW FROM INVESTING ACTIVITIES

-
CASH FLOW FROM FINANCING ACTIVITIES:

Loans from nonrelated parties

11,000
Loan from related party

3,000
Net Cash Provided by Financing Activities

14,000
CHANGE IN CASH

-
CASH AT BEGINNING OF PERIOD

-
CASH AT END OF PERIOD
$
-

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Cash paid for:

Interest
$
-
Income taxes
$
-

Non-cash investing and financing activities:

Stock issued for acquisition of tangible and intangible assets
$
24,000

See Notes to Financial Statements.

F-6

~~CUBESCAPE,~~

AMERICAN REBEL HOLDINGS, INC.

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE 30, 2015 (UNAUDITED)~~DECEMBER 31, 2020

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

The ~~Company~~“Company” was incorporated on December 15, 2014 (date of inception) under the laws of the State of Nevada, as CubeScape, Inc. Effective January 5, 2017, the Company amended its articles of incorporation and changed its name to American Rebel Holdings, Inc. The Company completed a business combination with its majority stockholder, American Rebel, Inc. on June 19, 2017. As a result, American Rebel, Inc. became a wholly owned subsidiary of the Company.

The acquisition of American Rebel, Inc. was accounted for as a reverse merger. The Company issued 217,763 shares of its Common Stock and issued warrants to purchase 6,250 shares of Common Stock to shareholders of American Rebel, Inc. and cancelled 112,500 shares of Common Stock owned by American Rebel, Inc.

The Company filed a registration statement on Form S-1 which was declared effective by the U.S. Securities and Exchange Commission on October 14, 2015. Twenty six (26) investors invested at a price of $0.80 per share for a total of $60,000. The direct public offering closed on December 11, 2015.

Nature of operations

The Company is developing a branded products in the self-defense, safe storage and patriotic product areas that utilizes panoramic vinyl wall graphics generated on a proprietary interactive design portal. The proprietary interactive portal is designed to assist the consumer or end-user in creating wall or cubicle panel art, upgrading and/or enhancing plain home, officeare promoted and ~~cubicle work space with a new approach to workplace aesthetics.~~sold using personal appearance, music, internet and television avenues. The Company’s ~~product will consist of high resolution wall graphics made from professional art, designs, stock-photos and/or user (consumer) provided images that are integrated into unique backdrop. Graphics~~products will be ~~constructed~~under the American Rebel Brand and imprinted.

Principles of ~~quality vinyl and low-tack adhesive for ease of application and replacement but durable.~~Consolidation

~~Interim financial statements (June 30, 2015 (unaudited)) and basis of presentation~~

The ~~accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in~~Consolidated Financial Statements include the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by 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 in conjunction with the financial statementsaccounts of the Company ~~for the period ended December 31, 2014~~ and ~~notes thereto contained elsewhere.~~its majority-owned subsidiary. All significant intercompany accounts and transactions have been eliminated.

Year end

The Company’s year-end is December 31.

F-7

Cash and cash equivalents

~~Revenue recognition~~Inventory and Inventory Deposits

~~We recognize revenue when all~~

Inventory consists of safes, backpacks, jackets and accessories manufactured to our design and held for resale and are carried at the lower of cost (First-in, First-out Method) or market value. The Company determines the estimate for the reserve for slow moving or obsolete inventories by regularly evaluating individual inventory levels, projected sales and current economic conditions. The Company also makes deposit payments on inventory to be manufactured that are carried separately until the goods are received into inventory.

Fixed assets and depreciation

Property and equipment are stated at cost net of accumulated depreciation. Additions and improvements are capitalized while ordinary maintenance and repair expenditures are charged to expense as incurred. Depreciation is recorded by the straight-line method over the estimated useful life of the ~~following conditions~~asset, which ranges from five to seven years.

Revenue recognition

In accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), revenues are ~~satisfied: (1) there~~recognized when control of the promised goods or services is ~~persuasive evidence of~~transferred to our clients, in an ~~arrangement; (2)~~amount that reflects the ~~product or service has been provided~~consideration to which the ~~consumer; (3) the amount of fees~~Company expects to be ~~paid by~~entitled in exchange for those goods and services. To achieve this core principle, the ~~consumer is fixed~~Company applies 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 ~~determinable; and (4)~~as the ~~collection of our fees or product revenue is probable.~~company satisfies a performance obligation.

The Company ~~will record~~adopted this ASC on January 1, 2018. Although the new revenue ~~when it~~standard is ~~realizable~~expected to have an immaterial impact, if any, on the Company’s ongoing net income, the Company did implement changes to our processes related to revenue recognition and ~~earned and product have been shipped to~~ the ~~consumers or that our service has been rendered to the consumer.~~control activities within them.

Advertising costs

Advertising costs are ~~anticipated to be~~ expensed as incurred; ~~however there~~Marketing costs incurred were ~~no advertising costs~~ $171,030 and $390,294 for the ~~three months or six months~~years ended ~~June 30, 2015,~~December 31, 2021 and 2020, respectively.

~~F-16~~

Fair value of financial instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, ~~2014~~2021 and ~~June 30, 2015 (unaudited),~~December 31, 2020, respectively. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, ~~deferred offering costs~~ and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are ~~short term~~short-term in nature and their carrying amounts approximate fair values or they are payable on demand.

F-8

Stock-based compensation

F-9

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~~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~~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 ~~all of~~ 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.

The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic 740 only allows the recognition of tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by taxing authorities. As of December 31, ~~2014~~2021 and ~~June 30, 2015 (unaudited),~~December 31, 2020, the Company reviewed its tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore this standard has not had a material effect on the Company.

The Company does not anticipate any significant changes to its total unrecognized tax benefits within the next 12 months.

The Company classifies tax-related penalties and net interest as income tax expense. For the ~~three month~~years ended December 31, 2021 and ~~six month periods ended June 30, 2015,~~2020, respectively, no income tax expense has been recorded.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates.

Right of Use Assets and Lease Liabilities

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

F-10

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 evaluated recent accounting pronouncements through ~~June 30, 2015~~December 31, 2021 and believes that none have a material effect on the Company’s financial ~~statements except for~~statements.

Concentration Risk

In 2021, the ~~following.~~

~~In June~~Company purchased a substantial portion (over 20%) of ~~2014~~inventory from two third-party vendors. As of December 31, 2021, the ~~Financial Accounting Standards Board issued Accounting Standards Update ASU 2014-10, “Elimination~~net amount due to the vendors (accounts payable and accrued expense) was $0. Similarly, as of ~~Certain Financial Reporting Requirements, Including an Amendment~~December 31, 2020, the net amount due to ~~Variable Interest Entities Guidance in Topic 810, Consolidation” (“ASU 2014-10”)~~the vendors (accounts payable and accrued expenses) was also $0. ~~Amendments in ASU 2014-10 remove the definition~~The loss of a development stage entity from the master glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The Company has adopted the provisions of ASU 2014-10 for the period ending June 30, 2015. The adoption of ASU 2014-10 did not have a significant impact on our results of operations, financial condition or cash flow.

In August, 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entities Ability to continue as a Going Concern. The standard is intended to define management's responsibility to decide whether there is substantial doubt about an organization's ability to continue as a going concern and to provide related footnote disclosures. The standard requires management to decide whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued. The standard provides guidance to an organization's management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations in the footnotes. The standard becomes effective for the annual period ending after December 15, 2016, with early application permitted. The adoption of this pronouncement is not expected tothese manufacturing vendor relationships could have a material ~~impact~~effect on ~~our financial statements. Management's evaluations regarding~~ the ~~events and conditions~~Company, but the Company believes there are numerous other suppliers that ~~raise substantial doubt regarding the Company's ability to continue as a going concern have been disclosed in Note 2 below.~~could be substituted should these suppliers become unavailable or non-competitive.

~~Amendments clarifying guidance in Topic 205, Risks and Uncertainties, are applicable to entities that have not commenced planned principal operations, which we have commenced recently.~~

NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. As noted above, the Company is in the development stage and, accordingly, has not yet generated significant revenues from operations. Since inception, the Company has been engaged in financing activities and executing its business plan of operations and incurring costs and expenses related to ~~its planned direct~~developing products and market identity, obtaining inventory and preparing for public ~~offering.~~product launch. As a result, the Company incurred ~~accumulated~~ net ~~losses~~income (losses) for the ~~six month period~~years ended ~~June 30 2015 (unaudited) and from Inception (December 15, 2014) through~~ December 31, ~~2014~~2021, and 2020 of ($~~36,300)~~ 6,098,944) and ($~~6,610)~~5,981,082), respectively. The Company’s accumulated deficit was ($26,969,657) as of December 31, 2021, and ($20,870,713) as of December 31, 2020. The Company’s working capital deficit was ($4,171,277)as of December 31, 2021, and a deficit of ($4,726,654) as of December 31, 2020. In addition, the Company’s development activities since inception have been sustained through equity and debt financing and the deferral of payments on accounts payable and other expenses.

The ability of the Company to continue as a going concern is dependent upon its ability to raise capital from the sale of its ~~common stock~~equity and, ultimately, the achievement of ~~significant~~ operating revenues. Management believes holders of its warrants will execute their outstanding warrants generating investment capital for the Company. Management is also in discussion with several investment banks and broker dealers regarding the initiation of a capital campaign.

Management believes sufficient funding can be secured through the obtaining of loans, as well as future offerings of its preferred and Common Stock to institutional and other financial sources. However, no assurance can be given that the Company will obtain this additional working capital, or if obtained, that such funding will not cause substantial dilution its stockholders. If the Company is unable to secure such additional funds from these sources, it may be forced to change or delay its business plan rollout.

F-11

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

Note 3- INVENTORY AND DEPOSITS

Inventory and deposits include the following:

SCHEDULE OF INVENTORY AND DEPOSITS

	December 31, 2021		December 31, 2020

Inventory - Finished goods	$	685,854	$	681,709
Inventory deposits		-		141,164
Total Inventory and deposits	$	685,854	$	822,873

NOTE 34 – ~~INTANGIBLE ASSETS~~PROPERTY AND ~~ASSET PURCHASE~~EQUIPMENT

~~Intangible assets with finite lives are amortized over their estimated useful life. The Company monitors conditions related to these assets to determine whether events~~

Inventory and circumstances warrant a revision to the remaining amortization period. The Company tests its intangible assets with finite lives for potential impairment whenever management concludes events or changes in circumstances indicate that the carrying amount may not be recoverable. The original estimate of an asset's useful life and the impact of an event or circumstance on either an asset's useful life or carrying value involve significant judgment.

During January 2015 the Company acquired certain intangible assets from our founder which consisted of a business plan, artistic designs, stock photography to be used in its cubicle design business, along with various costs related to the development of internal-use software to be used in its operations. In addition the Company acquired certain tangible assets from our founder which consisted of network servers, computers and other computer components, a graphic designer’s workstation and other office furniture which both our founder and as-needed software developers and designers will use in creating product and services for our operations. Total value attributable to the tangible and intangible assets purchased by the Company was $24,000. Total value represents an amount less than actual costs paid for by our founder. Our founder has incurred or spent more than $50,000 over a period of time dating back to 2007 to further develop and refine the Company’s business plan and operations.

~~Intangible assets includes~~deposits include the following:

June 30,
2015

December 31,
2014

(unaudited)

(audited)
Intangible assets consisting of certain development costs and purchased software for design and graphics

$

20,300

$
-
Less: Accumulated amortization

(4,652)

( -)
Net property and equipment

$
15,648

$
-

SCHEDULE OF PROPERTY AND EQUIPMENT

	2021			2020
Property and equipment include the following:

	December 31, 2021			December 31, 2020

Marketing equipment	$	32,261		$	32,261
Vehicles		277,886			277,886
Property and equipment gross		310,147			310,147
Less: Accumulated depreciation		(309,247	)		(304,881	)
Net property and equipment	$	900		$	5,266

For the ~~three month~~years ended December 31, 2021, and ~~six month periods ended June 30, 2015 (unaudited)~~2020 we recognized ~~$2,538~~ $3,643 and ~~$4,652~~ $61,724 in ~~amortization~~depreciation expense, respectively. ~~The acquired intangible assets were placed in service on January 15~~^th~~, 2015.~~ We ~~amortize~~depreciate these assets over a period of ~~twenty-four (24)~~sixty (60) months which has been deemed ~~its~~their useful life. In January 2016 we acquired three vehicles from related parties and assumed the debt secured by the vehicles as described at Note 7 – Notes Payable. Accordingly, the recorded cost of each vehicle is the amount of debt assumed under each related loan, or a total of $277,886.

~~NOTE 4 – PROPERTY AND EQUIPMENT~~

~~Property and equipment includes the following:~~

June 30,
2015

December 31,
2014

(unaudited)

(audited)
Computers and equipment

$
2,000

$
-
Furniture and workstations

1,700

-

3,700

-
Less: Accumulated depreciation

(848)

( -)
Net property and equipment

$
2,852

$
-

~~For the three month and six month periods ended June 30, 2015 (unaudited) we recognized $462 and $848 in depreciation expense, respectively. The acquired assets were placed in service on January 15~~^th~~, 2015 (see Note 3 - Intangible Assets and Asset Purchase). We amortize these assets over a period of twenty-four (24) months which has been deemed its useful life.~~

NOTE 5 ~~–RELATED~~–RELATED PARTY NOTE PAYABLE AND RELATED PARTY TRANSACTIONS

For the ~~period~~year ended ~~June 30, 2015 (unaudited),~~December 31, 2016, the Company ~~executed~~received loans from its sole officer and director at the time totaling $221,155. The balance at December 31, 2020 was $4,496. During the year ended December 31, 2021, the Company repaid $4,496 of these loans resulting in a ~~promissory note with~~balance at December 31, 2021 of $0.

During the year ended December 31, 2016, the Company acquired three vehicles from various related parties and assumed the debt secured by each one of the vehicles. Accordingly, the recorded value for each vehicle is the total debt assumed under each related loan, or a ~~related party in~~total of $277,886. (See Note 7 – Notes Payable.)

F-12

Charles A. Ross, Jr. serves as the ~~amount~~Company’s Chief Executive Officer and director. Compensation for Mr. Ross was $200,000 plus stock awards of ~~$1,500. The unsecured note payable bears interest at 0% per annum~~$393,490 and ~~is due upon demand.~~

~~The Company recorded rent expense of $1,500 and $3,000 (included in Administrative and other costs)~~$180,000, respectively for the ~~three month~~years ended December 31, 2021 and ~~six month periods~~2020.

During the year ended ~~June 30, 2015 (unaudited), respectively. The Company rents office space from its founder on a month-to-month lease for $500 per month. This includes all utilities~~December 31, 2018, holders of convertible debentures exercised their rights to convert the debt of $2,060,000 and ~~other incidental costs associated with operating the office space in which~~accrued interest of $280,529 to ~~house the Company’s computing equipment and its headquarters.~~

~~The Company recorded compensation expense of $6,000 recognized through the issuance of~~4,681,058 shares of common ~~stock~~stock. Of the total amount borrowed under the convertible debt and exercise of warrants, $2,664,787 was loaned to ~~our founder~~American Rebel, Inc., the Company’s former majority stockholder and now the Company’s wholly owned subsidiary, as a working capital loan to pay its operating expenses including legal, accounting, product development, brand expansion, and marketing costs. This loan is eliminated in consolidation.

During the three months ended September 30, 2021, debentures with a face amount of $205,000 plus accrued interest was converted to equity. The discounted balance of Convertible Debentures as of September 30, 2021 was $0.

NOTE 6 – NOTES PAYABLE – NON-RELATED PARTIES

Effective January 1, 2016, the Company acquired three vehicles from various related parties in exchange for ~~organizational services. We recorded this expense during~~ the ~~period Inception (December 31, 2014) through~~assumption of the liabilities related to those vehicles. The liabilities assumed are as follows at December 31, ~~2014. During the six months ended June 30, 2015 the Company recorded $24,000 of intangible~~2021 and ~~tangible assets purchased from our founder on January 15, 2015 (see Note 3 - Intangible Assets~~December 31, 2020.

SCHEDULE OF NOTES PAYABLE TO NON-RELATED PARTIES

	December 31,		December 31,
	2021		2020

Loan secured by a tour bus, payable in monthly payments of $1,426 including interest at 12% per annum through January 2023 when the remaining balance is payable.	$	12,939	$	15,649

Total recorded as current liability	$	12,939	$	15,649

Current and ~~Asset Purchase).~~

~~NOTE 6 –NONRELATED PARTY NOTES PAYABLE~~

For the period ended June 30, 2015 (unaudited), the Company executed promissory notes with three nonrelated parties in the amounts $5,000, $5,000 and $1,610, respectively. The unsecured notes payable bear interest at 0% per annum and arelong-term portion. Total loan balance is reported as current because loan was past due and ~~payable upon demand.~~is expected to be repaid within one year.

F-13

NOTE 7 – ~~DEFERRED OFFERING COSTS~~NOTES PAYABLE – WORKING CAPITAL

~~Deferred offering costs consist principally~~During the year ending December 31, 2020, the Company and the Company’s wholly-owned operating subsidiary completed the sale of ~~accounting, legal~~additional short term notes and ~~other fees incurred through~~extensions of short term notes under similar terms in the ~~balance sheet date that~~additional principal amount totaling $2,869,171. The notes are ~~directly related~~secured by a pledge of certain of the Company’s current inventory and the Chief Executive Officer’s personal guaranty.These short term working capital notes mature in 30-180 days.In connection with these notes, the Company issued 215,948 shares of its Common Stock, warrants to purchase 31,875 shares of its Common Stock. The fair value of these share incentives was calculated to be $1,660,112. The fair value of the share incentives was recorded as a discount to the ~~proposed common stock offering. Deferred offering costs related~~note payable and the discount was amortized over the term of those agreements to interest expense using the straight-line method that approximates the effective interest method. Interest expense recorded as a result of amortization of discount for the year ended December 31, 2020 is $1,411,203.

During the year ended December 31, 2020, the Company and the Company’s wholly-owned operating subsidiary completed the conversion of short term notes with a face value of $1,080,000 and accrued interest to 121,250 shares of Common Stock with a fair value of $1,651,900, resulting in a Loss on Extinguishment of Debt of $916,204.

During the year ending December 31, 2021, the Company and the Company’s wholly-owned operating subsidiary completed the sale of additional short term notes and extensions of short term notes under similar terms in the additional principal amount totaling $2,244,100. The notes are secured by a pledge of certain of the Company’s current inventory and the chief executive officer’s personal guaranty. These short-term working capital notes mature in 30-180 days. In connection with these notes, the Company issued 546,292 shares of its Common Stock, warrants to purchase 662,713 shares of its Common Stock. The fair value of these share incentives was calculated to be $1,437,432. The fair value of the share incentives was recorded as a discount to the ~~common stock offering will offset proceeds~~note payable and the discount was amortized over the term of those agreements to interest expense using the straight-line method that approximates the effective interest method. Interest expense recorded as ~~equity if~~a result of amortization of discount for the ~~transaction~~year ended December 31, 2021 is $1,261,695.

During the year ended December 31, 2021, the Company and the Company’s wholly-owned operating subsidiary completed ~~or charged~~the conversion of short term notes with a face value of $1,713,904 and accrued interest to ~~expense if the common stock offering is not completed.~~ 96,336 shares of Common Stock with a fair value of $2,691,940, resulting in a Loss on Extinguishment of Debt of $725,723.

As of ~~June 30, 2015 (unaudited)~~December 31, 2021, and 2020, the outstanding balance due on the working capital notes was $3,879,428 and $4,672,096, ~~deferred offering costs were $10,000.~~respectively.

SCHEDULE OF NOTE PAYABLE

F-14

NOTE 8 – INCOME TAXES

At ~~June 30, 2015 (unaudited),~~December 31, 2021 and December 31, 2020, the Company had a net operating loss carryforward of ~~$42,910,~~$26,969,657 and $20,870,713, respectively, which begins to expire in 2034.

Components of net deferred tax asset, including a valuation allowance, are as ~~follows at June 30, 2015 (unaudited):~~follows:

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES


	2015		December 31, 2021			December 31, 2020
Deferred tax asset:				-			-
Net operating loss carryforward	$	15,018	$	5,663,628		$	4,382,850
Total deferred tax asset		15,018		5,663,628			4,382,850
Less: Valuation allowance		(15,018)		(5,663,628	)		(4,382,850	)
Net deferred tax asset	$	-	$	-		$	-

Valuation allowance for deferred tax assets as of ~~June 30, 2015~~December 31, 2021 and December 31, ~~2014~~2020 was ~~$15,018~~ $5,663,628 and ~~$2,314,~~$4,382,850, respectively. In assessing the recovery of the deferred tax asset, management considers whether it is more likely than not that some portion or ~~all of~~ the entire deferred tax asset will not be realized. The ultimate realization of the deferred tax asset is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not deferred tax assets will not be realized as of ~~June 30, 2015~~December 31, 2021 and December 31, ~~2014~~2020 and recognized ~~a full~~100% valuation allowance for each period.

Reconciliation between statutory rate and the effective tax rate for ~~both periods~~ and as of ~~June 30, 2015 (unaudited) and~~ December 31, ~~2014:~~2021 and 2020:

SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION


Federal statutory rate	~~(35.0)~~ (21.0	)%
State taxes, net of federal benefit	~~(0.00)~~ (0.00	)%
Change in valuation allowance	~~35.0~~ 21.0	%
Effective tax rate	0.0	%

NOTE 9 – SHARE CAPITAL

The Company is authorized to issue ~~100,000,000~~ 600,000,000 shares of its ~~$0.001~~ $0.001 par value ~~common stock~~Common Stock and ~~1,000,000~~ 10,000,000 shares of its ~~$0.001~~ $0.001 par value preferred stock.

Common ~~stock~~Stock and Preferred Stock

~~On December 15, 2014,~~

In February 2020, the Company issued ~~to its founder, an officer and director of the Company, 6,000,000~~15,000 shares of its ~~$0.001 par~~Common Stock to pay professional and consulting fees. Total fair value ~~common stock at a price~~ of ~~$0.001 per share for services provided upon organization. The services were valued at $6,000.~~

~~On January 15, 2015,~~$240,000 was recorded as an expense. In June 2020, the Company issued ~~to its founder 3,000,000~~10,125 shares of its ~~$0.001 par~~Common Stock to pay consulting fees and interest expense. Total fair value ~~common stock at~~of $95,000 was recorded as an expense. In August 2020, the Company issued 4,839,871shares of its Common Stock topay consulting fees and interest expense. Total fair value of $489,462 was recorded as an expense. In October 2020, the Company issued 80,125 shares of its Common Stock to pay consulting fees and interest expense. Total fair value of $553,820 wasrecorded as an expense. During May 2020, the Company issued 875 shares of its Common Stock in exchange for a ~~price~~debt reduction of ~~$0.008 per~~$7,000.

During the year ended December 31, 2020, the Company issued 215,948 shares of its Common Stock andissued five-year warrantsto sell 31,250 shares of Common Stock in connection with issue of short-term loans.The fair value of these share incentives was calculated to be $1,881,761 which was recorded as a discount to the notes payable and amortized to interest expense over theterm of those loan agreements. Interest expense recorded as a result of amortization of discount for ~~certain intangible assets~~the year ended December 31, 2020, is $1,411,203.

During the year ended December 31, 2020, the Company issued 121,250 shares of its Common Stock and ~~tangible assets (see Note 3 - Intangible Assets~~completed the conversion of short-term notes with a face value of $1,080,000 and ~~Asset Purchase)~~accrued interest. The fair value of these shares was calculated to be $1,651,900, resulting in a Loss on Extinguishment of Debt of $916,242. ~~Mr. David Estus, our sole officer~~

During the year ended December 31, 2020, the Company issued 33,750 shares of its Common Stock to pay professional and ~~director, incurred more than $50,000 in developing or acquiring~~consulting fees. Total fair value of $375,000was recorded as an expense.

On January 5, 2021, the ~~intangible and tangible assets for which~~Company issued 3,875 shares of Common Stock of the Company valued at ~~$24,000.~~$4.80per share as an interest payment on an outstanding note.

AtOn January 12, 2021, the Company received an equity investment of $50,000 to purchase 10,417 shares of the Company’s Common Stock by Subscription Agreement at $4.80 per share.

The Company entered into a one-year promissory note dated March 4, 2021, in the amount of $50,000. The Company will pay monthly interest payments at 12% per annum to the holder of the note. A component of the note issued 7,500shares of Common Stock to the note holder.

On March 5, 2021the Company received an equity investment of $100,000, to purchase 20,833shares of the Company’s Common Stock by Subscription Agreement at $4.80 per share.

On March 10, 2021, the Company issued 3,500shares of Common Stock to pay interest on an outstanding note.

On March 10, 2021, the Company issued 3,875 shares of Common Stock to pay interest on an outstanding note.

On March 10, 2021, the Company issued 3,991 shares of Common Stock of the Company valued at $4.80 per share as payment for services rendered.

On April 9, 2021, in connection with a $1,000,000 bridge loan, the Company issued Ronald A. Smith, our COO, a warrant to purchase 25,000 shares of the Company’s Common Stock at an exercise price of $8.00 per share with a five-year term.

On April 9, 2021, the Company entered into two employment agreements with recently appointed officers, whereby it agreed to issue 109,375 shares of Common Stock to such officers. In addition, the Company entered into amendments to the current employment agreements with its Chief Executive Officer and President, whereby it agreed to issue 100,000 shares of Common Stock.

On April 20, 2021, the Company issued 1,875 shares of Common Stock in return for services rendered.

On April 22, 2021, the Company entered into a settlement agreement with a current debt holder, whereby the Company agreed to repay the $151,688 balance owing on the note owed to such holder with a cash payment of $50,000 and the issuance of 25,000 shares of Common Stock, with a stated value of $100,688.

On June 11, 2021, the Company sold 10,000 units at $7 per unit consisting of 10,000 shares of Series B Preferred Stock and 12,500three-year warrants to purchase 1 share of Common Stock per warrant at 8.00 to an accredited investor.

On June 14, 2021, the Company sold 5,000 units at $7 per unit consisting of 5,000 shares of Series B Preferred Stock and 6,250three-year warrants to purchase 1 share of Common Stock per warrant at $8.00 to an accredited investor.

On June 14, 2021, a holder of various outstanding notes converted outstanding principal and interest to 42,658 units at $7 per unit consisting of 42,658 shares of Series B Preferred Stock and 53,322three-year warrants to purchase 1 share of Common Stock per warrant at $8.00.

On June 15, 2021, a holder of various outstanding notes converted outstanding principal and interest to 57,143 units at $7 per unit consisting of 57,143 shares of Series B Preferred Stock and 71,429three-year warrants to purchase 1 share of Common Stock per warrant at $8.00.

On June 15, 2021, a holder of an outstanding note converted outstanding principal and interest to 75,143 units at $7 per unit consisting of 75,143 shares of Series B Preferred Stock and 93,929three-year warrants to purchase 1 share of Common Stock per warrant at $8.00.

On June 18, 2021, the Company sold 28,572 units at $7 per unit consisting of 28,572 shares of Series B Preferred Stock and 35,715three-year warrants to purchase 1 share of Common Stock per warrant at $8.00 to an accredited investor.

On June 21, 2021, a holder of an outstanding note converted a portion of outstanding principal to 50,000 units at $7 per unit consisting of 50,000 shares of Series B Preferred Stock and 62,500three-year warrants to purchase 1 share of Common Stock per warrant at $8.00.

On June 28, 2021, the Company sold 5,000 units at $7 per unit consisting of 5,000 shares of Series B Preferred Stock and 6,250three-year warrants to purchase 1 share of Common Stock per warrant at $8.00 to an accredited investor.

F-16

On June 29, 2021, a holder of an outstanding note converted outstanding principal and interest to 16,000 units at $7 per unit consisting of 16,000 shares of Series B Preferred Stock and 20,000three-year warrants to purchase 1 share of Common Stock per warrant at $8.00.

On June 29, 2021, a holder of an outstanding note converted outstanding principal and interest to 8,000 units at $7 per unit consisting of 8,000 shares of Series B Preferred Stock and 10,000three-year warrants to purchase 1 share of Common Stock per warrant at $8.00.

On June 30, ~~2015 (unaudited)~~2021, the Company sold 15,000 units at $7 per unit consisting of 15,000 shares of Series B Preferred Stock and 18,750three-year warrants to purchase 1 share of Common Stock per warrant at $8.00 to an accredited investor.

On June 30, 2021, the Company sold 7,143 units at $7 per unit consisting of 7,143 shares of Series B Preferred Stock and 8,929three-year warrants to purchase 1 share of Common Stock per warrant at $8.00 to an accredited investor.

On July 21, 2021, the Company issued 15,250 shares of Common Stock as interest payments on an outstanding note.

On July 22, 2021, the Company issued 16,250 shares of Common Stock as a component of a note payable.

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

On July 26, 2021, the Company sold 7,500 units at $7 per unit consisting of 7,500 shares of Series B Preferred Stock and 9,375three-year warrants to purchase 1 share of Common Stock per warrant at $8.00 to an accredited investor by subscription agreement.

On July 29, 2021, the Company issued 10,000 shares of Common Stock as a conversion of Series B Preferred Stock.

On July 30, 2021, pursuant to its 2021 Long-Term Incentive Plan, the Company issued 9,416 shares of Common Stock to Rocco LaVista, our VP of Business Development, for services.

On August 3, 2021, pursuant to its 2021 Long-Term Incentive Plan, the Company issued 9,416 shares of Common Stock to Charles A. Ross, Jr., our CEO, for services.

On August 4, 2021, pursuant to its 2021 Long-Term Incentive Plan, the Company issued 9,416 shares of Common Stock to Doug E. Grau, our President, for services.

On August 12, 2021, the Company issued 3,875 shares of Common Stock as an interest payment on an outstanding note.

On August 18, 2021, the Company issued 53,322 shares of Common Stock as a conversion of Series B Preferred Stock.

On September 3, 2021, the Company issued 431 shares of Common Stock as a component of a note.

On September 8, 2021, the Company issued 3,875 shares of Common Stock as an interest payment on an outstanding note.

On September 21, 2021, the Company issued 1,250 shares of Common Stock as a component of a note.

On September 21, 2021, the Company issued 6,250 shares of Common Stock as a component of a note.

On September 30, 2021, the Company issued 1,563 shares of Common Stock as a component of a note extension.

On September 30, 2021, the Company issued 3,750 shares of Common Stock as an interest payment on an outstanding note.

F-17

On September 30, 2021, the Company issued 34,492 shares of Common Stock as an interest payment on outstanding notes.

On October 25, 2021, the Company issued 13,393 shares of Common Stock and 13,393three-year warrants to purchase Common Stock for $8.00 for an investment of $75,000 by an accredited investor.

On October 29, 2021, the Company issued 14,750 shares of Common Stock as an interest payment on an outstanding note.

On October 29, 2021, pursuant to its 2021 Long-Term Incentive Plan, the Company issued 6,250 shares of Common Stock to a legal consultant of the Company for services.

On October 29, 2021, pursuant to its 2021 Long-Term Incentive Plan, the Company issued 6,250 shares of Common Stock to a financial consultant of the Company for services.

On December 2, 2021, pursuant to its 2021 Long-Term Incentive Plan, the Company issued 6,250 shares of Common Stock to a consultant of the Company for services.

On December 2, 2021, the Company issued 44,125 shares of Common Stock as interest payments on outstanding notes.

On December 2, 2021, the Company issued 18,878 shares of Common Stock to convert three outstanding notes to equity.

On December 2, 2021, the Company issued 23,705 shares of Common Stock as a conversion of Series B Preferred stock.

On December 2, 2021, the Company issued 1,250 shares of Common Stock in return for services.

At December 31, 2021 and December 31, 2020, there were ~~9,000,000~~ 1,597,370 and 910,100 shares of Common Stock issued and outstanding, respectively.

F-18

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

On August 3, 2021, pursuant to its 2021 Long-Term Incentive Plan, the Company issued ~~and outstanding.~~

~~During the period from Inception (December 15, 2014) through December 31, 2014 and for the six months ended June 30, 2015, there have been no other issuances~~753,242 shares of common stock byto Charles A. Ross, Jr., our CEO, for services.

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

On April 9, 2021, in connection with a $1,000,000 bridge loan, the Company issued Ronald A. Smith, our COO and chairman, a warrant to purchase 2,000,000 shares of the Company’s Common Stock at an exercise price of $0.10 per share with a five-year term.

On April 9, 2021, the Company entered into two employment agreements with recently appointed officers, whereby it agreed to issue 8,750,000 shares of Common Stock to such officers. In addition, the Company entered into amendments to the current employment agreements with its Chief Executive Officer and President, whereby it agreed to issue 8,000,000 shares of Common Stock.

On April 20, 2021, the Company issued 150,000 shares of Common Stock in return for services rendered.

On April 22, 2021, the Company entered into a settlement agreement with a current debt holder, whereby the Company agreed to repay the $151,688 balance owing on the note owed to such holder with a cash payment of $50,000 and the issuance of 2,000,000 shares of Common Stock, with a stated value of $100,688.

On June 11, 2021, the Company sold 10,000 units at $7 per unit consisting of 10,000 shares of Series B Preferred Stock and 1,000,000 three-year warrants to purchase 1 share of Common Stock per warrant at $0.10 to an accredited investor.

On June 11, 2021, the Company sold 5,000 units at $7 per unit consisting of 5,000 shares of Series B Preferred Stock and 500,000 three-year warrants to purchase 1 share of Common Stock per warrant at $0.10 to an accredited investor.

On June 14, 2021, a holder of various outstanding notes converted outstanding principal and interest to 42,658 units at $7 per unit consisting of 42,658 shares of Series B Preferred Stock and 4,265,800 three-year warrants to purchase 1 share of Common Stock per warrant at $0.10.

On June 15, 2021, a holder of various outstanding notes converted outstanding principal and interest to 57,143 units at $7 per unit consisting of 57,143 shares of Series B Preferred Stock and 5,714,300 three-year warrants to purchase 1 share of Common Stock per warrant at $0.10.

On June 15, 2021, a holder of an outstanding note converted outstanding principal and interest to 75,143 units at $7 per unit consisting of 75,143 shares of Series B Preferred Stock and 7,514,300 three-year warrants to purchase 1 share of Common Stock per warrant at $0.10.

On June 18, 2021, the Company sold 28,572 units at $7 per unit consisting of 28,572 shares of Series B Preferred Stock and 2,857,200 three-year warrants to purchase 1 share of Common Stock per warrant at $0.10 to an accredited investor.

On June 21, 2021, a holder of an outstanding note converted a portion of outstanding principal to 50,000 units at $7 per unit consisting of 50,000 shares of Series B Preferred Stock and 5,000,000three-year warrants to purchase 1 share of Common Stock per warrant at $0.10.

On June 28, 2021, the Company sold 5,000 units at $7 per unit consisting of 5,000 shares of Series B Preferred Stock and 500,000 three-year warrants to purchase 1 share of Common Stock per warrant at $0.10 to an accredited investor.

On June 29, 2021, a holder of an outstanding note converted outstanding principal and interest to 16,000 units at $7 per unit consisting of 16,000 shares of Series B Preferred Stock and 1,600,000 three-year warrants to purchase 1 share of Common Stock per warrant at $0.10.

On June 29, 2021, a holder of an outstanding note converted outstanding principal and interest to 8,000 units at $7 per unit consisting of 8,000 shares of Series B Preferred Stock and 800,000 three-year warrants to purchase 1 share of Common Stock per warrant at $0.10.

On June 30, 2021, the Company sold 15,000 units at $7 per unit consisting of 15,000 shares of Series B Preferred Stock and 1,500,000 three-year warrants to purchase 1 share of Common Stock per warrant at $0.10 to an accredited investor.

On June 30, 2021, the Company sold 7,143 units at $7 per unit consisting of 7,143 shares of Series B Preferred Stock and 714,300 three-year warrants to purchase 1 share of Common Stock per warrant at $0.10 to an accredited investor.

On June 30, 2021 and December 31, 2020, there were 96,027,242 and 72,807,929 shares of Common Stock issued and outstanding, respectively; and 319,659 and 0 shares of Series B preferred stock issued and outstanding, respectively.

NOTE 10 – WARRANTS AND OPTIONS

In October 2020, the Company issued five-year warrants to purchase 31,250 shares of the Company’s Common Stock at $8.00 per share in connection with short term financing. In November 2020, the Company issued two-year warrants to purchase 625 shares of the Company’s Common Stock at $80.00 per share in connection with short term financing.

In April 2021, the Company issued five-year warrants to purchase 25,000 shares of the Company’s Common Stock at $8.00per share in connection with short term financing. In June 2020, the Company issued three-year warrants to purchase 399,574 shares of the Company’s Common Stock at $8.00 per share in connection with conversion of short-term debt to Preferred and Common Stock. In July 2021, the Company issued three-year warrants to purchase 23,705 shares of the Company’s Common Stock at $8.00 per share in connection with conversion of short-term debt to Preferred andCommon Stock. In August 2021, the Company issued three-yearwarrants to purchase 9,375 shares of the Company’s Common Stock at $8.00per share in connection with conversion of short-term debt to Preferred and Common Stock. In September 2021, the Company issued five-year warrants to purchase 191,667 shares of the Company’s Common Stock at $8.00per share in connection with short term financing. In October 2021, the Company issued three-year warrants to purchase 13,393 shares of the Company’s Common Stock at $8.00per share in connection with sale of Common Stock.

As of ~~June 30, 2015 and~~ December 31, ~~2014,~~2020, there were no 43,688warrants ~~or options~~ outstanding to acquire ~~any~~ additional shares of ~~common stock.~~Common Stock. As of December 31, 2021, there were 701,776 warrants to acquire additional shares of Common Stock.

The Company evaluates outstanding warrants as derivative liabilities and will recognize any changes in the fair value through earnings. The Company determined that the Warrants have an immaterial fair value at December 31, 2020. The warrants do not trade in a highly active securities market, and as such, the Company estimated the fair value of these Common Stock equivalents using Black-Scholes and the following assumptions:

Expected volatility was based primarily on historical volatility. Historical volatility was computed using daily pricing observations for recent periods. The Company’s Common Stock has not traded so the volatility computation was based on other similarly situated companies. The Company believes this method produced an estimate that was representative of the Company’s expectations of future volatility over the expected term which due to their maturity period as expiry, it was three years. The Company had no reason to believe future volatility over the expected remaining life of these Common Stock equivalents was likely to differ materially from historical volatility. Expected life was based on three years due to the expiry of maturity. The risk-free rate was based on the U.S. Treasury rate that corresponded to the expected term of the Common Stock equivalents.

F-19

SCHEDULE OF FAIR VALUE MEASUREMENT

	December 31, 2021			December 31, 2020
Warrants outstanding, measurement input
Stock Price	$	5.68		$	8.32
Exercise Price	$	8.00		$	20.80
Term (expected in years)		3.2			4.73
Volatility		203.44	%		259.2	%
Annual Rate of Dividends		0.0	%		0.0	%
Risk-Free Rate		1.52	%		0.18	%

Stock Purchase Warrant

The following table summarizes all warrant activity for the years ended December 31, 2021, and 2020.

SCHEDULE OF WARRANT ACTIVITY

	Shares			Weighted-Average Exercise Price Per Share		Remaining term		Intrinsic value
Outstanding and Exercisable at December 31, 2019		30,250		$	48.80		.73 years		-
Granted		31,875		$	9.60		4.75 years		-
Exercised		-			-		-		-
Expired		(18,438	)		-		-		-
Outstanding and Exercisable at December 31, 2020		43,688		$	20.80		3.73 years		-
Granted		662,713		$	8.00		3.20 years		-
Exercised							-		-
Expired		(4,625	)		-		-		-
Outstanding and Exercisable at December 31, 2021		701,776		$	8.80		3.20 years		-

NOTE 11 – COMMITMENTS AND CONTINGENCIES

Rental Payments under Non-cancelable Operating Leases

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

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 costs totaled approximately $179,589and $159,120 for years ended December 31, 2021, and 2020, respectively.

NOTE 12 – SUBSEQUENT EVENTS

The Company evaluated all events that occurred after the balance sheet date of ~~June 30, 2015~~December 31, 2021, through ~~July 10, 2015~~ the date the financial statements were ~~available~~issued and determined that there were the following subsequent events.

On February 1, 2022, the Company entered into a one year consulting agreement in the amount of $40,000 to ~~be issued.~~provide general business development services, including but not limited to: introducing potential acquisition or merger candidates; assist in identifying strategic partners and public awareness; assist in evaluating potential acquisition or merger candidates; and provide general services on an as needed basis.

~~This prospectus is part~~On February 3, 2022, multiple Series B Convertible Preferred stockholders converted 201,358 shares of Series B Convertible Preferred Stock to 251,698 shares of Common Stock of the Company.

On February 3, 2022, the Company converted two outstanding notes into 186,067 shares of Common Stock of the Company.

On February 9, 2022, we closed on an underwritten public offering of 2,530,121 units (the “Common Units”), at a ~~registration statement~~price to the public of $4.15 per Common Unit, for aggregate gross proceeds of approximately $10.5 million, prior to deducting underwriting discounts, commissions, and other estimated offering expenses. Each Common Unit consisted of one share of Common Stock and one warrant to purchase one share of Common Stock (each a “Warrant” and collectively the “Warrants”). The Common Stock and Warrants were immediately separable from the Common Units and were issued and trade separately. The Warrants are exercisable immediately, expire five years from the date of issuance and have an exercise price of $5.1875 per share.

The Company paid off multiple promissory notes totaling $2,562,122 during the month of February 2022.

On March 30, 2022, the Company entered into an LOI to purchase a safe manufacturer and paid a $250,000 good faith deposit.

F-20

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

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

377,484 Shares of Common Stock Underlying Pre-Funded Warrants and

377,484 Shares of Common Stock Underlying Warrants

PROSPECTUS

April 15, 2022

You should rely only on the information ~~or representations provided~~contained in this prospectus. We have not, and the underwriters have not, authorized ~~no one~~anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer ~~of these~~to sell securities in any ~~state~~jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this ~~document.~~prospectus.

~~No one (including any salesman or broker) is authorized to provide oral or written information about the Offering that is not included in this prospectus.~~PART II

~~The information contained in this prospectus is correct only as of the date set forth on the cover page, regardless of the time of the delivery of this prospectus.~~

Until ________, 2015 (90 days after the commencement of the Offering), all dealers that effect transactions in these securities, whether or not participating in this Offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as an underwriter and with respect to unsold allotments or subscriptions.

~~6,000,000 Shares~~

~~CubeScape, Inc.~~

~~Common Stock~~

~~PROSPECTUS~~

~~_______________, 2015~~

~~TABLE OF CONTENTS~~

~~SUMMARY FINANCIAL DATA~~

~~RISK FACTORS~~

~~USE OF PROCEEDS~~

~~THE OFFERING~~

~~DETERMINATION OF OFFERING PRICE~~

~~DILUTION~~

~~DIVIDEND POLICY~~

~~MARKET FOR SECURITIES~~

~~NOTE REGARDING FORWARD-LOOKING STATEMENTS~~

~~MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION~~

~~BUSINESS…………………………………………………………………………………………………………..~~ 30

~~DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS~~

~~PRINCIPAL SHAREHOLDERS~~

~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS~~

~~DESCRIPTION OF CAPITAL STOCK~~

~~PLAN OF DISTRIBUTION~~

~~LEGAL MATTERS~~

~~EXPERTS~~

~~WHERE YOU CAN FIND MORE INFORMATION~~

~~Part II~~

INFORMATION NOT REQUIRED IN PROSPECTUS

~~ITEM 13~~Item 13. Other Expenses of Issuance and Distribution.

~~OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION~~

The ~~Company~~following is ~~bearing all~~an estimate of the expenses ~~in connection with this registration statement other than sales commissions, underwriting discounts and underwriter's expense allowances designated as such. Estimated expenses payable~~(all of which are to be paid by the ~~Company~~Company) that we may incur in connection with the ~~registration~~securities being registered hereby.

Offering Expenses
SEC registration fee	$	181.87
Legal fees and expenses	$	[ ]
Accounting fees and expenses	$	[ ]
Total	$	181.87

Item 14. Indemnification of Directors and ~~distribution of the Common Stock registered hereby are as follows:~~Officers.

SEC Registration fee
$
6.97
NASD filing fee

100.00
Accounting fees and expenses*

7,000.00
Transfer agent fees*

1,500.00
Blue Sky fees and expenses*

2,500.00
Miscellaneous expenses*

1,893.03
Legal fees and expenses*

15,000.00
Total
$
28,000.00

*Indicates expenses that have been estimated for filing purposes.

~~ITEM 14~~

~~INDEMNIFICATION OF DIRECTORS AND OFFICERS~~

The ~~Company has a provision in its Certificate of Incorporation at Article XI thereof providing for indemnification of its officers and directors as follows.~~

Our Articles of Incorporation at Article XI provide for indemnification as follows: “No director or officer of the Corporation shall be personally liable to the Corporation or any of its stockholders for damages for breach of fiduciary duty as a director or officer; provided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer: (i) for acts or omissions which involve intentional misconduct, fraud or knowing violation of law; or (ii) the payment of dividends in violation of Section 78.300 of the Nevada Revised ~~Statutes. Any repeal~~Statutes limits or ~~modification of an Article by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation of~~eliminates the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties as directors. Our Amended and Restated Bylaws include provisions that require the company to indemnify our directors or officers against monetary damages for actions taken as a director or officer of our Company. We are also expressly authorized to carry directors’ and officers’ insurance to protect our directors, officers, employees and agents for certain liabilities. Our Second Amended and Restated Articles of Incorporation do not contain any limiting language regarding director immunity from liability.

The limitation of liability and indemnification provisions under the ~~Corporation~~Nevada Revise Statutes and our Amended and Restated Bylaws may discourage stockholders from bringing a lawsuit against directors for ~~acts~~breach of their fiduciary duties. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. However, these provisions do not limit or ~~omissions prior~~eliminate our rights, or those of any stockholder, to seek non-monetary relief such ~~repeal~~as injunction or ~~modification”.~~rescission in the event of a breach of a director’s fiduciary duties. Moreover, the provisions do not alter the liability of directors under the federal securities laws. In addition, your investment may be adversely affected to the extent that, in a class action or direct suit, we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

~~Insofar as indemnification for liabilities arising~~Item 15. Recent Sales of Unregistered Securities.

The following information relates to all securities issued or sold by us within the past three years and not registered under the Securities Act of 1933, as amended ~~may be permitted~~(the “Securities Act”) These issuances do not reflect the 1-for-80 reverse stock split we expect to ~~directors officers~~effect immediately following the effective date but prior to the closing of the offering.

II-1

On October 25, 2021, the Company issued 13,393 shares of Common Stock and ~~controlling persons~~13,393 three-year warrants to purchase Common Stock for $8.00 for an investment of $75,000 by an accredited investor.

On October 29, 2021, the Company issued 14,750 shares of Common Stock as an interest payment on an outstanding note.

On October 29, 2021, pursuant to its 2021 Long-Term Incentive Plan, the Company issued 6,250 shares of Common Stock to a legal consultant of the Company for services.

On October 29, 2021, pursuant to its 2021 Long-Term Incentive Plan, the ~~foregoing provisions,~~ Company issued 6,250 shares of Common Stock to a financial consultant of the Company for services.

On December 2, 2021, pursuant to its 2021 Long-Term Incentive Plan, the Company issued 6,250 shares of Common Stock to a consultant of the Company for services.

On December 2, 2021, the Company issued 44,125 shares of Common Stock as an interest payment on an outstanding note.

On December 2, 2021, the Company issued 18,878 shares of Common Stock to convert three outstanding notes to equity.

On December 2, 2021, the Company issued 23,705 shares of Common Stock as a conversion of Series B Preferred stock.

On December 2, 2021, the Company issued 1,250 shares of Common Stock in return for services.

On February 3, 2022, multiple Series B Convertible Preferred stockholders converted 201,358 shares of Series B Convertible Preferred Stock to 251,698 shares of Common Stock of the Company.

On February 3, 2022, the Company converted two outstanding notes into 186,067 shares of Common Stock of the Company.

All of the above-described issuances were exempt from registration pursuant to Section 4(a)(2) and/or ~~otherwise, the registrant has been advised that in the opinion~~Regulation D of the Securities ~~and Exchange Commission such indemnification is against~~Act as transactions not involving a public ~~policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment~~offering. With respect to each transaction listed above, no general solicitation was made by either the Company ~~of expenses incurred~~ or ~~paid by a director, officer or controlling~~any person ~~of the registrant~~acting on its behalf. All such securities issued pursuant to such exemptions are restricted securities as defined in the successful defense of any such action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

~~ITEM 15~~

~~RECENT SALES OF UNREGISTERED SECURITIES~~

~~During the three years preceding the filing of this Form S-1, the Company issued the following securities without registration~~Rule 144(a)(3) promulgated under the Securities Act, appropriate legends have been placed on the ~~terms and circumstances described below.~~

Of the 9,000,000 outstanding shares, 6,000,000 were issued to Mr. Estus, the Company’s founder, and CEO upon our incorporation in Nevada in December 2014 in exchange for organizational services rendered upon incorporation. On January 15, 2015, the Company issued 3,000,000 shares of its common stock to Mr. Estus, as consideration for certain tangible and intangible assets.

The foregoing issuances of securities were affected in reliance upon the exemption from registration provided by section 4(2) under the Securities Act of 1933, (the “Act”) as amended on the basis thatdocuments evidencing the securities, ~~were~~and may not be offered or sold absent registration or pursuant to an exemption there from.

Item 16. Exhibits and ~~sold in a non-public offering to a "sophisticated investor" who had access to registration-type information about the Company. No commission was paid in connection with the sale~~Financial Statements.

The list of ~~any securities and no general solicitations were made to any person.~~

~~II-1~~

Notwithstanding being accredited all of our security holders were provided with a final pre-filing copy of the Company’s Registration Statement and acknowledged having read and reviewed same and having no further questions with respect to their respective investments.

~~ITEM 16~~

~~EXHIBITS~~


~~3.1~~		~~Articles of Incorporation~~
~~3.2~~		~~Bylaws – CubeScape, Inc.~~
~~5.1~~		~~Opinion of Krueger LLP~~
~~14.1~~		~~Code of Ethics~~
~~23.1~~		~~Consent of PLS CPA, a professional corp.~~
~~23.2~~		~~Consent of Krueger LLP (included in Exhibit 5.1a)~~
~~99.1~~		~~Copy of Subscription Agreement~~
~~99.2~~		~~Escrow Agreement~~

~~ITEM 17~~

~~UNDERTAKINGS~~

~~The undersigned registrant hereby undertakes:~~

~~1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:~~

~~i. To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;~~

~~ii. To reflect~~exhibits in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuantIndex to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

iii. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

~~Provided however, that:~~

A. Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement; and

B. Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

~~3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.~~

~~II-2~~

4. If the registrant is a foreign private issuer, to file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, PROVIDED that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or Rule 3-19 of this chapter if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.

~~5. That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:~~

~~i. If the registrant is relying on Rule 430B (§230.430B of this chapter):~~

A. Each prospectus filed by the registrant pursuant to Rule 424(b)(3)shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

B. Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

ii. If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

6. That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuantExhibits to this registration statement ~~regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser~~is incorporated herein by ~~means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:~~reference.

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~~i. Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;~~EXHIBIT INDEX

~~ii. Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;~~

Exhibit		Incorporated by Reference			Filed or Furnished
No.	Exhibit Description	Form	Date	Number	Herewith

1.1	Underwriting Agreement	S-1/A	1/27/22	1.1
2.1	Stock Purchase Agreement, dated June 8, 2016, by and among CubeScape, Inc., American Rebel, Inc., and certain individual named therein.	8-K	6/9/16	2.1
3.1	Articles of Incorporation, as amended	S-1/A	1/18/22	3.1
3.3	Certificate of Designation of Series B Convertible Preferred Stock	8-K	6/3/21	4.1
3.4	Certificate of Designation of Series A Convertible Preferred Stock	8-K	2/24/20	4.1
3.5	Bylaws, as amended
3.6	Amended Certificate of Designation of Series B Preferred Stock	8-K	7/28/21	4.1
4.1	Form of Warrant Agency Agreement with Action Stock Transfer	S-1/A	1/27/22	4.1
4.2	Form of Representative’s Warrant	S-1/A	1/18/22	4.2
4.3	Conversion of 18,964 shares of Series B Preferred Stock to 1,896,400 shares of common stock dated August 5, 2021.	10-Q	11/15/21	4.4
4.4	Conversion of 42,658 shares of Series B Preferred Stock to 4,265,800 shares of Common Stock dated August 18, 2021.	10-Q	11/15/21	4.5
4.5	6% Original Issued Discount Senior Secured Convertible Promissory Note, dated September 29, 2021, issued to Cavalry Fund I, L.P. (Incorporated by reference to Exhibit 4.1 to Form 8-K filed on October 5, 2021)	10-Q	11/15/21	4.10
4.6	Conversion of $25,000 Convertible Debenture to 503,797 shares of common stock dated September 30, 2021.	10-Q	11/15/21	4.11
4.7	Conversion of $25,000 Convertible Debenture to 503,797 shares of common stock dated September 30, 2021.	10-Q	11/15/21	4.12
4.8	Conversion of $25,000 Convertible Debenture to 502,623 shares of common stock dated September 30, 2021.	10-Q	11/15/21	4.13
4.9	Form of Pre-funded Warrant	8-K	2/15/22	4.1
5.1	Opinion of Lucosky Brookman LLP	S-1/A	1/18/22	5.1
10.1	Securities Purchase Agreement by and among American Rebel Holdings, Inc., and Cavalry Fund I, L.P.	8-K	10/05/21	10.1
10.2	Promissory Note, dated September 13, 2021, by and between the Company and Ronald Smith (substituting Convertible Promissory Note, dated March 26, 2020, and Promissory Note, dated March 26, 2020, by and between the Company and Ronald Smith)	S-1	11/01/21	10.2
10.3	Secured Loan, dated April 9, 2021, by and between the Company and Ronald Smith.	10-K	5/17/2021	10.39
10.4	Secured Term Loan Agreement, dated October 13, 2020, by and between the Company and Millennium Trust Co., LLC Custodian FBO Anthony Bombacie Jr. Traditional IRA.	10-Q	11/16/2020	4.12
10.5	Forbearance Agreement, dated March 31, 2021, by and between the Company and Corey Royer.	10-K	5/17/2021	10.38
10.6	Convertible Promissory Note, dated August 3, 2020, by and between the Company and EMA Financial, LLC	10-Q	08/14/2020	10.26
10.7	Promissory Note, dated September 13, 2021, by and between the Company and Erick Thompson (substituting Term Loan Agreement, dated September 10, 2020, by and between the Company and Erick Thompson).	S-1	11/01/21	10.7
10.8	Settlement Agreement of Secured Promissory Note dated March 10, 2020, dated June 22, 2021, by and between the Company and Greg Burbelo.	S-1	11/01/21	10.8
10.9	Amendment to Promissory Note dated August 22, 2019, dated October 27, 2021, by and between the Company and Horberg Enterprises, L.P.	S-1	11/01/21	10.9
10.10	Secured Promissory Note, dated April 18, 2021, by and between the Company and Harvey M. Burnstein.	10-K	5/17/21	10.44
10.11	Promissory Note, dated September 3, 2021, by and between the Company and Tomahawk Road, LLC.	S-1	11/01/21	10.11
10.12	Promissory Note, dated September 17, 2021, by and between the Company and Christopher Zabel.	S-1	11/01/21	10.12
10.13	Secured Promissory Note, dated January 6, 2021, by and between the Company and Kylie Zabel.	10-K	5/17/21	10.36
10.14	2021 Long-Term Stock Incentive Plan.	8-K	1/1/2021	10.3
10.15	Employment Agreement between the Company and Charles A. Ross, dated January 1, 2021.	8-K	1/1/2021	10.1
10.16	Employment Agreement between the Company and Doug E. Grau, dated January 1, 2021.	8-K	1/1/2021	10.2
10.17	Memorandum of Understanding, dated December 6, 2021, by and between the Company and Ronald A. Smith.	S-1/A	12/15/2021	10.17
14.1	Code of Ethics	S-1/A	1/18/22	14.1
21.1	List of Subsidiaries	S-1/A	1/18/22	21.1
23.1	Consent of BF Borgers CPA, P.C.				Filed
24	Power of Attorney	S-1/A	11/15/2021	24.1
101.INS	XBRL Instance Document				Filed
101.SCH	XBRL Taxonomy Extension Schema Document				Filed
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document				Filed
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document				Filed
101.LAB	XBRL Taxonomy Extension Label Linkbase Document				Filed
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document				Filed
107	Filing Fee Table				Filed

*	Management contract or compensatory plan or arrangement.

+	Certain schedules, appendices and exhibits to this agreement have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplemental to the Securities and Exchange Commission staff upon request.

iii. The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; andItem 17. Undertakings.

(a)

The undersigned registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

To include any prospectus required by section 10(a)(3) of the Securities Act.

II-3

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(iv)

Provided, however, that paragraphs (a)(1)(i), (ii), and (iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)

That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5)

That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

II-4

(iv)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b)

That, insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(c)

The undersigned registrant hereby undertakes:

(1)

That, for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(2)

That, for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

II-5

~~iv. Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.~~SIGNATURES

~~II-3~~

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

~~SIGNATURES~~

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the ~~city~~City of ~~Encinitas (of which Cardiff-by-the-Sea is a part of), State of California~~Nashville, Tennessee on ~~the 4th day of August, 2015.~~April 15, 2022.

~~CUBESCAPE, INC.~~

	American Rebel Holdings, Inc.

	By:	/s/ ~~David Estus~~Charles A. Ross, Jr.
~~By: David Estus, President, CEO, Principal~~		Charles A. Ross, Jr.
		Chief Executive Officer ~~Treasurer, Chairman, CFO, Principal Financial Officer and Principal Accounting Officer~~

Pursuant to the requirements of the Securities Act of 1933, this ~~Registration Statement~~registration statement has been signed ~~below~~ by the following persons in the capacities and on the ~~date~~dates indicated.

Signature		Title	Date

/s/ Charles A. Ross, Jr.		Chief Executive Officer and Director	April 15, 2022
Charles A. Ross, Jr.		(Principal Executive Officer)

/s/ Doug E. Grau		President and Director	April 15, 2022
Doug E. Grau

~~Signature(s)~~/s/ Ronald A. Smith	~~Title(s)~~	~~Date~~ Chief Operating Officer	April 15, 2022
Ronald A. Smith

/s/ John Garrison		Chief Financial Officer	April 15, 2022
John Garrison		(Principal Accounting Officer)

/s/ ~~David Estus~~Michael Dean Smith		~~August 4, 2015~~ Director	April 15, 2022
~~By: David Estus~~ ~~CEO~~Michael Dean Smith

~~President, CEO, Principal Executive Officer, Treasurer, Chairman, CFO, Principal Financial Officer and Principal Accounting Officer~~/s/ Corey Lambrecht		Director	April 15, 2022
Corey Lambrecht

/s/ Ken Yonika		Director	April 15, 2022
Ken Yonika

* By:	/s/ Charles A. Ross, Jr.
	Charles A. Ross, Jr., Attorney-In-Fact

II-6

~~II-4~~

Nevada	7372	47-3892903
~~UNITED STATES~~
~~SECURITIES AND EXCHANGE COMMISSION~~
~~WASHINGTON, D.C. 20549~~

~~FORM S-1~~
~~REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933~~
~~CUBESCAPE, INC.~~
~~(Exact name of registrant as specified in its charter)~~

~~NEVADA~~
*(State or other jurisdiction of* *incorporation or organization)*

~~7372~~
*(Primary Standard Industrial* *Classification Code Number)*

~~47-3892903~~
*(I.R.S. Employer* *Identification Number)*

~~1854 Oxford Avenue, Cardiff-by-the-Sea, California 92007 (760) 613-6257~~
~~(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)~~
~~The Corporate Place, Inc., 601 E. Charleston Street, Suite 100, Las Vegas, Nevada 89104~~ ~~(801) 885-0113~~
~~(Name, address, including zip code, and telephone number, including area code, of agent of service)~~
~~Copies of communications to:~~
~~Krueger LLP~~ ~~Blair Krueger, Esq.~~ ~~Kenneth J. Yonika, CPA~~ ~~7486 La Jolla Boulevard~~ ~~La Jolla, California 92037~~ ~~(858) 405-7385~~
~~From time to time after the effective date of this Registration Statement~~
~~(Approximate date of commencement of proposed sale to the public)~~


Large accelerated filer ☐	.	Accelerated filer	. ☐
Non-accelerated filer ☒	.	Smaller reporting company	X. ☒
~~(Do not check if a smaller reporting company)~~	Emerging growth company ☐


Title of Each Class Of Securities To Be Registered	Amount To Be Registered	Proposed Maximum Offering Price Per Share¹	Proposed Maximum Aggregate Offering Price¹	Amount of Registration Fee

Common stock, $ .001 par value per share	6,000,000 shares	$0.01	$ 60,000	$ 6.97*

Issuer		American Rebel Holdings, Inc.
~~Shares of common stock offered by us~~	~~Maximum of 6,000,000 shares. There is no minimum number of shares that must be sold by us for this Offering to close.~~
Securities Offered by the Selling Security Holders		377,484 shares of Common Stock issuable upon the exercise of the Pre-funded Warrants and 377,484 shares of Common Stock issuable upon the exercise of the Warrants.

Common Stock outstanding prior to this offering		4,741,321 shares of Common Stock outstanding as of March 31, 2022, which includes 251,698 shares of Common Stock converted from Series B Preferred.

Common Stock to be outstanding after this offering		5,496,289 shares, assuming Selling Security Holders exercise all Pre-funded Warrants and Warrants.

Use of proceeds		We will not receive any proceeds from the sale of Common Stock by the Selling Security Holders. We will, however, receive proceeds from any exercise of the Pre-Funded Warrants. All of the net proceeds from the sale of our Common Stock will go to the Selling Security Holders as described below in the sections entitled “Selling Security Holders” and “Plan of Distribution”. We have agreed to bear the expenses relating to the registration of the Common Stock for the Selling Security Holders. The Company ~~will~~shall use the proceeds from ~~this Offering to pay~~the exercise of the Pre-Funded Warrants for ~~professional fees~~working capital and other general ~~expenses. Total estimated costs of this Offering ($28,000) is less than~~corporate purposes.


THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE ONLY IF YOU CAN AFFORD A COMPLETE LOSS OF YOUR INVESTMENT. SEE “RISK FACTORS” BEGINNING ON PAGE 8	NUMBER OF SHARES	OFFERING PRICE	UNDERWRITING DISCOUNTS & COMMISSIONS	PROCEEDS TO THE COMPANY

Per Share	1	$0.01	$0.00	$0.01
Total	6,000,000	$60,000	$0.00	$60,000

	Page

Cautionary Note Regarding Forward-Looking Statements	ii
Prospectus Summary	1
Risk Factors	13
Use of Proceeds	28
Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Business	35
Management	47
Executive and Director Compensation	51
Principal Stockholders	56
Certain Relationships and Related Person Transactions	58
Description of our Securities	59
Legal Matters	65
Experts	65
Where You Can Find Additional Information	65
Index to Financial Statements	F-1

	●	our ability to meet the Nasdaq Capital Market continued listing requirements;
	●	our sole manufacturer’s ability to find adequate replacement in events of shortages of components and materials, and manage chain disruptions;

	●	our current reliance on our founder and Chief Executive Officer, Charles A, Ross;

	i.	Biometrics Safes – we will be introducing our line of wall safes and handgun boxes with biometrics, WiFi and Bluetooth technologies. These Biometric Safes have been designed, engineered and are ready for production.

	ii.	Personal Security Device – we are developing a non-lethal device that deters an attacker with an audible siren, which would draw attention to the attacker, as well as notifying the user’s support network that help is needed and providing the location of the attack.

	iii.	Wall Safes – the upcoming wall safes can be easily hidden and provide “free” storage space since they are able to be tucked into the space between your wall and studs.

	iv.	Youth Protection Backpack – with the objective of keeping kids safe at school, we are designing the Youth Protection Backpack, which will incorporate a light-weight ballistic shield to provide protection when needed for our children as they go through their school day activities.

	●	we currently do not own a manufacturing facility, and future acquisition and operation of new manufacturing facilities might prove unsuccessful and could fail;
	●	as we currently rely on a sole third-party manufacturer for our safes production, our compromised operational capacity may affect our ability to meet the demand for our safes, which in turn may affect our generation of revenue;

	●	our success depends, in part, on our ability to introduce new products that track customer preferences;

	●	maintaining and strengthening our brand to generate and maintain ongoing demand for our products;

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

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

	●	the inability to efficiently manage our operations;

	●	the inability to achieve future operating results;

	●	the inability of management to effectively implement our strategies and business plans;

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

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

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

	●	our inability to raise additional financing for working capital;

	●	the unavailability of funds for capital expenditures;

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

	●	our ability to continue as a going concern absent obtaining adequate new debt or equity financing, raising additional funds and achieving sufficient sales levels;

	●	our ability to expand our e-commerce business and sales organization to effectively address existing and new markets that we intend to target, and to generate sufficient revenue in those targeted markets to support operations;

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

	●	War, terrorism, other acts of violence or natural or manmade disasters such as a pandemic, epidemic, outbreak of an infectious disease or other public health crisis – such as COVID-19 – may affect the markets in which the Company operates, as well as global economic, market and political conditions;

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

	●	applicable laws and changing legal and regulatory requirements, including U.S. GAAP changes, could harm our business and financial results;

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

	●	the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require management to make estimates about matters that are inherently uncertain;

	●	the actions and initiatives taken by both current and potential competitors; and

	●	the other risks and uncertainties detailed in this report.

Risk Factors		See “Risk Factors” beginning on page 13 and the ~~maximum amount of offering proceeds ($60,000).~~

~~Termination of the offering~~	This Offering will conclude when all 6,000,000 shares of common stock have been sold, or 180 days after this registration statement becomes effective with the Securities and Exchange Commission. We may at our discretion extend this Offering for an additional 180 days.

~~Risk factors~~	~~Purchase of our common stock involves a high degree of risk. The common stock offered~~other information contained in this prospectus is for ~~investment purposes only and currently no market for our common stock exists. Please refer to the sections entitled “Risk Factors” and “Dilution”~~a discussion of factors you should carefully consider before ~~making an investment~~investing in our ~~common stock.~~ securities.

~~Trading market~~ Common Stock and Warrants Symbol		~~None. While we contacted a market maker to file a Rule 211 application with the Financial Industry Regulatory Authority (“FINRA”) for inclusion of our shares~~Our Common Stock and Warrants are traded on the ~~Over-the-Counter Bulletin Board (“OTCBB”)~~Nasdaq Capital Markets under the symbols “AREB” and “AREBW”, such efforts may not be successful and our shares may never be quoted and therefore owners of our common stock may not have a market in which to sell those shares. Also, no estimate may be given as to the time this application may require. ~~Even if the Company’s common stock is quoted or granted a listing, a market for our shares may never actually develop.~~respectively.


Balance Sheet Data:
		As of June 30, 2015		As of December 31, 2014
		(unaudited)		(audited)
Current assets	$	1,000	$	−

Other assets	$	28,500	$	−

Current liabilities	$	42,410	$	610

Stockholders’ equity (deficit)	$	(12,910)	$	(610)


Operating:
		For the Six Month Period Ended June 30, 2015		For the Period December 15, 2014 (inception) to December 31, 2014
		(unaudited)		(audited)
Net revenues	$	−	$	−
Operating expenses	$	36,300	$	6,610
Net (loss)	$	(36,300)	$	(6,610)
Net (loss) per common share basic and diluted	$	(0.00)	$	(0.00)
Weighted average number of shares outstanding - basic and diluted		8,750,000		6,000,000

	●	an increase or decrease in consumer demand for our products or for the products of our competitors;

	●	our failure to accurately forecast consumer acceptance of new products;

	●	new product introductions by us or our competitors;

	●	changes in our relationships within our distribution channels;

	●	changes in general market conditions or other factors, which may result in cancellations of orders or a reduction or increase in the rate of reorders placed by retailers;

	●	changes in laws and regulations governing the activities for which we sell products, such as hunting and shooting sports; and

	●	changes in laws and regulations regarding the possession and sale of medical or recreational controlled- substances.

	●	our success in developing, producing, marketing, and successfully selling new products;

	●	our ability to efficiently manage our operations;

	●	our ability to implement our strategies and business plans;

	●	our ability to achieve future operating results;

	●	our ability to address the needs of our consumer customers;

	●	the pricing, quality, performance, and reliability of our products;

	●	the quality of our customer service;

	●	the efficiency of our production; and

	●	product or technology introductions by our competitors.

	●	the availability of suitable acquisition candidates at attractive purchase prices;

	●	the ability to compete effectively for available acquisition opportunities;

	●	the availability of cash resources, borrowing capacity, or stock at favorable price levels to provide required purchase prices in acquisitions;

	●	the ability of management to devote sufficient attention to acquisition efforts; and

	●	the ability to obtain any requisite governmental or other approvals.

	●	pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
	●	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and/or directors of the Company; and
	●	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

	(1)	Assumes that the Selling Security Holders sells all of the common stock underlying the conversion of the Notes.
	(2)	Assumes that the Selling Security Holders exercise all of the Pre-funded Warrants and Warrants.

	●	on any national securities exchange or quotation service on which the shares may be listed or quoted at the time of sale;

	●	in the over-the-counter market;

	●	in transactions otherwise than on these exchanges or systems or in the over-the-counter market;

	●	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

	●	block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;

	●	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

	●	an exchange distribution in accordance with the rules of the applicable exchange;

	●	privately negotiated transactions;

	●	short sales;

	●	through the listing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise;

	●	broker-dealers may agree with the Selling Security Holders to sell a specified number of such shares at a stipulated price per share;

	●	a combination of any such methods of sale; and

	●	any other method permitted pursuant to applicable law.


SEC Registration fee	$	6.97
NASD filing fee		100.00
Accounting fees and expenses		7,000.00
Transfer agent fees		1,500.00
Blue sky fees and expenses		2,500.00
Miscellaneous expenses		1,893.03
Legal fees and expenses(relating to the preparation of our registration statement from inception to effective date and related documents)		15,000.00
Total	$	28,000.00


		ASSUMING THE SALE OF:
	600,000 SHARES (10% OF THE MAXIMUM OFFERING)		1,200,000 SHARES (20% OF THE MAXIMUM OFFERING)	2,400,000 SHARES (40% OF THE MAXIMUM OFFERING)	3,600,000 SHARES (60% OF THE MAXIMUM OFFERING)	6,000,000 SHARES (MAXIMUM OFFERING)

OFFERING PRICE/ SHARE	$ 0.01		$ 0.01	$ 0.01	$ 0.01	$ 0.01

BOOK VALUE/ SHARE BEFORE THE OFFERING	$(0.0014)		$(0.0014)	$(0.0014)	$(0.0014)	$(0.0014)

BOOK VALUE/ SHARE AFTER THE OFFERING	$(0.0036)		$(0.0028)	$(0.0015)	$(0.0004)	$0.0013

NET INCREASE (DECREASE) TO ORIGINAL SHAREHOLDERS	$(0.0022)		$(0.0014)	$(0.0001)	$0.0010	$0.0027

DECREASE IN INVESTMENT TO NEW SHAREHOLDERS	$(0.0136)		$(0.0128)	$(0.0114)	$(0.0104)	$(0.0087)

DILUTION TO NEW SHAREHOLDERS (%)	100%		100%	100%	100%	87%


	PRICE PER SHARE	NUMBER OF SHARES HELD	PERCENTAGE OF OWNERSHIP	CONSIDERATION PAID
6,000,000 SHARES SOLD
EXISTING SHAREHOLDERS	$0.00333	9,000,000	60%	$30,000
INVESTORS IN THIS OFFERING	$0.01	6,000,000	40%	$60,000

3,600,000 SHARES SOLD
EXISTING SHAREHOLDERS	$0.00333	9,000,000	71%	$30,000
INVESTORS IN THIS OFFERING	$0.01	3,600,000	29%	$36,000

2,400,000 SHARES SOLD
EXISTING SHAREHOLDERS	$0.00333	9,000,000	79%	$30,000
INVESTORS IN THIS OFFERING	$0.01	2,400,000	21%	$24,000

1,200,000 SHARES SOLD
EXISTING SHAREHOLDERS	$0.00333	9,000,000	88%	$30,000
INVESTORS IN THIS OFFERING	$0.01	1,200,000	12%	$12,000

600,000 SHARES SOLD
EXISTING SHAREHOLDERS	$0.00333	9,000,000	94%	$30,000
INVESTORS IN THIS OFFERING	$0.01	600,000	6%	$6,000


~~Name~~	~~Age~~	~~Position~~

~~David L. Estus~~	50	~~Chairman, CEO (Principal Executive Officer)~~ ~~CFO (Principal Financial and Accounting Officer)~~


SUMMARY COMPENSATION TABLE
Name and principal position (a)	Year (b)	Salary ($) (c)	Bonus ($) (d)	Stock Awards ($) (e)	Option Awards ($) (f)	Non-Equity Incentive Plan Compensation ($) (g)	Nonqualified Deferred Compensation Earnings ($) (h)	All Other Compensation ($) (i)	Total ($) (j)
⁽¹⁾ David Estus CEO, CFO and Director	2014	-	-⁽²⁾	-	-	-	-	6,000	6,000⁽²⁾


Title Of Class	Name, Title and Address of Beneficial Owner of Shares^(a)	Amount of Beneficial Ownership^(b)	Percent of Class
			Before Offering	After Offering^(d)
Common	David Estus (c)	9,000,000	100.00%	60.00%


	All Directors and Officers as a group (1 person)	9,000,000	100.00%	60.00%


~~Contents~~		~~Page(s)~~

~~Report of Independent Registered Public Accounting Firm~~		~~F-1~~

~~Balance Sheet at December 31, 2014~~		~~F-2~~

~~Statement of Operations for the Period December 15, 2014 (inception) to December 31, 2014~~		~~F-3~~

~~Statement of Stockholders’ Equity for the Period December 15, 2014 (inception) to December 31, 2014~~		~~F-4~~

~~Statement of Cash Flows for the Period December 15, 2014 (inception) to December 31, 2014~~		~~F-5~~

~~Notes to the Financial Statements~~		~~F-6~~

~~Unaudited Interim Financial Statements for the Six Month Period Ended June 30, 2015~~		~~F-10~~


	Common Stock		Common Stock Amount		Additional Paid-in Capital		Retained Deficit		Total
Balance – December 15, 2014 (inception) shares issued for organization services – officers compensation	6,000,000	$	6,000	$	-	$	-	$	6,000

Net loss							(6,610)		(6,610)
Balance – December 31, 2014 (audited)	6,000,000	$	6,000	$	-	$	(6,610)	$	(610)


	June 30, 2015		December 31, 2014
		(unaudited)		(audited)
Intangible assets consisting of certain development costs and purchased software for design and graphics	$	20,300	$	-
Less: Accumulated amortization		(4,652)		( -)
Net property and equipment	$	15,648	$	-

5% Stockholders: (number)

Common Stock

Common Stock

Common Stock

Common Stock

Common Stock