As filed with the Securities and Exchange Commission on February 3, 2022

Registration No. 333-260646

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 4

TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AMERICAN REBEL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

718 Thompson Lane, Suite 108-199

Nashville, Tennessee, 37204

(833)267-3235

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

Charles A. Ross, Jr.

Chief Executive Officer

718 Thompson Lane, Suite 108-199

Nashville, Tennessee, 37204

(833) 267-3235

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

Copies to:

Approximate date of commencement of proposed sale to the public:

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.

CALCULATION OF REGISTRATION FEE

¹Estimated solelyIf 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 whichthereafter become issuable by reason of any stock split, stock dividend, anti-dilution provisions or similar transaction effected without the receipt of consideration which resultseffective in an increase in the numberaccordance with Section 8(a) of the outstanding shares of common stock ofSecurities 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 iswe are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to completion September 25, 2015

6,000,000 SHARES

COMMON STOCK

CUBESCAPE,AMERICAN REBEL HOLDINGS, INC.

CubeScape,

2,258,065 Units

Each Unit Consisting of One Share of Common Stock and

One Warrant to Purchase Common Stock

2,258,065 Pre-funded Units

Each Pre-funded Unit Consisting of a Pre-funded Warrant to Purchase One Share of Common Stock and a Warrant to Purchase One Share of Common Stock

We are offering 2,258,065 units (each a “Unit” and collectively, the “Units”) of American Rebel Holdings, Inc. (“CSI”(the “Company,” “American Rebel,” “we,” “our” or “us”) with each Unit consisting of one share of Common Stock, par value $0.001, which we refer to as the “Company”“Common Stock”, and one warrant (each a “Warrant”) to purchase one share of Common Stock. The Units have no stand-alone rights and will not be certified or issued as stand-alone securities. We anticipate a public offering price between $4.15 and $5.15 per Unit. Furthermore, the 2,258,065 units amount referenced above is based on the Units being sold at $4.65 per Unit, the mid-point of the estimated offering price range, and such Units amount is subject to change if the Unit price is less than $4.65 in such manner to maintain gross proceeds in the amount of $10.5 million. For instance, if the Unit price is $4.15 per Unit, the number of Units to be sold in the offering shall be 2,530,121. The Warrants included in the Units are exercisable immediately and have an exercise price of $5.81 per share (125% of the price per Unit sold in this offering.) The Warrants will be listed for sale a maximumtrading as described below and will expire five years from the date of 6,000,000their issuance. This offering also includes the shares of Common Stock issuable from time to time upon exercise of the Warrants.

We are also offering to those purchasers, if any, whose purchase of Units in this offering would otherwise result in the purchaser, together with its common stockaffiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding Common Stock immediately following the consummation of this offering, the opportunity to purchase, if the purchaser so chooses, pre-funded units (each a fixed“Pre-funded Unit”) in lieu of Units that would otherwise result in the purchaser’s beneficial ownership exceeding 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding Common Stock. Each Pre-funded Unit will consist of a pre-funded warrant to purchase one share of our Common Stock at an exercise price of $0.01 per share. There is no minimumshare (each a “Pre-funded Warrant”) and a Warrant. Subject to limited exceptions, a holder of Pre-funded Warrants will not have the right to exercise any portion of its Pre-funded Warrants if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or, at the election of the holder, such limit may be increased to up to 9.99%) of the number of shares that must beCommon Stock outstanding immediately after giving effect to such exercise. The purchase price of each Pre-funded Unit is equal to the price per Unit being sold by us for the offering to close, and we will retain all proceeds from the sale of any of the offered shares that are sold. The offering is being conducted on 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 members 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 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, minus $0.01. The Pre-funded Warrants will be payableimmediately exercisable, subject to The Krueger Group, LLP - Attorney-Client Trust Account. All subscription funds willthe exercise limitation described in this paragraph, and may be held in a non-interest-bearing account pending the completionexercised at any time until all of the offering. ThePre-funded Warrants are exercised in full.

We are offering up to 2,258,065 Units and up to 2,258,065 Pre-funded Units, in the aggregate not exceeding more than a total of 2,258,065 Units. For each Pre-funded Unit we sell, the number of Units we are offering will be completed 180 days fromdecreased on a one-for-one basis. Units and Pre-funded Units will not be issued or certificated. The shares of Common Stock and/or Pre-funded Warrants, as the case may be, and the Warrants included in the Units or the Pre-funded Units, can only be purchased together in this offering, but the securities contained in the Units or Pre-funded Units will be issued separately and will be immediately separable upon issuance.

Our Common Stock is currently quoted on the OTCQB tier of the OTC Market Group, Inc. under the symbol “AREB.” The last reported sale price of our Common Stock on February 2, 2022 was $0.057 per share. We have applied to list our Common Stock and Warrants on The Nasdaq Capital Market (“Nasdaq Capital Market”) under the symbols “AREB” and “AREBW,” respectively. Our Nasdaq listing application has been approved subject to notice of issuance.

For purposes of the registration statement of which this prospectus forms a part, the assumed public offering price per Unit is $4.65 (the mid-point of the estimated offering price range). The actual offering price per Unit will be as determined between EF Hutton, division of Benchmark Investments, LLC, as representative of the underwriters (the “Representative”) and us at the time of pricing and may be issued at a discount to the current market price of our Common Stock. Factors to be considered will include our historical performance and capital structure, prevailing market conditions and overall assessment of our business. The market price of our Common Stock will be one of several factors to be considered in determining the actual offering price.

Unless otherwise noted, the share and per share information in this prospectus reflects a reverse stock split of the outstanding Common Stock of the Company at an assumed one-for-eighty (1:80) ratio to occur immediately following the effective date of the registration statement of which this prospectus unless extended by our boardforms a part but prior to the closing 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”.offering.

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 investmentInvesting in our common stock is considered an illiquid investment.

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (“JOBS Act”), and will therefore be subject to reduced public company reporting requirements.  securities involves a high degree of risk. See “Risk Factors”“Risk Factors” beginning on page 9.

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

OUR AUDITORS HAVE SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE 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.

We have granted a 45 day option to the Representative, exercisable one or more times in whole or in part, to purchase up to an additional 338,710 shares of Common Stock or 338,710 Pre-funded Warrants and/or up to an additional 338,710 Warrants (based on the assumed public offering price of $4.65 per Unit, the mid-point of the estimated offering price range described above), at the public offering price per share of Common Stock and per Warrant, respectively, less, in each case, the underwriting discounts payable by us. This option equals 15% of the Common Stock, or Pre-funded Warrants and/or Warrants in this offering, which may be allocated in the sole discretion of the Representative. The securities issuable upon exercise of this option are identical to those offered by this prospectus and have been registered under the registration statement of which this prospectus forms a part. 

The Representative expects to deliver the securities against payment in New York, New York on or about ______ , 2022.

Sole Book-Running Manager

EF HUTTON

division of Benchmark Investments, LLC

The date of this prospectus is                    ____________, 2015., 2022

TABLE OF CONTENTS

PROSPECTUS SUMMARY

About CubeScape, Inc.

We are an internet portal - based , software - driven, cubicle panelThrough and wall covering business. The Company was incorporated under the laws of the State of Nevada on December 15, 2014. On January 15, 2015 we entered into an agreement with our founder, Mr. David Estus, at which time we acquired a comprehensive business plan, certain tangible assets and intangible assets with which we started CubeScape’s business operations. Mr. Estus has been working on the CubeScape business model for many years since obtaining the ‘CUBESCAPES’ trademark from the United States Patent and Trademark Office on April 17, 2007. As of September 25, 2015, we had one employee, our founder and executive officer, Mr. Estus. Throughincluding _______ (the 25th day after the date of this report, Mr. Estus has devoted between 10prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and 20 hours per weekwith respect to an unsold allotment or subscription.

You should rely only on the information contained in this prospectus. Neither we nor the underwriter have authorized anyone to provide any information or to make any representations other than those contained in this prospectus we have prepared. We take no responsibility for, and can provide no assurance as to the Company’s business operations. Wereliability of, any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date. You should also read this prospectus together with the additional information described under “Additional Information.”

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that reflect our current expectations and views of future events, all of which are subject to risks and 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, see “Risk Factors” beginning on page 15 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 undertake 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.

Industry Data and Forecasts

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 agreementmaterial 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.

PROSPECTUS SUMMARY

The following highlights certain information contained elsewhere in place with Mr. Estus. Forthis prospectus. It does not contain all the remainder of 2015, Mr. Estus has agreeddetails concerning this offering, including information that may be important to continueyou. 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. Therefer 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 sharesoperates primarily as a marketer and designer of its common stock to Mr. Estus on December 15, 2014 (at inception) in exchange for his organizational services. These services were valued at $6,000. As described above, in January 2015 Mr. Estus sold tobranded 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 comprehensivepremium on their security and extensive business plan packedprivacy. 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 yearsthe American Rebel brand.

Our safes and personal security products are constructed primarily of research and development efforts, software development costs relatedU.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 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 equipmentstore our customers’ priceless keepsakes, family heirlooms and treasured memories, and aim to be used in its business operations. The Company believes $24,000 representsmake 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 valuestrength of the tangibleour 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 will continue to improve upon our business plan and its 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 have incurred significant quantifiable and unquantifiable costs related to this development. We have a significant amount of work that needs to be completed and working capital that needs to be secured in order to bringimprove the performance and affordability of our productproducts 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 productoffer an assortment of personal security products as well as apparel and cannot predict whenaccessories for men and women under the Company’s American Rebel brand. Our backpacks utilize what we believe is a saleable product will be ultimately 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 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

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. 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.

Below is a summary of the different safes we offer:

Personal Security

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 advantageassortment 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. These concealed carry backpacks are designed for everyday use while keeping firearms concealed, safe and easily accessible.

Apparel and Accessories

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 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 founderenthusiasts’ and CEO’s professional history. Management believes that Mr. Estus’ video gamecustomers’ lifestyle, representing the values of our community and software developmentquintessential 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.

Upcoming Product Offerings

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:

Our Competitive Strengths

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

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 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 more layers of 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 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 executingexisting markets; (2) strategic acquisitions, and improving(3) expanding the scope of our coreoperation 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 operationsmore 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 prospects.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 Companycornerstone of our business has no current intentions, plans, arrangements, commitments or understandingshistorically been our safes product offering. We are focused on continuing to engagedevelop our home, office and personal safes product lines. We are investing in a merger or acquisition with another company nor does the Company or any of its shareholders have any plansadding what we believe are distinctive technology solutions to enter into a change of control or similar type of transaction.our safes.

Business Operations

CubeScape is a progressive cubicle panel and 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 cultural 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 upon which they are applied. 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).

We maintain a vast library of contemporary images that are both hipalso working to increase floor space dedicated to our safes and cutting edge. Contemporary themes developed primarily bystrengthen our founder have becomeonline presence in order to expand our specialty : rock concerts, club scenes, inner-city,reach to new enthusiasts and urban themes to fascinating industrial settings.build our devoted American Rebel community. We intend to produce our wrap-around covers through 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, readycontinue to applyendeavor to your cubicle wall or other surface. Our strategy is to exploit what we believe to be a growing market for non-permanent decal-based décor, targeting the office cubicle environment 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 the elements of naturecreate and provide a unique personality to otherwise yet inanimate objects. Through our developmentretailers and recent growth, we have identified an untapped market that may contain more than 100 million cubicle-bound workers (or “cube jockeys”) in the United States alone. We believe cube jockeys are ready for a change.  

We intend to develop the brand “CubeScape” for durable, high quality panoramic vinyl wall graphics using an interactive design portal , all to be made in America. Our design portal will provide our users with the ability to create unique wall and cubicle panel art that enhances office and cubicle space with a new approach to work space aesthetics. These products are 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 and 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.

Strategic Acquisitions for Long-term Growth 

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.

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 approachmaterial growth segment for our business. Several cannabis dispensary operators have expressed interest in the opportunity to integrating corporate office work spacehelp them with art. We believe this approachtheir inventory locking needs. Cannabis dispensaries have various insurance requirements and local ordinances requiring them to secure their inventory when the dispensary is necessary for breaking current office work space decisions, creating a long-lasting consumer relationship and happy, productive cube jockeys.

Through the assistance of a software development firm (whose servicesclosed. Dispensary operators have been solicited since early 2011)purchasing gun safes and independently taking out the effortsinside 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 our founder, Mr. Estus 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 design portalVault 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.

Competition

The safe industry is taking shapedominated by a small number of companies. We compete primarily on the quality, safety, reliability, features, performance, brand awareness, and product design methodprice 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 substantial uncertainty related to the supply chain and delivery of international goods, we have a competitive advantage because of what we believe is near completion. our affinity marketing with the American Rebel brand and the fact our safes are not manufactured overseas.

Financing Arrangements

We developedcurrently have a durablenumber of financing arrangements, including term loan agreement and technical frameworkpromissory notes, that we rely on to finance our operation. In certain cases, including the interest payments thereunder, those financing arrangements are payable in shares. We have recently been in and program design alongcontinue to be in default under certain of those financing arrangements. Most of those financing arrangements that were in default have been renegotiated. We continue to be in default under two of our financing arrangements with outstanding borrowings of an aggregate amount of approximately $280,000.

As of the date hereof, we are in breach of a note that was due on August 3, 2021, and a note that was due on October 13, 2021; no acceleration of the debt or notice of defaults, however, have been sent by the aforementioned note holders. We plan to repay these financing arrangements with a sticky (“gooey” or graphical user interface, “GUI”) interface that has been successfulportion of the proceeds from this Offering. As a result, we will no longer be in default of our financing arrangements.

For a complete description of our 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 computerCommon Stock,” “Our indebtedness could adversely affect our business and video game industry.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.”

Intellectual Property

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.

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 increases to federal, state and local governmental regulation of gun storage to have a positive effect on our business.

Effects of COVID-19

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 not yet formed any meaningful industry relationshipsrecently 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 safes.

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 office furnituresafes and vault industry, butand 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 intend to. The Companyare 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 seek 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 capitalizeshave on our product.results of operations, liquidity or long-term financial results.

We intend

Risks Affecting Us

Our business is subject to staff our organizationnumerous risks and its management team with various skills such as product design, engineering, software development along with a strong emphasisuncertainties, including those discussed in the section titled “Risk Factors” beginning on graphics designpage 15 and media/art.elsewhere in this prospectus. These risks include the following:

Corporate Information

Our principal executive offices are located at 1854 Oxford Avenue, Cardiff-by-the-Sea, California 92007.718 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 prospectus as “CSI,” the “Company,” “we,” or “us”.purchase our securities.

Nasdaq Listing and Reverse Stock Split

We have no revenues, have achieved losses since inception, have limited operations, haveapplied to list our Common Stock and Warrants on the Nasdaq Capital Market under the symbols “AREB” and “AREBW”, respectively. Our Nasdaq listing application has been issued a going concern opinion byapproved subject to notice of issuance.

Except as otherwise indicated, all references to our auditorsCommon Stock, share data, per share data and will rely uponrelated information has been adjusted to reflect the salereverse stock split ratio of 1-for-80 (“Reverse Stock Split”) as if it was effective and as if it had occurred at the beginning of the earliest period presented. The Reverse Stock Split is expected to combine every eighty (80) shares of our common stock and loans from unrelated parties to fund operations.outstanding Common Stock into one (1) share of Common Stock, without any change in the par value per share.

Emerging Growth Company

We are and we will remain an "emerging growth company" as defined under The Jumpstart Our Business Startups Act (the “JOBS Act”), untilexpected to effect the earliest to occur of (i) the last day of the fiscal year during which our total annual revenues equal or exceed $1 billion (subject to adjustment for inflation), (ii) the last day of the fiscal yearReverse Stock Split immediately following the fifth anniversary of our initial public offering, (iii) the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt securities, or (iv) the date on which we are deemed a "large accelerated filer" (with at least $700 million in public float) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”).

As an "emerging growth company", we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include:

· only two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced “Management’s Discussion and Analysis” disclosure;

· reduced disclosure about our executive compensation arrangements;

· no requirement that we hold non-binding advisory votes on executive compensation or golden parachute arrangements; and

· exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting.

We have taken advantage of some of these reduced burdens, and thus the information we provide stockholders may be different from what you might receive from other public companies in which you hold shares.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we are choosing to “opt out” of such extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

Notwithstanding the above, we are also currently a “smaller reporting company”, meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have a public float of less than $75 million and annual revenues of less than $50 million during the most recently completed fiscal year. In the event that we are still considered a “smaller reporting company”, at such time as we cease being an “emerging growth company”, the disclosure we will be required to provide in our SEC filings will increase, but will still be less than it would be if we were not considered either an “emerging growth company” or a “smaller reporting company”.  Specifically, similar to “emerging growth companies”, “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act (“SOX”) requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide two years of audited financial statements in annual reports.

The Offering

We are offering for sale a maximum of 6,000,000 shares of common stock at a fixed price of $0.01 per share (this “Offering”). There is no minimum number of shares that must be sold by us for this Offering to close, and we retain all the proceeds from the sale of the offered shares we sell. This Offering is being conducted on a self-underwritten, best efforts basis, which means our founder, 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 all of the shares himself and intends to offer them to friends, family 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. Krueger 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 Krueger LLP at the address provided in the Subscription Agreement (see Exhibit 99.1).

All subscribed funds will be held in a non-interest-bearing account pending the completion of this Offering. This Offering ordinarily will be completed 180 days from the effective date of the registration statement of which this prospectus unless extended byforms a part but prior to the closing of the offering, concurrent with the filing of our Boardsecond amended and restated articles of Directors for an additional 180 days. There is no minimumincorporation to (i) decrease the number of issued and outstanding shares of the Common Stock from 127,789,623 to 1,597,371 shares, (ii) effectuate the Reverse Stock Split. No fractional shares will be issued in connection with the Reverse Stock Split and all such fractional interests will be rounded up to the nearest whole number of shares that must be sold. All subscription agreementsof Common Stock. The conversion or exercise prices of our issued and checks for paymentoutstanding convertible securities, stock options and warrants have had corresponding adjustments. The number of authorized shares of Preferred Stock remains 10,000,000 following the effectuation of the Reverse Split and the voting rights of our Series A Preferred Stock remains at 1,000:1.

THE OFFERING

The total number of shares are irrevocable (except for statesof our Common Stock that require a statutory cooling-off period or provide for rescission rights towill be outstanding after this offering is based on 1,849,069 shares of Common Stock outstanding as of February 3, 2022 (which assumes effectuation of the prospective investor).

The Company will deliverreverse stock certificates forsplit as previously references), and 600,000,000 authorized shares of Common Stock. Unless otherwise indicated, the shares of common stock purchased within 30 daysCommon Stock outstanding after this offering assumes no sale of Pre-funded Warrants in this offering, which, if sold, would reduce the number of Common Stock that we are offering on a one-for-one basis, and, and excludes the following:

● 67,742 shares of Common Stock issuable upon exercise of the close ofRepresentative’s Warrants (or up to 77,937 assuming the Representative’s option is exercised in full) to be issued in connection with this Offering or as soon thereafter as practicable.offering, subject to limited adjustment; and

The offering price● any securities issuable upon exercise 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.Representative’s option.

SUMMARY CONSOLIDATED FINANCIAL DATAINFORMATION

The following summary consolidated statements of operations and balance sheet data for the fiscal years ended December 31, 2020, and 2019, have been derived from our audited consolidated financial informationstatements included elsewhere in this prospectus. Additionally, the summary consolidated statements of operations data for the nine months ended September 30, 2021, and 2020 have been derived from our unaudited consolidated financial statements included elsewhere in this prospectus. The summary consolidated balance sheet data as of September 30, 2021, are derived from our unaudited consolidated financial statements that are included elsewhere in this prospectus. The historical financial data presented below is not necessarily indicative of our financial results in future periods, and the results for the nine months ended September 30, 2021, is not necessarily indicative of our operating results to be expected for the full fiscal year ending December 31, 2021, or any other period. You should be read the summary consolidated financial data in conjunction with theour consolidated financial statements and the accompanying notes contained elsewhereand “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our consolidated financial statements are prepared and presented in this prospectus.

accordance with United States generally accepted accounting principles, or U.S. GAAP. Our consolidated financial statements have been prepared on a basis consistent with our audited financial statements and include all adjustments, consisting of normal and recurring adjustments that we consider necessary for a fair presentation of the financial position and results of operations as of and for such periods. The following summary consolidated statements of operations and balance sheet do not reflect the 1-for-80 reverse split of our Common Stock in share totals or per share data.

AMERICAN REBEL HOLDINGS, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

See Notes to Financial Statements.

AMERICAN REBEL HOLDINGS, INC.

UNAUDITED CONSOLIDATED BALANCE SHEETS

See Notes to Financial Statements.

RISK FACTORS

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. Carefullycarefully consider these risk factors, along withand evaluate all of the other information includedcontained in this prospectus before you decide to investpurchase any Units, Pre-funded Units, Warrants or Common Stock pursuant to this offering. The risks and uncertainties described in sharesthis 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.

RISKS RELATED TO OUR BUSINESS AND INDUSTRY

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 anyWe 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 riskfacilities of the third-party manufacturer that we use. While we may acquire our own manufacturing facility in the future 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 weresuch 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 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 enterprises, 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. If that happens, the market priceMoreover, 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 common stock, if any, could decline,business, financial condition and prospective investors would likely lose all or even part of their investment.operating results.

Risks RelatedWe 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 the Businessexecute 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.

1.

CSIWe cannot predict when we will achieve profitability.

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 profitability, if achieved, can be sustained on an ongoing basis. As of September 30, 2021, we had an accumulated deficit of $25,760,803.

There is substantial doubt regarding our ability to continue as a going concern absent obtaining adequate new debt or equity financing and achieving sufficient sales levels.

Our management has virtually no financial resources. Our independent registered auditors’ report includes an explanatory paragraph statingdetermined that there is substantial doubt about our ability to continue as a going concern.

CSI is an early stage company and virtually nothe report of our independent registered public accounting firm on our consolidated financial resources currently available to it. We had tangible assets of none and $3,852 as ofstatements for the years ended December 31, 20142020, and June 30, 2015, respectively. We had negative 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 and June 30, 2015, respectively. Our independent registered auditors2019 included an explanatory paragraph in their opinion on our financial statements as of and forwith respect to the period ended December 31, 2014 that states that Company losses from operations raise substantial doubt about itsforegoing. Our ability to continue as a going concern. Weconcern is dependent upon our ability to raise additional capital and implement our business plan. This determination was based on the following factors: (i) the Company has a working capital deficit as of December 31, 2020, used cash in operations of approximately $2.5 million in 2020, and the Company’s available cash as of the date of this filing will not be sufficient to fund its anticipated level of operations for the next twelve (12) months; (ii) the Company will require additional financing for the fiscal year ending December 31, 2021 to continue at its expected level of operations; and (iii) if the Company fails to obtain the needed capital, it will be requiredforced to seek additional financing beyonddelay, scale back, or eliminate some or all of its development activities or perhaps cease operations. In the amount that may be received from this Offering. Financing sought may be inopinion of management, these factors, among others, raise substantial doubt about the form of equity or debt from sources yet to be identified. Until we complete this Offering mostability of the efforts of our founder, President and CEO will be spent on the registration efforts with limited efforts in the execution of 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 financingCompany to continue as a going concern.concern as of the date of the end of the period covered by this prospectus and for one year from the issuance of the consolidated financial statements.

American Rebel has limited financial resources. There is substantial doubt about our ability to continue as a going 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.

Our substantial level of indebtedness and our current resourcesliquidity constraints could adversely affect our financial condition and sourceour ability to service our indebtedness, which could negatively impact your ability to recover your investment in the Common Stock.

We have a substantial amount of working capital funds, primarily consistsindebtedness, which requires significant interest payments. As of September 30, 2021, following the financial restructuring that occurred on September 29, 2021 (the “Cavalry Bridge Loan”), we and our subsidiary had approximately $5,116,044 of indebtedness outstanding and approximately $5,061,430 as of December 31, 2021. As part of the Debt Restructuring, we entered into a financing transaction with accredited investor Cavalry Fund I, L.P., a Delaware limited partnership (“Cavalry”), that provided, among other covenants, for (i) optional conversion of amount due under the underlying loan into shares of the Company’s Common Stock, (ii) a mandatory conversion pursuant to which the principal amount and any accrued or unpaid interest automatically convert into the Company’s Common Stock, or into the Company’s Common Stock and warrants, if warrants are included in certain subsequent financing events, and (iii) encumbrances on all of the assets of the Company, including a lien on and security interest in all of the issued and outstanding equity interests of the wholly-owned subsidiary of the Company. Further, in connection with the Cavalry Bridge Loan, the Company entered into a registration rights agreement whereby the Company agreed to file a registration statement covering Cavalry’s resale of all of the Common Stock underlying the loan and the warrants following 30 days of the entering into the Cavalry Bridge Loan (See full description of the terms of the Cavalry Bridge Loan on page 40 below). The Cavalry Bridge Loan will be converted into 336,230 shares of Common Stock following the effective date of the registration statement of which this prospectus forms a part but prior to the closing of the offering.

Although we are currently in default under certain our loans, from unaffiliated third parties whoour creditors have not sought to accelerate loans and we plan to repay all defaulted indebtedness with proceeds of the offering. However, if our creditors accelerate the loans, it could have a material negative impact on the Company and its financial condition. Our substantial level of indebtedness and the current constraints on our liquidity could have important consequences, including the following:

We and our subsidiary may be able to incur substantial additional indebtedness in the future, subject to the restrictions contained in the agreements governing our indebtedness. To the extent new indebtedness is added to our debt levels, the related risks that we now face could intensify. If we are business associatesunable to comply with our covenants under our indebtedness our liquidity may be further adversely affected.

Our ability to meet our expenses, to remain in compliance with our covenants under our debt instruments and to make future principal and interest payments in respect of our founder, Presidentdebt depends on, among other factors, our operating performance, competitive developments and CEO. These sources we believefinancial market conditions, all of which are significantly affected by financial, business, economic and other factors. We are not able to control many of these factors. Given current industry and economic conditions, our cash flow may not be sufficient to keepallow us to pay principal and interest on our business operations functioningdebt and meet our other obligations.

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 next threesale 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 backpack and apparel suppliers have facilities both in China and Mexico and the imposition of tariffs or border adjustment taxes may affect our financial results. The current political climate is hostile to six months. We do not have a formal agreement with our founder 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 mostcompanies manufacturing goods outside of the Company’s operational needs on his own without any cash compensation while he seeks other sourcesUS. At the current manufacturing levels, it is impractical to seek manufacturing facilities in the United States as US manufacturers are unable to meet or even approach the cost of funding. This may include seekingmanufacturing small quantities of custom-made goods. We are in the process of locating an alternative supplier which will have the capacity to delay or defer paymentsproduce commercial volumes of our backpacks and apparel to third party vendors and unaffiliated third parties. To date, this type of deferred payment method has helped us withmeet 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. Weexpected demands. However, we have not generated any revenues fromyet located a suitable supplier and, even if we are able to do so, there is no guarantee that our manufacturing process will scale to produce our products in quantities sufficient to meet demand.

An inability to expand our e-commerce business and sales organization to effectively address existing and new markets that we intend to target could reduce our future growth and impact 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 continueend 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 financingat 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 continuesuccessfully expand our e-commerce business to receive fundsrespond 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 risks and uncertainties or to successfully maintain and expand our direct-to-consumer business may have an adverse impact on our business and operating results.

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 death. Our products expose us to potential product liability, warranty liability, and personal injury claims and litigation relating to the use or misuse of our 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 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 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, operating results, and financial condition. Although we maintain product liability insurance in amounts that we believe are reasonable, we may not be able to maintain such insurance on acceptable terms, if at all, in the future and product liability claims may exceed the amount of insurance coverage. In addition, our reputation may be adversely affected by such claims, whether or not successful, including potential negative publicity about our products.

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.

As of December 1, 2021, our consolidated indebtedness was $5,008,183, with approximately $1,624,953 due to related parties. Our indebtedness could have important consequences, including the following:

Further, nearly 6% of our current indebtedness is in default, which subjects us to potential litigation, increased fees and expenses, increased interest rates and other potential damages. The Company is in negotiations with debt holders who hold notes in default to cure the defaults. The Company plans to repay defaulted indebtedness with the proceeds from these sources or continuethe offering. However, if our operations beyondcreditors accelerate the loans, it could have a month-to-month basis.

2.

CSI is and will continue to be completely dependentmaterial negative impact on the servicesCompany and its financial condition.

Our ability to repay our significant indebtedness will depend on our ability to generate cash, whether through cash from operations or cash raised through the issuance of additional equity-based securities. To a certain extent, our ability to generate cash is subject to general economic, financial, competitive, legislative, regulatory, and other factors that are beyond our control. If our business does not generate sufficient cash flow from operations or if future equity financings are not available to us in amounts sufficient to enable us to fund our liquidity needs, our financial condition and operating results may be adversely affected. If we cannot make scheduled principal and interest payments on our debt obligations in the future, we may need to refinance all or a portion of our founder, president, and CEO, David Estus,indebtedness on or before maturity, sell assets, delay capital expenditures, cease operations or seek additional equity.

Despite the loss of whose services may cause our business operations to cease, and we will need to engage and retain qualified employees and consultants to further implement our strategy.

Our operations and business strategy are completely dependent upon the knowledge and business connections of Mr. 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, itincur 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 uncertainexpected 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.

Product defects could adversely affect the results of our operations.

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

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 executehave a material adverse effect on our business along the lines describedand financial results.

Our profitability in this prospectus.part is dependent on material and other manufacturing costs. We will fail without the services of Mr. Estusare 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 obtainreduce 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 insuranceas 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, itAs 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 importantcurrently 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 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, motivatepotentially undertake will involve significant risks, and retain highly qualified and talented personnel or independent contractors to furtherany acquisitions that we undertake in the future could disrupt our business, efforts.

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

In the event that no market forto purchase our shares.

Since therecommon shares 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,ever created, it is likely that the entire investment of a purchaser in our common stockCommon Stock would be lost. Even if all of the shares in this Offering are purchased, we could have the very same result.

16.

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,Stockholders’ voting power 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.

17.

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

We do not have a committed sourceOur Second Amended and Restated Articles of financing. Wherever possible,Incorporation authorizes our Board of Directors will attempt to use non-cash considerationissue 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 consisthave designated 100,000 shares as Series A – Super Voting Convertible Preferred Stock (“Series A Preferred Stock”) (which were issued to two members of restrictedour current management, Messrs. Charles A. Ross, Jr. and Douglas Grau, and have superior voting rights of 1,000 to 1 over shares of our common stock. OurCommon Stock, resulting in nearly 96% of the available stockholder votes upon the closing of the offering.). 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 actionto issue shares of Common Stock, preferred stock or votewarrants 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 allcompany’s outstanding Common Stock or partvoting power.

Given that we do not have committed sources 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 a trading market develops for our common stock,financing, we may attempt to raise capital by selling shares, possibly at a deep discount to market. These actions willmay result in dilution of the ownership interests and voting power of existing shareholders,stockholders, further dilute common stockCommon Stock book value, and that dilution may be material.

18.

The proposed aggregate proceedsdelay, defer or prevent a change of this Offering are slightly more than the estimated costscontrol. As of this Offering, so the Company may not receive any economic benefit from 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). We have estimated the costs of this Offering ; however , these costs could significantly rise through delay and other conditions that areFebruary 3, 2022, we had approximately 2.55 million total shares outstanding, out of our control. We may, therefore, receive no financial benefit from the completion of this Offering and may pay for some 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.

19.

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

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

20.

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 it1,849,069 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.

21.

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:

(i)

any market for our shares will develop;

(ii)

the prices at which our common stock will trade; or

(iii)

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

If we become able to have our shares of common stock quoted on the OTCBB,Common Stock, $0.001 par value, 100,000 were Preferred shares Class A, $0.001 par value, and 75,143 were Preferred shares Class B, $0.001 par value. As of December 31, 2021, 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 thathad approximately 701,776 shares of Common Stock issuable upon exercise of outstanding stock warrants with 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.

22.

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 anweighted average exercise price of less than $5.00$8.45 per share, subjectshare.

Additionally, series of preferred stock may carry the preferred right to a limited numberour assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders 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 brokerCommon Stock, superior voting or dealer approve a person's account for transactions in penny stocksconversion rights and the broker or dealer receive from the investor a written agreementright to the transaction setting forth the identity and quantityredemption of the penny stock to be purchased. In order to approveshares, together with 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 investorpremium, 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 sharesredemption 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.

23.

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.

24.

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”.

25.

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 stockholdersCommon Stockholders and with the ability to affect adversely stockholder voting power and perpetuate their control over us.

Our articlesSecond Amended and Restated Articles of incorporationIncorporation 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 stockCommon Stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock.Common Stock.

26.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 Common Stock, and Quotes on OTC markets may not be indicative of the share prices of corporations whose shares are traded on national stock exchanges such as NASDAQ .

The ability

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 volume fluctuations in the future, which could adversely affect the market price of our founderCommon Stock without regard to our operating performance and CEOthe market price of our Common Stock after this offering may drop below the price you pay. Quotes on OTC markets, on which are the Company’s Common Stock is currently listed, may not be indicative of the share prices of corporations whose shares are traded on national stock exchanges such as NASDAQ. 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 the financial markets, including as the result of the COVID-19 pandemic, could cause the price of our Common Stock to controlfluctuate 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, therefore, can offer no assurances that the market for our business may limitCommon Stock will be stable or eliminate minority shareholders’ ability to influence corporate affairs.appreciate over time.

Investors in this offering will experience immediate and substantial dilution in net tangible book value.

UponThe public offering price per Unit is substantially higher than the net tangible book value per share of our outstanding shares of Common Stock. As a result, investors in this offering will incur immediate dilution of $3.63 per share, based on the assumed public offering price of $4.65 per Unit, the mid-point of the estimated offering price range described on the cover of this prospectus. Investors in this offering will pay a price per Unit that substantially exceeds the book value of our assets after subtracting our liabilities. To the extent that the Warrants sold in this offering are exercised, you will experience further dilution. See “Dilution” for a more complete description of how the value of your investment will be diluted upon the completion of this Offering,offering.

Immediately prior to the consummation of this offering, we expect to have approximately 701,776 outstanding stock options to purchase our founderCommon Stock with an average exercise price of $8.45. To the extent that these options are exercised, there may be further dilution.

Warrants are speculative in nature.

The Warrants and CEO will beneficially own an aggregatethe Pre-funded Warrants included in the Units and Pre-funded Units, respectively, in this offering do not confer any rights of 60 percentCommon Stock ownership on their holders, such as voting rights or the right to receive dividends, but rather merely represent the right to acquire shares of our common stock assumingCommon Stock at a fixed price for a limited period of time. Specifically, commencing on the saledate of all shares being registered. Becauseissuance, holders of his beneficial stock ownership, our founder,the Warrants and CEO will be in a positionPre-funded Warrants may exercise their right to continueacquire the Common Stock and pay an exercise price of per share, prior to elect our Board of Directors, decide all matters requiring stockholder approval and determine our policies. The interests of our founder and CEO may differfive years from the interestsdate of other shareholdersissuance, after which date any unexercised Warrants and Pre-funded Warrants will expire and have no further value. Until holders of the Warrants and Pre-funded Warrants acquire Common Stock upon exercise of the Warrants or Pre-funded Warrants, the holders will have no rights with respect to the Common Stock issuable upon exercise of the Warrants and Pre-funded Warrants. Upon exercise of the Warrants or Pre-funded 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, following this offering, 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 Pre-funded Warrants, and consequently, whether it will ever be profitable for holders of the Warrants and Pre-funded Warrants to exercise the Warrants or Pre-funded Warrants.

Although our Nasdaq listing application to list the Warrants included in the Units has been approved subject to notice of issuance,, there is no assurance that an active trading market will develop.

Although our Nasdaq listing application to list the Warrants included in the Units has been approved subject to notice of issuance, there can be no assurance that there will be an active trading market for the Warrants. There is presently no established public trading market for the Pre-funded Warrants being offered in this offering and we do not expect a market to develop. In addition, we do not intend to apply to list the Pre-funded Warrants on any securities exchange or nationally recognized trading system, including the Nasdaq. Without an active trading market, the liquidity of shares, businessthe Warrants and Pre-funded Warrants will be limited.

Provisions of the Warrants and Pre-funded Warrants offered by this prospectus 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 and Pre-funded Warrants offered by this prospectus could make it more difficult or expensive for a third party to acquire us. The Warrants and Pre-funded Warrants prohibit us from engaging in certain transactions withconstituting “fundamental transactions” unless, among other things, the surviving entity assumes our obligations under the Warrants and Pre-funded Warrants. These and other provisions of the Warrants and Pre-funded Warrants offered by this prospectus could prevent or salesdeter a third party from acquiring us even where the acquisition could be beneficial to other companies, selection ofyou.

Our executive officers and directors, and their affiliated entities, along with our two 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 valuelargest stockholders, own a significant percentage of our stock and will be able to exert significant control over matters subject to stockholder approval.

Upon consummation of this offering (based on shares becauseoutstanding as of January 12, 2022), our founderexecutive officers and CEO may institute or undertake transactions, policies or programs that may result in losses, may not take any steps to increasedirectors, together with entities affiliated with such individuals, along with our visibility in the financial community or may sell sufficient numbers of shares to significantly decrease our price per share.

27.

Alltwo other largest stockholders, will beneficially own approximately 20.1% of our presently issuedCommon Stock (approximately 18.5% if the underwriters’ option is exercised in full). Accordingly, these stockholders may, as a practical matter, continue to be able to control the election of a majority of our directors and outstanding common shares are restricted under Rule 144the determination of all corporate actions after this offering. This concentration of ownership could delay or prevent a change in control of the Securities Act,Company.

Additionally, as amended. Whenreferenced above, we issued 100,000 shares of Series A Preferred Stock to two members of our current management, Messrs. Charles A. Ross, Jr. and Douglas Grau, which have superior voting rights of 1,000 to 1 over shares of our Common Stock, resulting in nearly 96% of the restrictionavailable stockholder votes upon the closing of the offering. 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.

We do not anticipate that we will pay dividends on any or all of these shares is lifted,our Common Stock and, the shares are soldconsequently, your ability to achieve a return on your investment will depend on appreciation in the open market, the price of our common stock could be adversely affected.Common Stock.

All ofWe have never declared or paid any dividends on our Common Stock. We intend to retain any earnings to finance the presently outstanding shares of common stock (9,000,000 shares) are “restricted securities” as defined under Rule 144 promulgated under the Securities Actoperation 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 sharesexpansion of our common stock are owned by our founder,business, 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”.

28.

Wewe do not expect to payanticipate paying any cash dividends in the foreseeable future. In addition, in the future we may enter into agreements that prohibit or restrict our ability to declare or pay dividends on our Common Stock. As a result, you may only receive a return on your investment in our Common Stock if the market price of our Common Stock increases.

We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.

Our management will have broad discretion in the application of the net proceeds from this offering, including for any of the purposes described in the section entitled “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assess whether the net proceeds will be used appropriately. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. Furthermore, our management will have broad discretion in the application of the net proceeds, and investors will be relying on our judgment regarding the application of the net proceeds of this offering.

The failure by our management to apply these funds effectively could harm our business. Pending their use, we may invest the net proceeds from this offering in short-term, investment-grade, interest-bearing securities. These investments may not yield a favorable return to our stockholders. If we do not invest or apply the net proceeds from this offering in ways that enhance stockholder value, we may fail to achieve expected financial results, which could cause our stock price to decline.

RISKS RELATED TO THE INDUSTRY

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.

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.

USE OF PROCEEDS

Based upon an assumed public offering price of $4.65 per Unit (the mid-point of the estimated offering price range described on the cover of this prospectus), we estimate that the net proceeds in this offering will be approximately $9,450,000 after deducting underwriting discounts and commissions and estimated offering expenses payable by us, or $10,867,500 if the Representative exercises its option in full.

The Company intends to use the net proceeds from this offering as follows:

We plan to use the net proceeds we receive from this offering, and any proceeds from the exercise of Warrants or Pre-funded Warrants, for the following purposes: