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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from __________ to __________

 Commission
file number 001-41267

 (Exact
 name of registrant as specified in its charter)

 nevada

 47-3892903

 State
 or other jurisdiction

 of
 incorporation or organization

 (I.R.S.
 Employer

 Identification
 No.)

 18th Avenue South, Suite A

 Nashville,
 Tennessee

 37212

 (Address
 of principal

 executive
 offices)

 (Zip
 Code)

 Registrant's
telephone number, including area code: (833) 267-3235

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 Stock

 Stock Purchase Warrants

 AREB

 AREBW

 The
 Nasdaq Stock Market LLC

 The
 Nasdaq Stock Market LLC

 Securities
registered pursuant to Section 12(g) of the Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller
reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). Yes No

 The
aggregate market value of the voting and non-voting common equity held by non-affiliates was approximately $ 15,705,174 on June 30, 2023
based on the closing price per common share of $2.72 on that date.

 The
number of shares of the registrant's common stock issued and outstanding as of April 12, 2024, was 5,947,643 shares, which includes
67,723 shares of common stock authorized but unissued as of this date.

 Documents
incorporated by reference: None

 TABLE
OF CONTENTS

 ITEM
 1.

 Business

 ITEM
 1A.

 Risk Factors

 ITEM
 1B.

 Unresolved Staff Comments

 ITEM
 2.

 Properties

 ITEM
 3.

 Legal Proceedings

 ITEM
 4.

 Mine Safety Disclosures

 ITEM
 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 ITEM
 6.

 [Reserved]

 ITEM
 7.

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

 ITEM
 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 ITEM
 8.

 Financial Statements and Supplementary Data

 ITEM
 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 ITEM
 9A.

 Controls and Procedures

 ITEM
 9B.

 Other Information

 ITEM
 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 ITEM
 10.

 Directors, Executive Officers and Corporate Governance

 ITEM
 11.

 Executive Compensation

 ITEM
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 ITEM
 13.

 Certain Relationships and Related Transactions, and Director Independence

 ITEM
 14.

 Principal Accountant Fees and Services

 ITEM
 15.

 Exhibits and Financial Statement Schedules

 ITEM
 16.

 Form 10-K Summary

 SIGNATURES

 CERTIFICATIONS

 FORWARD-LOOKING
STATEMENTS

 This
Annual Report on Form 10-K ("Annual Report" or "Report") contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements are not historical
facts but rather are based on current expectations, estimates and projections. We may use words such as "may,"
"could," "should," "anticipate," "expect," "project,"
"position," "intend," "target," "plan," "seek," "believe,"
"foresee," "outlook," "estimate" and variations of these words and similar expressions to
identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks,
uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to
differ materially from those expressed or forecasted. These risks and uncertainties include the following:

 the
 risks and other factors described under the caption "Risk Factors" under Item 1A of this Annual Report on Form 10-K;

 our
 ability to efficiently manage and repay our debt obligations;

 we
 recently consummated the purchase of our safe manufacturer and sales organizations, and future acquisitions and operations of new
 manufacturing facilities and/or sales organizations might prove unsuccessful and could fail;

 our
 inability to raise additional financing for working capital, especially related to purchasing critical inventory;

 our
 ability to generate sufficient revenue in our targeted markets to support operations;

 significant
 dilution resulting from our financing activities:

 actions
 and initiatives taken by both current and potential competitors;

 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;

 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
 success depends on our ability to introduce new products that track customer preferences;

 if
 we are unable to protect our intellectual property, we may lose a competitive advantage or incur substantial litigation costs to
 protect our rights;

 as
 a significant portion of our revenues are derived by demand for our safes and the personal security products for firearms storage,
 we depend on the availability and regulation of ammunition and firearm storage;

 as
 we continue to integrate the recent purchase of our safe manufacturer and sales organization, any compromised operational capacity
 may affect our ability to meet the demand for our safes, which in turn may affect our generation of revenue;

 our
 future operating results;

 our
 ability to diversify our operations;

 our
 inability to effectively meet our short- and long-term obligations;

 the
 fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations,
 and they may require management to make estimates about matters that are inherently uncertain;

 given
 our limited corporate history it is difficult to evaluate our business and future prospects and increases the risks associated with
 an investment in our securities;

 adverse
 state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect
 to existing operations;

 in generally accepted accounting principles in the United States (or "U.S. GAAP") or in the legal, regulatory and legislative
 environments in the markets in which we operate;

 deterioration
 in general or global economic, market and political conditions;

 inability
 to efficiently manage our operations;

 inability
 to achieve future operating results;

 the
 unavailability of funds for capital expenditures;

 our
 ability to recruit and hire key employees;

 the
 global impact of COVID-19 on the United States economy and our operations;

 the
 inability of management to effectively implement our strategies and business plans;

 our
 business prospects;

 any
 contractual arrangements and relationships with third parties;

 the
 dependence of our future success on the general economy;

 any
 possible financings; and

 the
 adequacy of our cash resources and working capital.

 Because
the factors referred to above could cause actual results or outcomes to differ materially from those expressed in any forward-looking
statements made by us, you should not place undue reliance on any such forward-looking statements. New factors emerge from time to time,
and their emergence is impossible for us to predict. In addition, we cannot assess the impact of each factor on our business or the extent
to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking
statements.

 This
Annual Report should be read completely and with the understanding that actual future results may be materially different from what we
expect. The forward-looking statements included in this Annual Report are made as of the date of this Annual Report and should be evaluated
with consideration of any changes occurring after the date of this Annual Report. We will not update forward-looking statements even
though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result
of new information, future events or otherwise.

 Except
as otherwise indicated by the context, references in this Annual Report to "Company," "American Rebel Holdings,"
"American Rebel," "we," "us" and "our" are references to American Rebel Holdings, Inc.
and its operating subsidiaries, American Rebel Beverages, LLC, American Rebel, Inc., Champion Safe Co., Inc., Superior Safe, LLC, Safe
Guard Security Products, LLC and Champion Safe De Mexico, S.A. de C.V. All references to "USD" or United States Dollar refer
to the legal currency of the United States of America.

 AVAILABLE
INFORMATION

 We
file annual, quarterly and special reports and other information with the SEC. You can read these SEC filings and reports over the Internet
at the SEC's website at www.sec.gov. You can also obtain copies of the documents at prescribed rates by writing to the Public Reference
Section of the SEC at 100 F Street, NE, Washington, DC 20549 on official business days between the hours of 10:00 am and 3:00 pm. Please
call the SEC at (800) SEC-0330 for further information on the operations of the public reference facilities. We will provide a copy of
our Annual Report to security holders, including audited financial statements, at no charge, upon receipt of a written request to us
at American Rebel Holdings, Inc., 909 18th Avenue South, Suite A, Nashville, Tennessee 37212.

 PART
I

 ITEM
1. BUSINESS

Development and Events

 Introduction of American Rebel Beer

 On August 9, 2023, the Company
entered into a Master Brewing Agreement with Associated Brewing. Under the terms of the Brewing Agreement, Associated Brewing has been
appointed as the exclusive producer and seller of American Rebel branded spirits, with the initial product being American Rebel Light
Beer. American Rebel Light Beer will launch regionally in early 2024. The Company paid a setup fee and security deposit to Associated
Brewing. In late 2023, we established American Rebel Beverages, LLC as a wholly-owned subsidiary specifically to hold our alcohol licenses
and operate the beer business.

 Acquisition
of Champion Entities

 On
June 29, 2022, the Company entered into a stock and membership interest purchase agreement with Champion Safe Co., Inc. ("Champion
Safe"), Superior Safe, LLC ("Superior Safe"), Safe Guard Security Products, LLC ("Safe Guard"), Champion
Safe De Mexico, S.A. de C.V. ("Champion Safe Mexico") and, together with Champion Safe, Superior Safe, Safe Guard, and Champion
Safe Mexico, collectively, (the "Champion Entities") and Mr. Ray Crosby ("Seller") (the "Champion Purchase
Agreement"), pursuant to which the Company agreed to acquire all of the issued and outstanding capital stock and membership interests
of the Champion Entities from the Seller. This transaction was completed on July 29, 2022. We included the Champion Entities assets
and liabilities as of that date and the subsequent financial activity through the date of this Annual Report in our consolidated financial
statements which consist of the consolidated balance sheets, consolidated statement of operations, consolidated statement of stockholders'
equity (deficit) and consolidated statement of cash flows (the "Consolidated Financial Statements"). The Champion Entities
have been fully integrated with our existing operations and are under the full control of our management team.

 The
closing occurred on July 29, 2022. Under the terms of the Champion Purchase Agreement, the Company paid the Seller
(i) cash consideration in the amount of $9,150,000, along with (ii) cash deposits previously of $350,000, and (iii) reimbursement to
the Seller for $397,420 of agreed upon acquisitions and equipment purchases completed by the Seller and the Champion Entities since June
30, 2021.

 In
addition to the direct payments to the Seller during the year ended December 31, 2022, the Company paid certain costs on behalf of and
associated with the acquisition of Champion and its integration totaling $350,000; $200,000 was paid to our investment banker in analyzing
the acquisition and purchase of Champion as well as $150,000 was paid to Champion's independent PCAOB registered accounting firm
to conduct their two years of audit and subsequent interim review reports to be filed with the SEC in our Annual Report and other forms
with the SEC.

the year ended December 31, 2023 the Company received a claim for refund or right of repayment from the Seller of the Champion Entities
with respect to the CARES Act tax credit income the Company received. The Company during the year settled the matter with the Seller
and agreed to pay an additional $325,000 to the Seller as part of its purchase price. This increased the overall purchase price of the
Champion Entities by an additional $325,000.

 Corporate
Summary

Rebel Holdings, Inc. was incorporated on December 15, 2014, in the State of Nevada and is authorized to issue 600,000,000 shares of $0.001
par value common stock ("Common Stock") and 10,000,000 shares of $0.001 par value preferred stock ("Preferred Stock").

 The
Company operates primarily as a designer, manufacturer and marketer of branded safes and personal security and self-defense products.
Additionally, the Company designs and produces branded apparel and accessories.

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

 Our
safes and personal security products are constructed primarily of U.S.-made steel. We believe our products are designed to safely store
firearms, as well as store our customers' priceless keepsakes, family heirlooms and treasured memories and other valuables, and
we aim to make our products accessible at various price points for home and office use. We believe our products are designed for safety,
quality, reliability, features and performance.

 To
enhance the strength of our brand and drive product demand, we work with our manufacturing facilities and various suppliers to emphasize
product quality and mechanical development in order to improve the performance and affordability of our products while providing support
to our distribution channel and consumers. We seek to sell products that offer features and benefits of higher-end safes at mid-line
price ranges.

 We
believe that safes are 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.

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

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

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

Rebel is boldly positioning itself as "America's Patriotic Brand" in a time when national spirit and American values
are being rekindled and redefined. American Rebel is an advocate for the 2nd Amendment and conveys a sense of responsibility to teach
and preach good common practices of gun ownership. American Rebel products keep you concealed and safe inside and outside the home. American
Rebel Safes protect your firearms and valuables from children, theft, fire and natural disasters inside the home; and American Rebel
Concealed Carry Products provide quick and easy access to your firearm utilizing American Rebel's Proprietary Protection Pocket
in its backpacks and apparel outside the home. The initial company product releases embrace the "concealed carry lifestyle"
with a focus on concealed carry products, apparel, personal security and defense. "There's a growing need to know how to
protect yourself, your family, your neighbors or even a room full of total strangers," says American Rebel's Chief Executive
Officer, Andy Ross. "That need is in the forethought of every product we design."

 The
"concealed carry lifestyle" refers to a set of products and a set of ideas around the emotional decision to carry a gun everywhere
you go. The American Rebel brand strategy is similar to the successful Harley-Davidson Motorcycle philosophy, referenced in this quote
from Richard F. Teerlink, Harley's chairman and former chief executive, "It's not hardware; it is a lifestyle, an emotional
attachment. That's what we have to keep marketing to." As an American icon, Harley has come to symbolize freedom, rugged
individualism, excitement and a sense of "bad boy rebellion." American Rebel – America's Patriotic Brand has
significant potential for branded products as a lifestyle brand. Its innovative Concealed Carry Product line and Safe line serve a large
and growing market segment; but it is important to note we have product opportunities beyond Concealed Carry Products and Safes.

Rebel Safes

 Keeping
your guns in a location only appropriate trusted members of the household can access should be one of the top priorities for every responsible
gun owner. Whenever a new firearm is purchased, the owner should look for a way to store and secure it. Storing the firearm in a
gun safe will prevent it from being misused by young household members, and it will prevent it from being stolen in a burglary or
damaged in a fire or natural disaster. Gun safes may seem pricy at first glance, but once the consumer is educated on their role to protect
expensive firearms and other valuables such as jewelry and important documents, the price is justified.

Rebel produces large floor safes in a variety of sizes as well as small portable keyed safes. Additional opportunities exist for the
Company to develop Wall Safes and Handgun Boxes.

 Reasons
gun owners should own a gun safe:

 If
 you are a gun owner and you have children, many states have a law in place that you have to have your gun locked in a safe, away
 from children. This will prevent your children from getting the gun and hurting themselves or someone else.

 Some
 states have a law in place that you have to keep your gun locked away when it is not in use even if you don't have children
 in your home. California has a law that you have to have your gun locked in a firearms safety device that is considered safe by the
 California Department of Justice (DOJ). When you buy a safe, you should see if it has approval from the California DOJ.

 Many
 gun owners own more guns than insurance will cover. Many insurance companies only cover $3,000 worth of guns. Are your weapons worth
 more? If so, you should invest in a gun safe to make sure your guns are protected from fire, water, and thieves.

 Many
 insurance companies may give you a discount if you own a gun safe. If you own a gun safe or you purchase one, you should see if your
 insurance company is one that offers a discount for this. A safe can protect your guns and possibly save you money.

 Do
 people know you own guns? You might not know that many burglaries are carried out by people they know.

 If
 a person you know breaks into your home, steals your gun, and murders someone you could be charged with a crime you didn't
 commit, or the victim's family could sue you.

 Gun
 safes can protect your guns in the event your home goes up in flames. When buying a safe, you should see if it will protect your
 firearm or any other valuables from fire damage.

 You
 might be the type of person that has a gun in your home for protection. A gun locked in a safe can still offer you protection. There
 are quick access gun safes on the market. With a quick access gun safe, you can still retrieve your gun in a few seconds, but when
 it isn't needed it will be protected.

 A
gun safe is the best investment a gun owner can make because the safe can protect guns from thieves, fire, water, or accidents. Bills
or ballot measures to require safe storage have been discussed in Delaware, Washington, Oregon, Missouri and Virginia; and various laws
are on the books in California and Massachusetts. Even a figure as staunchly pro-gun as Texas's Republican lieutenant governor,
Dan Patrick, called on gun-owning parents to lock up their weapons after the Santa Fe shooting. The gun safe industry is experiencing
rapid growth and innovation. American Rebel Chief Executive Officer Andy Ross and the rest of the American Rebel team are committed to
fulfilling the opportunity in the gun safe market and filling the identified void with American Rebel Gun Safes.

 Below
is a summary of the different safes we offer:

 i.

 Large
 Safes – our current large model safe collection consists of six premium safes. All of our large safes share the same high-quality
 workmanship, are constructed out of 11-gauge U.S.-made steel and feature a double plate steel door, double-steel door casements and
 reinforced door edges. Each of these safes provide up to 75 minutes of fire protection at 1200 degrees Fahrenheit. Our safes offer
 a fully adjustable interior to fit our customers' needs. Depending on the model, one side of the interior may have shelves
 and the other side set up to accommodate long guns. There are optional additions such as Rifle Rod Kits and Handgun Hangers to increase
 the storage capacity of the safe. These large safes offer greater capacity for secure storage and protection, and our safes are designed
 to prevent unauthorized access, including in the event of an attempted theft, natural disaster or fire. We believe that a large,
 highly visible safe acts as a deterrent to any prospective thief.

 ii.

 Personal
 Safes – the safes in our compact safe collection are easy to operate and carry as they fit into briefcases, desks or under
 vehicle seats. These personal safes meet Transportation Security Administration ("TSA") airline firearm guidelines and
 fit comfortably in luggage when required by travel regulations.

 iii.

 Vault
 Doors – our U.S.-made vault doors combine style with theft and fire protection for a look that fits any decor. Newly-built,
 higher-end homes often add vault rooms and we believe our vault doors, which we designed to facilitate secure access to such vault
 rooms, provide ideal solutions for the protection of valuables and shelter from either storms or intruders. Whether it's in
 the context of a safe room, a shelter, or a place to consolidate valuables, our American Rebel in- and out-swinging vault doors provide
 maximum functionality to facilitate a secure vault room. American Rebel vault doors are constructed of 4 " double steel
 plate thickness, A36 carbon steel panels with sandwiched fire insulation, a design that provides greater rigidity, security and fire
 protection. Active boltworks, which is the locking mechanism that bolts the safe door closed so that it cannot be pried open and
 three external hinges that support the weight of the door, are some of the features of the vault door. For safety and when the door
 is used for a panic or safe room, a quick release lever is installed inside the door.

 iv.

 Dispensary
 Safes - our HG-INV Inventory Safe, a safe tailor-made for the cannabis community, provides cannabis and horticultural plant
 home growers a reliable and safe solution to protect their inventory. Designed with medical marijuana or recreational cannabis dispensaries
 in mind and increasing governmental and insurance industry regulation to lock inventory after hours, we believe our HG-INV Inventory
 Safe delivers a high-level user experience.

 Upcoming
Product Offerings

 To
further complement our diverse product offerings, we intend to introduce additional products in 2024 and 2025. Below is a summary of
potential upcoming product offerings:

 i.
Biometrics Safes – we intend to introduce a line of handgun boxes with biometrics, Wi-Fi and Bluetooth technologies. These Biometric
Safes have been designed, engineered and are ready for production.

 ii.
2A Lockers – we have developed a unique steel lockbox with a 5-point locking mechanism to provide a secure place to lock up ammunition
and other items that may not require the safety and security of a safe, but prevents unauthorized access. We believe there is a strong
market for this product that is priced between $349 - $449 depending on the model.

 iii.
Wall Safes – wall safes can be easily hidden and provide "free" storage space since they are able to be tucked into
the space between your wall and studs.

 iv.
Economy Safe Line – we are exploring enhancing our safe line through the introduction of entry level safes built in North America
to compete with other safes imported from overseas.

 In
addition to introducing additional products to add to our existing lines, we are actively seeking acquisition opportunities to diversify
our product offerings and enhance stockholder value.

 Our
Competitive Strengths

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

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

Product Design and Development – our current safe model relies on time-tested features, such as Four-Way Active Boltworks, pinning
the door shut on all four sides (compared to Three-Way Bolt works, which is prevalent in many of our competitors' safes), and benefits
that would not often be available in our price point, including 12-gauge and heavier US-made steel. The sleek exterior of our safes has
garnered attention and earned the moniker from our dealers as the "safe with an attitude." When we set out to enter the safe
market, we wanted to offer a safe that we would want to buy, one that would get our attention and provide excellent value for the cost.

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

 Double
Plate Steel Door - 4 " Thick

 Reinforced
Door Edge – 7/16" Thick

 Double-Steel
Door Casement

 Steel
Walls – 11-Gauge

 Diameter
Door Bolts – 1 " 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.

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

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

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

 Our
Growth Strategy

 Our
goal is to enhance our position as a designer, producer and marketer of premium safes and personal security products. We have established
plans to grow our business by focusing on three key areas: (1) organic growth and expansion in existing markets; (2) targeted strategic
acquisitions that increase our on-premise and online product offerings, distributor and retail footprint and/or have the ability to increase
and improve our manufacturing capabilities and output, and (3) expanding the scope of our operation activities to the dispensaries U.S.
community.

 We
have developed what we believe is a multi-pronged growth strategy, as described below, to help us capitalize on a sizable opportunity.
Through methodical sales and marketing efforts, we believe we have implemented several key initiatives we can use to grow our business
more effectively. We believe we made significant progress in 2022 in the largest growing segment of the safe industry, sales to first-time
buyers. We intend to opportunistically pursue the strategies described below to continue our upward trajectory and enhance stockholder
value. Key elements of our strategy to achieve this goal are as follows:

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

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

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

 Additionally,
our Concealed Carry Product line and Safe line serve a large 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 a positive impact
on the sale of safes.

 We
continue to strive to strengthen our relationships and our brand awareness with our current distributors, dealers, manufacturers, specialty
retailers and consumers 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.

 Targeted
Strategic Acquisitions for Long-term Growth

 We
are consistently evaluating and considering acquisition 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.

Safe Combined Group

 On
June 29, 2022, the Company entered into a stock and membership interest purchase agreement with Champion Safe Co., Inc., Superior
Safe, LLC, Safe Guard Security Products, LLC, Champion Safe De Mexico, S.A. de C.V. (the "Champion Entities",
"Champion Safe Combined Group" or "Champion") and Mr. Ray Crosby (the "Seller") (the
"Champion Purchase Agreement"), pursuant to which the Company agreed to acquire all of the issued and outstanding
capital stock and membership interests of the Champion Entities from the Seller. The closing occurred on July 29, 2022 (see Recent Events described above).

 "Champion
Safe Combined Group" consists of Champion Safe Co., Inc. ("Champion Safe") a Utah corporation, Superior Safe, LLC
("Superior Safe") a Utah limited liability company, Safe Guard Security Products, LLC ("Safe Guard") a Utah limited
liability company, Champion Safe De Mexico, S.A. de C.V. ("Champion Safe Mexico") a corporation duly organized and existing
under the laws of Mexico. Each of these entities is under common control and ownership by American Rebel Holdings, Inc.

Safe Combined Group develops and sells branded products in the safe storage product using a wholesale distribution network, utilizing
personal appearances, musical venue performances, as well e-commerce and television. Champion Safe Combined Group's products are
marketed under the Champion, Superior and Safe Guard brands. Champion Safe Combined Group promotes and sells its safe and storage products
through a growing network of dealers, in select regional retailers and local specialty safe, sporting goods, hunting and firearms retail
outlets, as well as through online avenues, including website and e-commerce platforms. Champion Safe Combined Group sells its products
under the Champion Safe Co., Superior Safe Company and Safe Guard Safe Co. brands.

 Based
in Provo, Utah and founded in 1999, Champion Safe is what we believe to be one of the premier designers, manufacturers and marketers
of home and gun safes in North America. Champion Safe Co. has three safe lines, which we believe feature some of the most secure and
highest quality gun safes.

 We operate Champion
Safe in the same manner as it was operated pre-acquisition. Champion Safe, Superior Safe and Safe Guard Security Products are valuable
and prominent identifiable brands in the safe industry. We have begun to expand our manufacturing throughput to fill the significant
backlog of orders and aggressively open new dealer accounts. Champion Safe Company and its management will shift its emphasis to growing
revenue and increasing profitability of the combined businesses.

 We
believe that the combined company will benefit greatly from access to former Champion founder Mr. Crosby. Mr. Crosby's vast
experience and expertise in the industry will be instrumental in opening doors and insight into the industry's growth. Mr.
Crosby is a foundational figure in the safe business with over 40 years of experience in the industry. Mr. Crosby and his brother
Jay Crosby founded Fort Knox Safe in 1982, and Liberty Safe in 1988. Liberty Safe which was recently resold to a middle market private
investment firm for approximately $147.5 million a significant increase in overall enterprise value. In 1999, Mr. Crosby founded Champion Safe, later expanding to include Superior
Safe and Safe Guard Security Products. Champion Safe employs over 60 employees in their Utah factory and over 150 employees in their
Nogales, Mexico facility just south of the U.S. border. The majority of the midline and value priced safes industry-wide are
manufactured in China, but Mr. Crosby had the foresight to build his own facility in Mexico and utilize American-made steel
exclusively. Steep tariffs were imposed on China manufactured safes by the Trump administration and were continued under the first
half of the Biden administration. The prices of components for the made-in-China safes have dramatically increased as well as the
transportation costs to import these Chinese-made safes. Mr. Crosby's decision to build his own facility in Mexico as opposed
to importing Chinese-made safes has proven to be insightful and beneficial for Champion Safe.

 Mr.
Crosby was eager to expand his manufacturing operation and seize upon the growth opportunities in the safe business. Working closing
with the American Rebel team, Mr. Crosby expanded his paint-line capacity and hinge assembly workstations. Mr. Crosby has experience
in many prior economic cycles and has found the safe business to be sound in good and bad economic times. Furthermore, the current emphasis
on safe storage and the capital infusion from American Rebel positions the Champion operation to grow its footprint.

 In
addition to the access to capital for Champion to grow its business, American Rebel will benefit from Champion's 350 dealers, nationwide
distribution network and seniority with buying groups and trade shows. American Rebel will benefit from the increased Champion manufacturing
throughput as capacity restrictions have limited American Rebel's inventory and potential growth. The collaboration between management teams will focus on increased manufacturing efficiencies and volume expansion.

 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 currently in Lenexa, Kansas.

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

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 currently generate material revenues from licensing fees, our management team
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 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.

 Our website addresses are www.americanrebel.com, www.championsafe.com,
www.superiorsafe.com and www.americanrebelbeer.com. Information available on our websites is not incorporated by reference in and is not
deemed a part of this Annual Report, Form 10-K.

 Description
of Business

 Our
Company

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

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

 Our
safes and personal security products are constructed primarily of U.S.-made steel. We believe our products are designed to safely store
firearms, as well as store our customers' priceless keepsakes, family heirlooms and treasured memories and other valuables, and
we aim to make our products accessible at various sizes and price points for home use. We believe our products are designed for safety,
quality, reliability, features and performance.

 To
enhance the strength of our brand and drive product demand, we work with our manufacturing team and our suppliers to emphasize product
quality and mechanical development in order to improve the performance and affordability of our products while providing support to our
distribution channel and consumers. We seek to sell products that offer features and benefits of higher-end safes at mid-line price ranges.

 We
believe that safes are 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 an additional value-line
model safe. Seventy percent of current industry-wide safe safes are from value-priced safes.

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

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

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

 Our
Products

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

 Safes

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

 Large
safes

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

 Our
large safes selection includes the following:

 AR-50

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

 AR-40

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

 AR-30

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

 AR-20

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

 AR-15

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

 AR-12

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

 Personal
safes

 Our
compact safes, which come in two sizes, are a responsible solution to safely secure smaller valuables or handguns. The AR-110 weighs
5 pounds and is 9.5" x 6.5" x 1.75". The AR-120 weighs 6 pounds and is 10.5" x 7.5" x 2.1875". These
small, personal safes are easy to operate and carry as they fit into a briefcase, desk or under a vehicle seat. These personal safes
meet ("TSA") airline firearm guidelines and fit comfortably in luggage where travel regulations require it.

 Vault
doors

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

 Dispensaries

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

 Personal
Security

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

 The
Extra-Large Freedom and Cartwright CCW Backpack

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

 Large
Freedom and Cartwright CCW Backpack

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

 Medium
Freedom CCW Backpack

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

 Small
Plus CCW Backpack

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

 Small
Freedom CCW Backpack

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

 Apparel

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

 Cartwright
Coats and Vests

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

 Freedom
2.0 Jackets and Vests for men and women

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

Rebel T-Shirts Collection

Rebel's T-shirts collection was created to liberate the spirit of an endless summer inside everyone and to embrace their patriotism.

 Competition

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

 Intellectual
Property

 Our
commercial success depends in part on our ability to obtain and maintain intellectual property protection for our brand and technology,
defend and enforce our intellectual property rights, preserve the confidentiality of our trade secrets, operate our business without
infringing, misappropriating or otherwise violating the intellectual property or proprietary rights of third parties and prevent third
parties from infringing, misappropriating or otherwise violating our intellectual property rights. We rely on a combination of patent,
copyright and trade secret laws in the United States to protect our proprietary technology. We 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 increasing federal, state and local governmental regulation of gun storage to have a materially positive effect on our
business.

 Our
Customers

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

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

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

 Suppliers

 We
are dependent on the continued supply of materials for the manufacturing of our safes, as well as the continued supply and manufacturing
of backpacks and apparel at third-party facilities locations, which are critical to our success. Any event that causes a disruption of
the operation of these facilities for even a relatively short period of time would adversely affect our ability to ship and deliver our
safes and other products and to provide service to our customers. We have previously experienced, including during the first months after
the spread of the COVID-19 pandemic, and may in the future experience, launch and production ramp up delays for our products as a result
of disruption at our suppliers and our suppliers' manufacturing partners. Additionally, we have to date fully qualified only a
very limited number of such suppliers and have limited flexibility in changing suppliers. Any disruption in the supply of materials for
our branded safes from our suppliers could limit our sales.

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

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

 Sales
and Marketing

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

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

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

 Direct
Marketing

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

 Social
Media and Thought Leadership

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

 Trade
Shows

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

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

 Paid
Advertising

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

 Legal
Proceedings

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

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

 Corporate
History

 The
Company was incorporated on December 15, 2014, under the laws of the State of Nevada, as CubeScape, Inc. Effective January 5, 2017, the
Company amended its articles of incorporation and changed its name to American Rebel Holdings, Inc. The Company completed a business
combination with its majority shareholder, American Rebel, Inc. on June 19, 2017. On July 29, 2022, the Company closed on the acquisition
of Champion.

 ITEM
1A. Risk Factors

 The
following risk factors should be considered in connection with an evaluation of our business:

 In
addition to other information in this Annual Report, the following risk factors should be carefully considered in evaluating our
business because such factors may have a significant impact on our business, operating results, liquidity and financial condition.
As a result of the risk factors set forth below, actual results could differ materially from those projected in any forward-looking
statements. Additional risks and uncertainties not presently known to us, or that we currently consider to be immaterial, may also
impact our business, result of operations, liquidity and financial condition. If any such risks occur, our business, operating
results, liquidity and financial condition could be materially affected in an adverse manner. Under such circumstances, if and when
a trading market for our various securities (besides our Common Stock and certain Common Stock Purchase Warrants) is established,
the trading price of these securities could decline, and you may lose all or part of your investment.

 OUR
SECURITIES INVOLVE A HIGH DEGREE OF RISK AND, THEREFORE, SHOULD BE CONSIDERED EXTREMELY SPECULATIVE. THEY SHOULD NOT BE PURCHASED BY
PERSONS WHO CANNOT AFFORD THE POSSIBILITY OF THE LOSS OF THE ENTIRE INVESTMENT.

 RISKS
RELATED TO THE BEER INDUSTRY

 We
face substantial competition within the beer industry.

 The
beer categories within the United States are highly competitive due to the participation of large domestic and international brewers
in the categories and the increasing number of craft brewers and craft distilleries, who distribute similar beers we plan on selling
and that have similar pricing and target drinkers.

 The
two largest brewers in the United States, AB InBev and Molson Coors, participate actively in mass appeal beer offerings as well as the
High End and Beyond Beer categories, through numerous launches of new hard seltzers, flavored malt beverages and spirit RTDs from existing
brands or new brands, importing and distributing import brands, and with their own domestic specialty beers, either by developing new
brands or by acquiring, in whole or part, existing brands. Imported beers, such as Corona, Heineken, Modelo Especial and
Stella Artois, continue to compete aggressively in the United States and have gained market share over the last ten years. All of
these brands and companies have substantially greater financial resources, marketing strength and distribution networks than we do. We
anticipate competition to be strong as some existing beverage companies are building more capacity, expanding geographically and adding
more SKUs and styles. The potential for growth in the sales of hard seltzers, flavored malt beverages, craft-brewed domestic beers, imported
beers and spirits RTDs is expected to increase the competition in the market for beer occasions within the United States and, as a result,
we anticipate we will face competitive pricing pressures and the demand for and market share of our products, when introduced, may fluctuate
and possibly decline.

 Our
products, when introduced, will compete generally with other alcoholic beverages. We anticipate competing with other beer and beverage
companies not only for drinker acceptance and loyalty, but also for traditional retail shelf, cold box and tap space, as well as e-commerce
placement and for marketing focus by our distributors and their customers, when established, all of which are anticipated to distribute
and sell other alcoholic beverage products. All of our potential competitors at this point in time have substantially greater financial
resources, marketing strength and distribution networks than we do. Moreover, the introduction of new products by competitors that compete
directly with our intended products or that diminish the importance of our anticipated products to retailers or distributors may have
a material adverse effect on our business and financial results.

the alcoholic beverage industry has seen continued consolidation among brewers in order to take advantage of cost savings opportunities
for supplies, distribution and operations. Also, in the last several years, both AB InBev and Molson Coors have introduced numerous new
hard seltzers and purchased multiple regional craft breweries and craft distilleries with the intention to expand the capacity and distribution
of these brands.

 More
recently in 2021 and into 2022, large non-alcoholic beverage companies including Coca-Cola Company ("Coke"), Pepsi and Monster
Beverage Corporation ("Monster") have begun to enter these markets through licensing agreements with alcoholic beverage companies
to develop alcohol versions of existing traditional non-alcohol brands. Coke has entered into agreements with Molson Coors to develop,
market and sell Topo Chico brand Hard Seltzer and Simply Spiked Lemonade. Coke announced agreements with Constellation to develop, market
and sell FRESCA Mixed, a line of spirits RTDs and with Brown Forman to develop, market and sell Jack Daniel's Tennessee
Whiskey and Coca-Cola Ready-to-Drink Cocktail. The Boston Brewing Company has entered into an agreement with Pepsi to develop,
market and sell alcohol beverages which include Hard Mountain Dew, to take advantage of this trend. Pepsi entered an agreement in late
2022 with FIFCO USA, a New York based brewery, to develop, market and sell Lipton Hard Iced Tea which launched in 2023. Lastly, Monster,
acquired CANarchy Craft Brewery Collective ("CANarchy") in early 2022 and launched the Beast Unleashed, a new brand of flavored
malt beverages in early 2023 and in January 2024 Monster announced CANarchy will operate under the name of Monster Brewing Company, another
testament to craft breweries and distilleries widespread acceptance.

 Due
to the increased leverage that these combined operations will have in distribution and sales and marketing expenses, the costs to us
for competing is anticipated to be great. The potential exists for these large competitors to increase their influence with their distributors,
making it difficult for smaller beverage companies to maintain their market presence or enter new markets. The continuing consolidation
could reduce the contract brewing capacity that is available to us. These potential increases in the number and availability of competing
brands, the costs to compete, reductions in contract brewing capacity and decreases in distribution support and opportunities may have
a material adverse effect on our business and financial results.

 Changes
in public attitudes and drinker tastes could harm our business. Regulatory changes in response to public attitudes could adversely affect
our business.

 The
alcoholic beverage industry has been the subject of considerable societal and political attention for several years, due to public concern
over alcohol-related social problems, including driving under the influence, underage drinking and health consequences from the misuse
of alcohol, including alcoholism. As an outgrowth of these concerns, the possibility exists that advertising by beer producers could
be restricted, that additional cautionary labeling or packaging requirements might be imposed, that further restrictions on the sale
of alcohol might be imposed or that there may be renewed efforts to impose increased excise or other taxes on beer sold in the United
States.

 The
domestic beer industry, other than the market for High End beer occasions and Beyond Beer occasions, has experienced a decline in shipments
over the last ten years. We believe that this decline is due to declining alcohol consumption per person in the population, drinkers
trading up to drink high quality, more flavorful hard seltzers. beers and spirts RTDs, health and wellness trends and increased competition
from wine and spirits companies. If consumption of our products, when introduced, in general were to come into disfavor among domestic
drinkers, or if the domestic alcohol beverage industry were subjected to significant additional societal pressure or governmental regulations,
our business could be materially adversely affected.

 Additionally,
certain states are considering or have passed laws and regulations that allow the sale and distribution of marijuana. Currently it is
not possible to predict the impact of this on sales of alcohol, but it is possible that legal marijuana usage could adversely impact
the demand for our products.

 We
anticipate being dependent on distributors.

 In
the United States, where we intend for our beer to be sold, we anticipate selling most of its beer to independent beer distributors for
distribution to retailers and, ultimately, to drinkers. Although we intend to engage multiple distributors, sustained growth will require
us to maintain such relationships and possibly enter into agreements with additional distributors. Changes in control or ownership within
the distribution network could lead to less support of our products.

 Contributing
to distribution risk is the fact that our distribution agreements, when entered into, are anticipated to be generally terminable by the
distributor on relatively short notice. While these distribution agreements are anticipated to contain provisions giving us enforcement
and termination rights, some state laws prohibit us from exercising these contractual rights. Our ability to maintain distribution arrangements
may be adversely affected by the fact that many distributors are reliant on one of the major beer producers for a large percentage of
their revenue and, therefore, they may be influenced by such producers. If our distribution agreements are terminated, we may not be
able to enter into new distribution agreements on substantially similar terms, which may result in an increase in the costs of distribution.

 No
assurance can be given that we will be able to establish or maintain a distribution network or secure additional distributors on terms
favorable to us.

 RISKS
RELATED TO THE SAFE INDUSTRY

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

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

 Political
and other factors 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 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 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:

 an
 increase or decrease in consumer demand for our products or for the products of our competitors;

 our
 failure to accurately forecast consumer acceptance of new products;

 new
 product introductions by us or our competitors;

 in our relationships within our distribution channels;

 in general market conditions or other factors, which may result in cancellations of orders or a reduction or increase in the rate
 of reorders placed by retailers;

 in laws and regulations governing the activities for which we sell products, such as hunting and shooting sports; and

 in laws and regulations regarding the possession and sale of medical or recreational controlled- substances.

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

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

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

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

 Our
competitors could introduce products with superior features at lower prices than our products and could 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 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:

 our
 success in developing, producing, marketing, and successfully selling new products;

 our
 ability to efficiently manage our operations;

 our
 ability to implement our strategies and business plans;

 our
 ability to achieve future operating results;

 our
 ability to address the needs of our consumer customers;

 the
 pricing, quality, performance, and reliability of our products;

 the
 quality of our customer service;

 the
 efficiency of our production; and

 product
 or technology introductions by our competitors.

 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.

 RISKS
RELATED TO OUR BUSINESS AND INDUSTRY

 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
advertising and promotional investments may affect the Company's financial results but not be effective.

 The
Company has made and expects to continue to make, significant advertising and promotional expenditures to enhance its brand. These expenditures
may adversely affect the Company's results of operations in a particular quarter or even for the full year, and may not result
in increased sales. Variations in the levels of advertising and promotional expenditures have in the past caused, and are expected in
the future to continue to cause, variability in the Company's quarterly results of operations. While the Company attempts to invest
only in effective advertising and promotional activities, it is difficult to correlate such investments with sales results, and there
is no guarantee that the Company's expenditures will be effective in building brand equity or growing long term sales.

 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
such as the quality, design, performance, functionality and durability of our products, e-commerce sales and retail partner floor spaces,
our communication activities, including advertising, social media and public relations, and our management of the customer experience,
including direct interfaces through customer service. Maintaining, promoting, and positioning our brand are important to 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.

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

 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 could
be materially and adversely affected.

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

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

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

 We
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 December 31, 2023, we had an accumulated deficit of $45,213,594.

 We
have limited financial resources. Our independent registered auditors' report includes an explanatory paragraph stating that there
is substantial doubt about our ability to continue as a going concern.

 We
have recorded net losses since inception and have significant accumulated deficits. We have relied upon loans and equity financings for
operating capital. Total revenues will be insufficient to pay off existing debt and fund operations. We may be required to rely on further
debt financing, further loans from related parties, and private placements of our common and preferred stock for our additional cash
needs. Such funding sources may not be available, or the terms of such funding sources may not be acceptable to us.

 We will need additional capital and continued
access to operating lines of credit in the future to finance our planned growth, which we may not be able to raise or it may only be available
on terms unfavorable to us or our stockholders, which may result in our inability to fund our working capital requirements and harm our
operational results.

 We have and expect to continue
to have substantial working capital needs. Our cash on hand, together with cash generated from product sales, cash equivalents and short-term
investments will not meet our working capital and capital expenditure requirements for the next twelve months. Throughout fiscal 2023
and continuing into 2024 we have raised a substantial amount of equity and debt capital to fund our operations. Further, our safe subsidiary
is highly dependent on access to a line of credit with a major financial institution, which comes due in 2024. In addition, we will need
to raise additional funds to fund our operations and implement our growth strategy, or to respond to competitive pressures and/or perceived
opportunities, such as investment, acquisition, marketing and development activities.

 If we experience operating difficulties, lose access to important operating
lines of credit or other factors, many of which may be beyond our control, cause our revenues or cash flows from operations, if any, to
decrease, we may be limited in our ability to spend the capital necessary to complete our development, marketing and growth programs.
We require additional financing, in addition to anticipated cash generated from our operations, to fund our working capital requirements. Additional
financing might not be available on terms favorable to us, or at all. If adequate funds were not available or were not available on acceptable
terms, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our business or otherwise
respond to competitive pressures would be significantly limited. In such a capital restricted situation, we may curtail our marketing,
development, and operational activities or be forced to sell some of our assets on an untimely or unfavorable basis.

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

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

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

 Our
current 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 companies manufacturing goods outside of the US. 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 manufacturing small quantities of custom-made goods. We are in the process of locating an alternative
supplier which will have the capacity to produce commercial volumes of our backpacks and apparel to meet our expected demands. However,
we have not yet 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
end users. The future success of our online operations depends on our ability to use our marketing resources to communicate with existing
and potential customers. We face competitive pressure to offer promotional discounts, which could impact our gross margin and increase
our marketing expenses. We are limited, however, in our ability to fully respond to competitor price discounting because we cannot market
our products at prices that may produce adverse relationships with our customers that operate brick and mortar locations as they may
perceive themselves to be at a disadvantage based on lower e-commerce pricing to end consumers. There is no assurance that we will be
able to successfully expand our e-commerce business to respond to shifting consumer traffic patterns and direct-to-consumer buying trends.

 In
addition, e-commerce and direct-to-consumer operations are subject to numerous risks, including implementing and maintaining appropriate
technology to support business strategies; reliance on third-party computer hardware/software and service providers; data breaches; violations
of state, federal or international laws, including those relating to firearms and ammunition sales; online privacy; credit card fraud;
telecommunication failures; electronic break-ins and similar disruptions; and disruption of Internet service. Our inability to adequately
respond to these 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.

 Despite
our indebtedness levels, we are able to incur substantially more debt. This could further increase the risks associated
with its leverage.

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

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

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

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

 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. We may not properly anticipate customer applications of our products and our products may fail to survive such unanticipated customer
use. If our products fail to adequately perform to meet the customer's expectations, the customer may demand refunds
or replacements which will negatively affect our 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 we create demand for our 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 have a material adverse effect on our business and financial results.

 Our
profitability in part is dependent on material and other manufacturing costs. We are unable to offer any assurance that either we or
a manufacturing partner will be able to reduce costs to a level that will allow production of a competitive product or that any product
produced using lower cost materials and manufacturing processes will not suffer from a reduction in performance, reliability and longevity.

 War,
terrorism, other acts of violence or natural or manmade disasters such as a pandemic, epidemic, outbreak of an infectious disease or
other public health crisis may affect the markets in which we operate, our customers, our delivery of products and customer service,
and could have a material adverse impact on our business, results of operations, or financial costs 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 our 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 pose significant risks
to our personnel and to physical facilities, transportation and operations, which could materially adversely affect our 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 us 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
us to incur additional unexpected labor costs and expenses or could restrain our ability to retain the highly
skilled personnel we need for our 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. As a result of COVID-19, at any time we may be subject to increased operating costs, supply interruptions, and
difficulties in obtaining raw materials and components. COVID-19 has resulted in restrictions, postponements and cancelations of meetings,
conferences, trade shows and the impact, extent and duration of the government-imposed restrictions on travel and public gatherings as
well as the overall effect of the COVID-19 virus is currently unknown.

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

 As
a public company, we are required to comply with numerous financial reporting and legal requirements, including those pertaining to audits
and internal control. The costs of maintaining public company reporting requirements could be significant and may preclude us from seeking
financing or equity investment on terms acceptable to us and our stockholders. We estimate these costs to be in excess of $200,000 per
year and may be higher if our business volume or business activity increases significantly. Our current estimate of costs does not include
the necessary expenses associated with compliance, documentation and specific reporting requirements of Section 404 as we will not be
subject to the full reporting requirements of Section 404 until we exceed $700 million in public float market capitalization.

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

 Any
acquisitions that we potentially undertake will involve significant risks, and any acquisitions that we undertake in the future could
disrupt our business, dilute stockholder value, and harm our operating results.

 Part
of our growth strategy is to expand our operations through strategic acquisitions to enhance existing products and offer new products,
enter new markets and businesses, strengthen and avoid interruption from our supply chain, and enhance our position in current markets
and businesses. Acquisitions involve significant risks and uncertainties. We cannot accurately predict the timing, size, and success
of any future acquisitions. We may be unable to identify suitable acquisition candidates or to complete the acquisitions of candidates
that we identify. Increased competition for acquisition candidates or increased asking prices by acquisition candidates may increase
purchase prices for acquisitions to levels beyond our financial capability or to levels that would not result in the returns required
by our acquisition criteria. Unforeseen expenses, difficulties, and delays frequently encountered in connection with expansion through
acquisitions could inhibit our growth and negatively impact our operating results.

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

 the
 availability of suitable acquisition candidates at attractive purchase prices;

 the
 ability to compete effectively for available acquisition opportunities;

 the
 availability of cash resources, borrowing capacity, or stock at favorable price levels to provide required purchase prices in acquisitions;

 the
 ability of management to devote sufficient attention to acquisition efforts; and

 the
 ability to obtain any requisite governmental or other approvals.

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

 Unforeseen
expenses, difficulties, and delays frequently encountered in connection with future acquisitions could inhibit our growth and negatively
impact our profitability. Any future acquisitions may not meet our strategic objectives or perform as anticipated. In addition, the size,
timing, and success of any future acquisitions may cause substantial fluctuations in our operating results from quarter to quarter. These
interim fluctuations could adversely affect the market price of our common stock.

 If
we finance any future acquisitions in whole or in part through the issuance of common stock or securities convertible into or exercisable
for common stock, existing stockholders will experience dilution in the voting power of their common stock and earnings per share could
be negatively impacted. The extent to which we will be able or willing to use our common stock for acquisitions will depend on the market
price of our common stock from time-to-time and the willingness of potential acquisition candidates to accept our common stock as full
or partial consideration for the sale of their businesses. Our inability to use our common stock as consideration, to generate cash from
operations, or to obtain additional funding through debt or equity financings to pursue an acquisition could limit our growth.

 We
may not be able to successfully fund future acquisitions of new businesses due to the lack of availability of debt or equity financing
on acceptable terms, which could impede the implementation of our acquisition strategy and materially adversely impact our financial
condition, business and results of operations.

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

 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.

 RISKS
RELATED TO OUR LEGAL AND REGULATORY ENVIRONMENT

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

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

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

 As
of December 31, 2023, and December 31, 2022, we continue to have net operating loss carryforwards, or "NOLs", for federal
and state income tax purposes of $45,213,594 and $34,112,810, respectively, which begins to expire in 2032. Net operating loss carryforwards
are available to reduce future taxable income. Federal net operating losses generated before 2018 will begin to expire in 2032. Federal
net operating losses generated in and after 2018 may be carried forward indefinitely. The expiration of state NOL carryforwards vary
by state and begin to expire in 2024. It is possible that we will not generate sufficient taxable income in time to use the NOLs before
their expiration, or at all. Under Section 382 and Section 383 of the Internal Revenue Code of 1986, as amended, or the Code, if a corporation
undergoes an "ownership change," the corporation's ability to use its pre-change NOLs and other tax attributes to offset
its post-change income may be limited. In general, an "ownership change" will occur if there is a cumulative change in our
ownership by "5 percent (and greater than 5 percent) stockholders" that exceeds 50 percentage points or more in change over
a rolling three-year period. Similar rules may apply under state tax laws. Our ability to use NOLs and other tax attributes to reduce
future taxable income and liabilities may be subject to annual limitations as a result of prior ownership changes and ownership changes
that may occur in the future (which may be outside our control).

 Under
the Tax Cuts and Jobs Act of 2017, or the Tax Act, as amended by the CARES Act, NOLs arising in tax years beginning after December 31,
2017, are subject to an 80% of taxable income limitation (as calculated before taking the NOLs into account). In addition, NOLs arising
in tax years 2018, 2019, and 2020 were subject to a five-year carryback along with an indefinite carryforward, while NOLs arising in
tax years beginning after December 31, 2020, are subject to indefinite carryforward but cannot be carried back. Our NOLs may be subject
to limitations in other jurisdictions. For example, California recently enacted legislation suspending the use of NOLs for tax years
2020, 2021, and 2022 for many taxpayers. In future years, if and when a net deferred tax asset is recognized related to our NOLs, the
changes in the carryforward/carryback periods as well as new limitations on use of NOLs may significantly impact our valuation allowance
assessments for NOLs generated after December 31, 2017.

 If
we are unable to protect our intellectual property, we may lose a competitive advantage or incur substantial litigation costs to protect
our rights.

 Our
future success depends upon our proprietary technology. Our protective measures, including patent and trade secret protection, may prove
inadequate to protect our proprietary rights. The right to stop others from misusing our trademarks, service marks, and patents in commerce
depends to some extent on our ability to show evidence of enforcement of our rights against such misuse in commerce. Our efforts to stop
improper use, if insufficient, may lead to loss of trademark and service mark rights, brand loyalty, and notoriety among our customers
and prospective customers. The scope of any patent that we have or may obtain may not prevent others from developing and selling competing
products. The validity and breadth of claims covered in technology patents involve complex legal and factual questions, and the resolution
of such claims may be highly uncertain, and expensive. In addition, our patents may be held invalid upon challenge, or others may claim
rights in or ownership of our patents. Company owned trademarks are listed under the heading Intellectual Property on page 20.

 We
are subject to the periodic reporting requirements of Section 15(d) and 12(g) of the Exchange Act that require us to incur audit fees
and legal fees in connection with the preparation of such reports. These additional costs could reduce or eliminate our ability to earn
a profit.

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

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

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

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

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

 pertain
 to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets
 of ours;

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

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

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

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

 However,
our auditors will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to
Section 404 until we are no longer a smaller reporting company.

 RISKS
RELATED TO AN INVESTMENT IN OUR SECURITIES

 Stockholders'
voting power and ownership interest may be diluted significantly through our efforts to obtain financing and satisfy obligations through
issuance of additional shares.

 Our
Second Amended and Restated Articles of Incorporation authorizes our board of directors to issue up to 600,000,000 shares of common stock
and up to 10,000,000 shares of preferred stock, of which we have designated 150,000 shares as Series A – Super Voting Convertible
Preferred Stock ("Series A Preferred Stock") (125,000 of which were issued to three members of management, Messrs. Charles
A. Ross, Jr., Doug E. Grau and Corey Lambrecht), and have superior voting rights of 1,000 to 1 over shares of our common stock, resulting
in nearly 96% of the available stockholder votes, and are convertible (subject to vesting requirements) at a ratio of 500 to 1 into shares
of common stock. The power of the board of directors to issue shares of common stock, preferred stock, warrants or options to purchase
shares of common stock or preferred stock is generally not subject to stockholder approval, except for issuances of more than 20% of
the company's outstanding common stock or its voting power. The Series A Preferred Stock was issued prior to these shareholder
approval limitations.

 While
we have completed several capital raises utilizing multiple financial institutions, we may attempt to raise additional capital by returning
to the market to sell shares of common or preferred stock, possibly at a deep discount to the market price of our common stock. These
actions may result in dilution of the ownership interests and voting power of existing stockholders, further dilute common stock book
value, and may delay, defer or prevent a change of control. While we are currently in a capital raise utilizing our Series C Preferred
Stock, we do not believe that the terms of the offering are at a deep discount.

 Additionally,
other series of preferred stock, besides our Series C Preferred Stock, currently being offered, may carry the preferred right to our
assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock, superior
voting or conversion rights and the right to the redemption of the shares, together with a premium, prior to the redemption of our common
stock.

 Our
board of directors has the authority, without stockholder approval, to issue additional series of preferred stock with terms that may
not be beneficial to Common Stockholders and with the ability to affect adversely stockholder voting power and perpetuate their control
over us.

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

 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.

 There
can be no assurance that an active trading market in our common stock can 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 common stock without regard to our
operating performance and the market price of our common stock may drop below the price paid by investors. In addition, we believe that
factors such as our operating results, quarterly fluctuations in our financial results and changes in the overall economy or the condition
of the financial markets, including as the result of the COVID-19 pandemic, could cause the price of our common stock to fluctuate substantially.
These fluctuations may also cause short sellers to periodically enter the market in the belief that we will have poor results in the
future. We cannot predict the actions of market participants and, therefore, can offer no assurances that the market for our common stock
will be stable or appreciate over time.

 Short
sellers of our common stock may drive down the market price of our common stock.

 Short selling is
the practice of selling securities that the seller does not own but rather has borrowed or intends to borrow from a third party with
the intention of buying identical securities at a later date to return to the lender. A short seller hopes to profit from a decline in
the value of the securities between the sale of the borrowed securities and the purchase of the replacement shares, as the short seller
expects to pay less in that purchase than it received in the sale. As it is therefore in the short seller's interest for the price
of the stock to decline, some short sellers publish, or arrange for the publication of, opinions or characterizations regarding the relevant
issuer, its business prospects and similar matters calculated to or which may create negative market momentum, which may permit them
to obtain profits for themselves as a result of selling the stock short. Issuers whose securities have historically had limited trading
volumes and/or have been susceptible to relatively high volatility levels can be particularly vulnerable to such short seller attacks.

 The
publication of any such commentary regarding us by a short seller may bring about a temporary, or possibly long term, decline in the
market price of our common stock. No assurances can be made that we will not become a target of such commentary and declines in the market
price of our common stock will not occur in the future, in connection with such commentary by short sellers or otherwise.

 We
may not be able to maintain a listing of our common stock on the Nasdaq Capital Market.

 We
must meet certain financial and liquidity criteria to maintain the listing of our common stock on the Nasdaq Capital Market ("Nasdaq").
If we violate the Nasdaq's listing requirements or fail to meet its listing standards, our common stock may be delisted. In addition,
our board of directors may determine that the cost of maintaining our listing on a national securities exchange outweighs the benefits
of such listing. A delisting of our common stock from the Nasdaq may materially impair our stockholders' ability to buy and sell
our common stock and could have an adverse effect on the market price of, and the efficiency of the trading market for, our common stock.
The delisting of our common stock could significantly impair our ability to raise capital and the value of your investment.

 On
October 23, 2023, we were notified by Nasdaq that we were not in compliance with Nasdaq Listing Rule 5550(a)(2) because the price of
our common stock had traded at less than $1.00 per share for the last thirty consecutive trading days. Nasdaq's notice has no immediate
effect on the listing of the common stock on Nasdaq and, at this time. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), we have been provided
an initial compliance period of 180 calendar days, or until April 22, 2024, to regain compliance with the minimum bid price requirement.
To regain compliance, the closing bid price of the common stock must meet or exceed $1.00 per share for a minimum of ten consecutive
business days prior to April 22, 2024. In late March of 2024, we requested an additional 180-day extension to regain compliance with
the minimum bid price requirement. As of the date of this filing Nasdaq has not responded to our request. Management continues to believe
that adherence to its current operating and business plan will enable us to regain compliance. In addition, we have obtained majority
stockholder consent to enact up to a 1-for-10 reverse stock split at any time in the following twelve months and would cure the deficiency
during the second compliance period, by effecting the reverse stock split, if necessary.

 On
February 28, 2024, we received a written notice from Nasdaq stating that because we have not yet held an annual meeting of shareholders
within 12 months of the end of our 2022 fiscal year end, we no longer comply with Nasdaq Listing Rule 5620(a) for continued listing on
Nasdaq. We have until April 15, 2024, which is 45 days from the date of the notice, to submit a plan to regain compliance and, if Nasdaq
accepts the plan, it may grant an exception of up to 180 calendar days from the fiscal year end, or until June 28, 2024, to regain compliance.
We intend to submit a compliance plan within the specified period, which we expect will consist of holding an annual meeting of stockholders
within sixty (60) days of filing of this Form 10-K. While the compliance plan is pending, our securities will continue to trade on Nasdaq.

 We
believe that delisting of our common stock from the Nasdaq may adversely affect our ability to raise additional financing through the
public or private sale of equity securities, may significantly affect the ability of investors to trade our securities and may negatively
affect the value and liquidity of our common stock (and our Series C Preferred Stock that we are offering to the public). Delisting could
have other negative results, including the potential loss of employee confidence, the loss of institutional investors and/or interest
in significant business development opportunities.

 If
we are delisted from the Nasdaq and we are not able to list our common stock on another exchange, our common stock may be quoted on the
OTC Markets or on the "pink sheets." As a result, we could face significant adverse consequences including, among others:

 a
 limited availability of market quotations for our securities;

 a
 determination that our common stock is a "penny stock" which will require brokers trading in our common stock to adhere
 to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

 a
 limited amount of news and little or no analyst coverage of our company;

 we
 would no longer qualify for exemptions from state securities registration requirements, which may require us to comply with applicable
 state securities laws; and

 a
 decreased ability to issue additional securities (including pursuant to short-form registration statements on Form S-3) or obtain
 additional financing in the future.

 In
addition, an increase in the per share trading value of our common stock would be beneficial because it would:

 improve
 the perception of our common stock as an investment security;

 reset
 our stock price to more normalized trading levels in the face of potentially extended market dislocations;

 assist
 with future potential capital raises;

 appeal
 to a broader range of investors to generate greater investor interest in us; and

 reduce
 stockholder transaction costs because investors would pay lower commissions to trade a fixed dollar amount of our stock if our stock
 price were higher than they would if our stock price were lower.

 Warrants
are speculative in nature.

 The
common stock warrants ("Warrants") included in our various public and private offerings do not confer any rights of common 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 at a
fixed price for a limited period of time. Specifically, commencing on the date of issuance, holders of the Warrants may exercise
their right to acquire the common stock and pay an exercise price of per share, prior to five years from the date of issuance, after
which date any unexercised Warrants will expire and have no further value. Until holders of the Warrants acquire common stock upon
exercise of the Warrants, the holders will have no rights with respect to the common stock issuable upon exercise of the Warrants.
Upon exercise of the Warrants, the holder will be entitled to exercise the rights of a Stockholder as to the security exercised only
as to matters for which the record date occurs after the exercise. Moreover, the market value of the Warrants is uncertain and there
can be no assurance that the market value of the Warrants will equal or exceed their public offering price. There can be no
assurance that the market price of the common stock will ever equal or exceed the exercise price of the Warrants, and consequently,
whether it will ever be profitable for holders of the Warrants to exercise the Warrants.

 Provisions
of the Warrants sold in our public and private offerings could discourage an acquisition of us by a third party.

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

 Our
executive officers and directors, and their affiliated entities, although they own an insignificant percentage of our common stock, super
voting preferred stock will allow them to be able to exert significant control over matters subject to stockholder approval.

 Our
executive officers and directors beneficially own only approximately 1% of our common stock. However, as referenced above, we issued
125,000 shares of the Series A Preferred Stock to three members of our executive management team, Messrs. Charles A. Ross, Jr., Corey
Lambrecht and Doug E. Grau, which have superior voting rights of 1,000 to 1 over shares of our common stock, resulting in nearly 96%
of the current available stockholder votes. In addition, these shares are able to be converted into shares of common stock at a rate
of 1 share of Series A Preferred Stock into 500 shares of common stock over a three to five-year period under certain circumstances.

 Accordingly,
these stockholders who are members of management may, as a practical matter, continue to be able to control the election of a majority
of our directors and the determination of all corporate actions after these offerings and any future offerings. This concentration of
ownership could delay or prevent a change in control of us.

 Certain
provisions of our second amended and restated articles of incorporation may make it more difficult for a third party to effect a change-of-control.

 Our
second amended and restated articles of incorporation authorizes our Board to issue up to a certain number of shares of preferred stock.
The preferred stock may be issued in one or more series, the terms of which may be determined at the time of issuance by our Board without
further action by the stockholders. These terms may include voting rights including the right to vote as a series on particular matters,
preferences as to dividends and liquidation, conversion rights, redemption rights and sinking fund provisions. The issuance of any preferred
stock could diminish the rights of holders of existing shares, and therefore could reduce the value of such shares. In addition, specific
rights granted to future holders of preferred stock could be used to restrict our ability to merge with, or sell assets to, a third party.
The ability of our Board to issue preferred stock could make it more difficult, delay, discourage, prevent or make it costlier to acquire
or effect a change-in-control, which in turn could prevent our stockholders from recognizing a gain in the event that a favorable offer
is extended and could materially and negatively affect the value of our securities.

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

 We
have never paid cash dividends on our common stock (see Risk Factors related to our Series C Preferred Offering
as to the requirement to pay dividends on our Series C Preferred Stock). We do not expect to pay cash dividends on our common stock at any time in the foreseeable
future. The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other
factors that our board of directors will consider. Since we do not anticipate paying cash dividends on our common stock, return on your
investment, if any, will depend solely on an increase, if any, in the market value of our common stock.

 We
are a smaller reporting company and will be exempt from certain disclosure requirements, which could make our common stock less attractive
to potential investors.

 Rule
12b-2 of the Exchange Act defines a "smaller reporting company" as an issuer that is not an investment company, an asset-backed
issuer, or a majority-owned subsidiary of a parent that is not a smaller reporting company and that:

 had
 a public float of less than $250 million as of the last business day of its most recently completed second fiscal quarter, computed
 by multiplying the aggregate worldwide number of shares of its voting and non-voting common equity held by non-affiliates by the
 price at which the common equity was last sold, or the average of the bid and asked prices of common equity, in the principal market
 for the common equity; or

 in
 the case of an initial registration statement under the Securities Act or the Exchange Act for shares of its common equity, had a
 public float of less than $250 million as of a date within 30 days of the date of the filing of the registration statement, computed
 by multiplying the aggregate worldwide number of such shares held by non-affiliates before the registration plus, in the case of
 a Securities Act registration statement, the number of such shares included in the registration statement by the estimated public
 offering price of the shares; or

 in
 the case of an issuer whose public float as calculated under paragraph (1) or (2) of this definition was zero or whose public float
 was less than $700 million, had annual revenues of less than $100 million during the most recently completed fiscal year for which
 audited financial statements are available.

 If
a company determines that it does not qualify for smaller reporting company status because it exceeded one or more of the above thresholds,
it will remain unqualified unless when making its annual determination it meets certain alternative threshold requirements which will
be lower than the above thresholds if its prior public float or prior annual revenues exceed certain thresholds.

 As
a smaller reporting company, we are not required to include a Compensation Discussion and Analysis section in our proxy statements; we
may provide only two years of financial statements; and we need not provide the table of selected financial data. We will also be exempt
from certain greenhouse gas emissions disclosure and related third-party assurance requirements. We also have other "scaled"
disclosure requirements that are less comprehensive than issuers that are not smaller reporting companies which could make our common
stock less attractive to potential investors, which could make it more difficult for our stockholders to sell their shares.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 None.

 ITEM 1C. CYBERSECURITY

 We
have processes to assess, identify and manage risks from cybersecurity threats as a part of our overall risk assessment process. On a
regular basis we implement into our operations these cybersecurity processes, technologies, and controls to assess, identify, and manage
material risks. We engage certain external advisors to enhance our cybersecurity oversight where necessary.

 To
manage our material risks from cybersecurity threats and to protect against, detect, and prepare to respond to cybersecurity incidents,
we endeavor to undertake the below listed activities:

 Monitor
 emerging data protection laws in conjunction with our advisors and implement changes to our processes to comply;

 Maintain
 firewall and virus protection software, and 2FA logins to servers; and

 Seek
 to obtain a cybersecurity insurance policy where necessary.

 As
part of the above processes, we engage with third party providers to review our cybersecurity program and help identify areas for continued
focus, improvement, and compliance.

 Our
processes also include assessing cybersecurity threat risks associated with our use of third-party service providers in normal course
of business use. Third-party risks are included within our cybersecurity risk management processes discussed above. In addition, we assess
cybersecurity considerations in the selection and oversight of our third-party service providers, including due diligence on the third
parties that have access to our systems and facilities that house our critical systems and data.

 The
Audit Committee of our board of directors is responsible for oversight of our risk assessment, risk management and cybersecurity risks,
and periodically updates our board of directors on such matters. Members of the Audit Committee engage in discussions with management
on cybersecurity-related news events and discuss any updates to our cybersecurity risk management and strategy programs.

 As
of the date of this Annual Report, we have not encountered risks from cybersecurity threats that have materially affected, or are reasonably
likely to materially affect, our business strategy, results of operations or financial position.

 ITEM
2. PROPERTIES

Rebel Facilities

Rebel entities lease the following properties:

 Location

 Square
 Feet

 Use

 Lessee

 Lease
 Expiration

 18 th Avenue South, Suite A

 Nashville,
 TN 37212##

 1,750

 Corporate
 Executive Offices

 Rebel Holdings, Inc.

 March
 31, 2024**

 3800
 S Ross Lane

 Chanute,
 Kansas 66720##

 50,000

 and Shipping

 Rebel Holdings, Inc.

 Month
 to month

 8500
 Marshall Drive

 Lenexa,
 Kansas 66214#

 13,000

 Retail
 Sales/Offices

 Rebel, Inc.

 July
 31, 2028

 **
Subsequent to year end the above leased property (our corporate offices) we received an extension from the lessor providing for month-to-month
to vacate the premises. We currently believe that we will vacate these offices in their entirety on or before May 31, 2024.

 ##
The above leased properties should be or shall be vacated by the date this Report is filed or shortly thereafter.

 # The Company and its wholly owned subsidiary moved from the 8460 Nieman Road facility to the 8500 Marshall Drive
facility which adjoins the old 8460 Nieman Road property, increasing the retail sales space from approximately 6,000 square feet to 13,000
square feet.

Safe Facilities

 Headquarters
for the Champion Entities (Champion, Superior and Safe Guard) are located in Provo, Utah. These entities lease the following locations:

 Location

 Square
 Feet

 Use

 Lessee

 Lease
 Expiration

 2055
 S. Tracy Hall Parkway

 Provo,
 Utah 84606**

 8,000

 Manufacturing

 Safe

 Company, Inc.

 January
 1, 2025

 2813
 S Sierra Vista Way, Provo, Utah 84606*

 8,000

 Executive
 Offices and Factory Sales Outlet

 December 31, 2024

 2813 S Sierra Vista Way, Suite 2

 Provo, Utah 84606

 24,000

 December 31, 2024

 Rock Industrial Park

 Bridgeton,
 Missouri 63044**##

 5,000

 and Shipping

 January 15, 2024

 Industrial Drive

 Lewisberry,
 Pennsylvania 17339**

 2,100

 and Retail Sales

 August
 1, 2024***

 5411
 Trebor Lane

 Knoxville,
 Tennessee 37914**##

 2,500

 and Retail Sales

 January 31, 2024

 N. Gilbert Road, Suite 102

 Gilbert,
 Arizona 85233

 2,600

 Retail
 Sales

 June
 30, 2026

 4027
 North Oracle Road

 Tucson,
 Arizona 85705

 1,400

 Retail
 Sales

 March
 7, 2027

 17455
 N. Black Canyon Highway

 Phoenix,
 Arizona 85023

 2,400

 Retail
 Sales

 February
 28, 2025

 9802
 N. 91 st Avenue, Suite 108

 Peoria,
 Arizona 85345

 3,907

 and Retail Sales

 April
 30, 2025

 Av.
 Alvaro Obregon 6745, California, 84065 Nogales, Sonora, Mexico

 73,659

 Manufacturing

 Safe

 De Mexico, S.A. DE C.V.

 September
 1, 2024

 *** Subleased effective December 15, 2023. Original lease expiration date was August 1, 2024.

 **
Leased from Utah–Tennessee Holding Company, LLC, a company owned by former Champion founder, owner and Chief Executive Officer,
Mr. Crosby.

 *
Leased from Champion Holdings, LLC, a company owned by former Champion founder, owner and Chief Executive Officer, Mr. Crosby.

 ## The above leased properties should be or shall be vacated by Champion Safe Company, Inc. by the date this Report
is filed or shortly thereafter.

 As
part of the acquisition of the Champion Entities, several long-term leases were held with the Seller, Mr. Crosby through his
ownership in two limited liability companies. These long-term leases were considered fair value as Mr. Crosby provided rental space
at what was deemed market value or what could have been negotiated in an arm's length transaction. Please review the
footnotes to our Consolidated Financial Statements for further disclosure on the leases the Company is obligated to the Seller
of the Champion Entities.

 Recently the
Company and Mr. Crosby, through his limited liability companies, entered into several short-term extensions on the leased
properties. With the extensions of the leases the Company and the limited liability companies generally increased the base rent to
be paid by an average of 10% due to inflation. The Company negotiated these extensions and other terms in an arm's length
manner.

 The
Company believes these facilities are currently adequate for its needs, including providing the space and infrastructure to
accommodate its development work based on its operating plans. For the foreseeable future, the Company may lease or license
additional facilities for manufacturing, corporate offices and other functions. The Company believes that suitable facilities will be available on commercially reasonable terms to accommodate the foreseeable expansion of our operations and
warehousing requirements.

 The Company intends to for the immediate future, twelve (12) to eighteen (18) months, not to extend the leases
on the Lewisberry, Phoenix and Peoria facilities and consolidate its warehousing wholly within its Utah facilities.

 ITEM
3. LEGAL PROCEEDINGS

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

 We
are not currently a party in any legal proceeding or governmental regulatory proceeding nor are we currently aware of any pending or
potential legal proceeding or governmental regulatory proceeding proposed to be initiated against us that would have a material adverse
effect on us or our business.

 ITEM
4. MINE SAFETY DISCLOSURES

 Not
applicable.

 PART
II

 ITEM
5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market
for our Common Stock and certain Common Stock Purchase Warrants

 Our
common stock and certain existing warrants are traded on the Nasdaq Capital Market under the symbols "AREB" and "AREBW,"
respectively.

 On
April 11, 2024, the closing price of shares of common stock of the Company was $ 0.3689. Our
common stock has been quite volatile over the past two years, with significant fluctuations in volume and price.

 Nasdaq
Deficiency Notices

 On
October 23, 2023, we were notified by Nasdaq that we were not in compliance with Nasdaq Listing Rule 5550(a)(2) because the price of
our common stock had traded at less than $1.00 per share for the last thirty consecutive trading days. Nasdaq's notice has no immediate
effect on the listing of the common stock on Nasdaq and, at this time. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), we have been provided
an initial compliance period of 180 calendar days, or until April 22, 2024, to regain compliance with the minimum bid price requirement.
To regain compliance, the closing bid price of the common stock must meet or exceed $1.00 per share for a minimum of ten consecutive
business days prior to April 22, 2024. In late March of 2024, we requested an additional 180-day extension to regain compliance with
the minimum bid price requirement. As of the date of this filing Nasdaq has not responded to our request. Management continues to believe
that adherence to its current operating and business plan will enable us to regain compliance. In addition, we have obtained majority
stockholder consent to enact up to a 1-for-10 reverse stock split at any time in the following twelve months and would cure the deficiency
during the second compliance period, by effecting the reverse stock split, if necessary.

 On
February 28, 2024, we received a written notice from Nasdaq stating that because we have not yet held an annual meeting of shareholders
within 12 months of the end of our 2022 fiscal year end, we no longer comply with Nasdaq Listing Rule 5620(a) for continued listing on
Nasdaq. We have until April 15, 2024, which is 45 days from the date of the notice, to submit a plan to regain compliance and, if Nasdaq
accepts the plan, it may grant an exception of up to 180 calendar days from the fiscal year end, or until June 28, 2024, to regain compliance.
We intend to submit a compliance plan within the specified period, which we expect will consist of holding an annual meeting of stockholders
within sixty (60) days of filing of this Form 10-K. While the compliance plan is pending, our securities will continue to trade on Nasdaq.

 Stockholders
of Record

 As
of April 1, 2024, an aggregate of 5,947,643 shares of our common stock were issued and outstanding and owned by 132 stockholders of record.
This amount includes 67,723 shares of common stock that were authorized, but unissued as of April 1, 2024.

 Dividends

 We have not since December 15,
2014 (date of inception) declared or paid any cash dividends on our common stock and currently do not anticipate paying such cash dividends.
We currently anticipate that we will retain all of our future earnings for use in the development and expansion of our business and for
general corporate purposes. Any determination to pay dividends in the future will be at the discretion of our board of directors and will
depend upon our results of operations, financial condition, tax laws and other factors as the board, in its discretion, deems relevant.

 Securities
Authorized for Issuance under Equity Compensation Plans

 On
January 1, 2021, our Board approved the establishment of the 2021 Long-Term Equity Incentive Plan ("LTIP"). The LTIP is intended
to enable us to continue to attract able directors, employees, and consultants and to provide a means whereby those individuals upon
whom the responsibilities rest for successful administration and management of the Company, and whose present and potential contributions
are of importance, can acquire and maintain common stock ownership, thereby strengthening their concern for our welfare. The aggregate
maximum number of shares of common stock (including shares underlying options) that may be issued under the LTIP pursuant to awards of
Restricted Shares or Options will be limited to 10% of the outstanding shares of common stock, which calculation shall be made on the
first trading day of each new fiscal year. For fiscal year 2022, up to 6,390 shares of common stock were available for participants under
the LTIP. For fiscal year 2023, up to 67,723 shares of common stock were available for participants under the LTIP. For fiscal year 2024,
up to 587,992 shares of common stock are available for participants under the LTIP. The number of shares of common stock that are the
subject of awards under the LTIP which are forfeited or terminated, are settled in cash in lieu of shares of common stock or in a manner
such that all or some of the shares covered by an award are not issued to a participant or are exchanged for awards that do not involve
shares will again immediately become available to be issued pursuant to awards granted under the LTIP. If shares of common stock are
withheld from payment of an award to satisfy tax obligations with respect to the award, those shares of common stock will be treated
as shares that have been issued under the LTIP and will not again be available for issuance under the LTIP. In December of 2022, we authorized
the grant and issuance of all 6,390 shares of common stock under the LTIP to our executive management team. Further, in December of 2023,
we authorized the grant and issuance of all 67,723 shares of common stock under the LTIP to our executive management team.

Sales of Unregistered Securities

 On
June 27, 2023, we entered into a PIPE transaction with Armistice Capital Master Fund Ltd. for the purchase and sale of $2,993,850.63
of securities, consisting of (i) 71,499 shares of common stock at $4.37 per share, (ii) prefunded warrants (the "2023 Prefunded
Warrants") that are exercisable into 615,000 shares of common stock (the "2023 Prefunded Warrant Shares") at $4.37
per Prefunded Warrant, and (iii) immediately exercisable warrants to purchase up to 686,499 shares of common stock at an initial exercise
price of $4.24 per share and will expire five years from the date of issuance.

 In
connection with the Company's June 27, 2023 1-for-25 reverse split and the round lot rounding associated therewith, approximately
2.1 million new shares of common stock were issued.

 On
July 1, 2023, we authorized the issuance of 24,129 shares of common stock to our independent board members for past services through
June 30, 2023.

 On
September 8, 2023, holders of certain existing warrants exercised such warrants by paying $3,287,555.70 for 2,988,687 shares of the Company's
common stock at a reduced exercise price of $1.10 per share in consideration for the Company's agreement to issue two new common
stock purchase warrants to purchase, in the aggregate, up to 5,977,374 shares of the Company's common stock.

 On
December 30, 2023, we authorized the issuance of 40,634 shares of common stock to Mr. Ross, our Chief Executive Officer, and 27,089 shares
of common stock to Mr. Grau, our President, under the 2021 LTIP. These shares have not been issued as of the date of this Annual Report.

 Repurchase
of Equity Securities

 We
have no plans, programs or other arrangements in regards to repurchases of our common stock. Further, we did not repurchase any of our
equity securities during the year ended December 31, 2023.

 Subsequent
Issuances after Year-End

 None

 All
of the above-described issuances were exempt from registration pursuant to Section 4(a)(2) and/or Regulation D of the Securities Act
as transactions not involving a public offering. With respect to each transaction listed above, no general solicitation was made by either
the Company or any person acting on its behalf. All such securities issued pursuant to such exemptions are restricted securities as defined
in Rule 144(a)(3) promulgated under the Securities Act, appropriate legends have been placed on the documents evidencing the securities,
and may not be offered or sold absent registration or pursuant to an exemption there from.

 ITEM
6. [RESERVED]

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 This
Item 7 contains forward-looking statements. Forward-looking statements in this Annual Report on Form 10-K are subject to a number of
risks and uncertainties, some of which are beyond our control. Our actual results, performance, prospects or opportunities could differ
materially from those expressed in or implied by the forward-looking statements. Additional risks of which we are not currently aware
or which we currently deem immaterial could also cause our actual results to differ, including those discussed in the sections entitled
"Forward-Looking Statements" and "Risk Factors" included elsewhere in this Annual Report.

 Management's
Discussion and Analysis should be read in conjunction with the financial statements included in this Annual Report on Form 10-K (the
"Financial Statements"). The financial statements have been prepared in accordance with generally accepted accounting principles
in the United States ("GAAP"). Except as otherwise disclosed, all dollar figures included therein and in the following management
discussion and analysis are quoted in United States dollars.

 The
following discussion of the Company's financial condition and the results of operations should be read in conjunction with the
Financial Statements and footnotes thereto appearing elsewhere in this Annual Report.

 The
Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. In order to comply with the terms
of the safe harbor, the Company notes that in addition to the description of historical facts contained herein, this Annual Report contains
certain forward-looking statements that involve risks and uncertainties as detailed herein and from time to time in the Company's
other filings with the Securities and Exchange Commission and elsewhere. Such statements are based on management's current expectations
and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those, described
in the forward-looking statements. These factors include, among others: (a) the Company's fluctuations in sales and operating results;
(b) risks associated with international operations; (c) regulatory, competitive and contractual risks; (d) development risks; (e) the
ability to achieve strategic initiatives, including but not limited to the ability to achieve sales growth across the business segments
through a combination of enhanced sales force, new products, and customer service; and (f) pending litigation.

 Operations

 On
June 9, 2016, a change in control occurred, a sixty percent (60%) ownership interest was obtained by American Rebel, Inc. from a
former officer and director who was also our founder. On June 17, 2017, the Company acquired the business of its control stockholder
accounted for and presented financially as a reverse merger transaction. Our majority stockholder, American Rebel, Inc. became a
wholly owned subsidiary of the Company and we distributed the shares to the stockholders of American Rebel, Inc. As a result of this
reverse merger, the reporting operating history of the Company is now the operating history of American Rebel, Inc. Financial
statements of both companies are now consolidated and all material intercompany transactions and balances are eliminated. On July
29, 2022, the Company closed on its acquisition of the Champion Entities, a major acquisition with significant existing operations.

Developments

 Establishment of American
Rebel Beer

 On August 9, 2023, the Company
entered into a Master Brewing Agreement with Associated Brewing. Under the terms of the Brewing Agreement, Associated Brewing has been
appointed as the exclusive producer and seller of American Rebel branded spirits, with the initial product being American Rebel Light
Beer. American Rebel Light Beer will launch regionally in early 2024. The Company paid a setup fee and security deposit to Associated
Brewing. We established American Rebel Beverages, LLC as a wholly-owned subsidiary specifically to hold our alcohol licenses and conduct operations
for our beer business.

 Acquisition
of Champion Entities

 On
June 29, 2022, the Company entered into a stock and membership interest purchase agreement with Champion Safe Co., Inc. ("Champion
Safe"), Superior Safe, LLC ("Superior Safe"), Safe Guard Security Products, LLC ("Safe Guard"), Champion
Safe De Mexico, S.A. de C.V. ("Champion Safe Mexico") and, together with Champion Safe, Superior Safe, Safe Guard and Champion
Safe Mexico, collectively, the ("Champion Entities") and Mr. Crosby ("Seller") (the "Champion Purchase
Agreement"), pursuant to which the Company agreed to acquire all of the issued and outstanding capital stock and membership interests
of the Champion Entities from the Seller. This transaction was completed on July 29, 2022. We have included the Champion Entities assets
and liabilities as of that date and the subsequent financial activity through the date of this Annual Report in our Consolidated Financial
Statements. For all intent and purposes, the Champion Entities have been integrated with our existing operations and are under the control
of our management team.

 Secured
Loans

 On
April 14, 2023, the Company entered into a $1,000,000 Business Loan and Security Agreement (the "Secured Loan") with an accredited
investor lending source (the "Lender"). Under the Secured Loan, the Company received $980,000 on April 20, 2023, which was
net of fees to the Lender. The Secured Loan requires 64 weekly payments of $20,000, for a total repayment of $1,280,000 to the Lender.
The principal balance bears interest at 22.8%. The Secured Loan is secured by all of the assets of the Company and its subsidiaries second
only to a previously secured line of credit and contains other customary terms and conditions for agreements of its type. Further, the
Company's CEO, Charles A. Ross, Jr., provided a personal guaranty for the Secured Loan.

 On
December 28, 2023, the Company entered into a $500,000 Business Loan and Security Agreement (the "Second Secured Loan") with
Alt Banq Inc., an accredited investor lending source ("Alt Banq"). Under the Second Secured Loan, the Company received $490,000
on December 29, 2023, which was net of fees to Alt Banq. The Second Secured Loan requires 52 weekly payments of $11,731, for a total
repayment of $610,000 to Alt Banq. The principal balance bears interest at 22% per annum. The Second Secured Loan, is secured by all
of the assets of the Company and its subsidiaries second only to a previously secured line of credit and contains other customary terms
and conditions for agreements of its type. Further, the Company's CEO, Charles A. Ross, Jr., provided a personal guaranty for the
Second Secured Loan.

 Unsecured
Loan

 The
Company refinanced a $600,000 note with an accredited investor that was due March 31, 2023 with a new note dated July 1, 2023. The total
amount refinanced with an accredited investor is $450,000, with $150,000 due December 31, 2023, and $300,000 due June 30, 2024. Interest
will be paid quarterly in the amount of 12% on the outstanding principal amounts.

 Armistice
PIPE and Warrant Exercise

 On
June 27, 2023, we entered into a PIPE transaction with Armistice Capital Master Fund Ltd. for the purchase and sale of $2,993,850.63
of securities, consisting of (i) 71,499 shares of Common Stock at $4.37 per share, (ii) prefunded warrants (the "2023 Prefunded
Warrants") that are exercisable into 615,000 shares of Common Stock (the " 2023 Prefunded Warrant Shares") at $4.37
per Prefunded Warrant, and (iii) immediately exercisable warrants to purchase up to 686,499 shares of Common Stock at an initial exercise
price of $4.24 per share and will expire five years from the date of issuance.

 On
September 8, 2023, Armistice exercised certain existing warrants by paying $3,287,555.70 for 2,988,687 shares of the Company's
common stock at a reduced exercise price of $1.10 per share in consideration for the Company's agreement to issue two new common
stock purchase warrants to purchase, in the aggregate, up to 5,977,374 shares of the Company's common stock.

Interest Purchase Agreement

 On
December 19, 2023, we entered into a Revenue Interest Purchase Agreement (the " Revenue Interest Purchase Agreement ")
with Kingdom Building Inc. (" KBI "), pursuant to which KBI purchased a revenue interest from us for $500,000, less
$5,000 in transaction expenses.

 As
consideration for such payment, commencing on April 1, 2024 and continuing thereafter until all amounts are repurchased by us pursuant
to the terms of the Revenue Interest Purchase Agreement, KBI has a right to receive $75,000 per month from us in perpetuity until we
purchase the revenue interest from the holder (the " Revenue Interest "). There are no distinct limitations or requirements
that we are to produce revenue, or sufficient revenue to cover these payments.

 Under
the Revenue Interest Purchase Agreement, we have an option (the " Call Option ") to repurchase the Revenue Interest
at any time upon two days advance written notice. Additionally, KBI has an option (the " Put Option ") to terminate
the Revenue Interest Purchase Agreement and to require us to repurchase future Revenue Interest upon us consummating a public offering
pursuant to Regulation A. The repurchase price to be paid by us will be, if the Call Option or the Put Option is exercised (i) $625,000
if repurchased on or before March 31, 2024; and (ii) $687,500 after April 1, 2024; in each case of (i) or (ii), minus all Revenue Interest
or other payments made by us to KBI prior to such date.

 In
addition, the Revenue Interest Purchase Agreement contains various representations and warranties, covenants and other obligations and
other provisions that are customary for a transaction of this nature. Further, in March and April of 2024 we have entered into several additional revenue interest purchase agreements,
which are described in Item 9B below.

 Description
of Our Business

 Company
Overview

Rebel is boldly positioning itself as America's Patriotic Brand. The Company has identified the market opportunity to design, manufacture,
and market innovative concealed carry products and safes. American Rebel accesses its market uniquely through its positioning as America's
Patriotic Brand and the appeal of its products as well as through the profile and public persona of its founder and Chief Executive Officer,
Andy Ross. Andy hosted his own television show for 12 years, has made multiple appearances over the years at trade shows, and is well-known
in the archery world as the founder of Ross Archery, which was the world's fastest-growing bow company in 2007 and 2008. Andy has
 released 3 CDs, done numerous radio and print interviews, and performed many concerts in front of thousands of people. Andy has
the ability to present American Rebel to large numbers of potential customers through the appeal of his music and other supporting appearances.
For example, his appearance on the History Channel hit show Counting Cars in February 2014 has been viewed by over 2 million times.
Bringing innovative products that satisfy an existing demand to the market through exciting means is the American Rebel blueprint for
success.

 Other

 As
a corporate policy, we will not incur any cash obligations that we cannot satisfy with known resources, of which there are currently
none except as described in "Liquidity" below or elsewhere in this Annual Report. We believe that the perception that many
people have of a public company makes it more likely that they will accept restricted securities from a public company as consideration
for indebtedness to them than they would from a private company. We have not performed any studies of this matter. Our conclusion is
based on our own observations. Additionally, the issuance of restricted shares will dilute the percentage of ownership interest of our
stockholders.

 Results
of Operations for the fiscal year ended December 31, 2023

 Twelve
Months Ended December 31, 2023 Compared to the Twelve Months Ended December 31, 2022

 $
 16,228,310

 $
 8,449,800

 Cost of goods sold

 13,191,886

 6,509,382

 Gross margin

 3,036,424

 1,940,418

 Expenses:

 Consulting/payroll and other costs

 3,347,070

 905,843

 Compensation expense – officers – related party

 528,107

 1,094,781

 Compensation expense – officers – deferred comp – related
party

 -

 Rental expense, warehousing, outlet expense

 871,032

 508,527

 Product development costs

 132,528

 746,871

 Marketing and brand development costs

 1,273,012

 507,503

 Administrative and other

 3,317,082

 3,190,092

 Depreciation and amortization expense

 104,229

 50,087

 10,976,060

 7,003,704

 Operating income (loss)

 (7,939,636
)

 (5,063,286
)

 Other Income (Expense)

 Interest expense

 (406,252
)

 (358,689
)

 Interest expense – pre-emptive rights release

 -

 (350,000
)

 Interest income

 3,780

 5,578

 Employee retention credit funds, net of costs to collect

 1,113,337

 -

 Gain/(loss) on sale of equipment

 1,900

 -

 Tangible asset valuation adjustment

 (1,570,816
)

 -

 Impairment adjustment – goodwill

 (2,525,000
)

 -

 Gain/(loss) on extinguishment of debt

 221,903

 (1,376,756
)

 Net income (loss) before income tax provision

 (11,100,784
)

 (7,143,153
)

 Provision for income tax

 -

 -

 Net income (loss)

 $
 (11,100,784
)

 $
 (7,143,153
)

 Basic and diluted income (loss) per share

 $
 (3.81
)

 $
 (23.90
)

 Weighted average common shares outstanding - basic and diluted

 2,912,100

 298,800

and cost of goods sold

December 31, 2023, we reported Revenues of $16,228,310 compared to Revenues of $8,449,800 for the year ended December 31, 2022. The
increase in Revenues of $7,778,510 (or 92% period over period (PoP)) for the year ended December 31, 2023 compared to the year ended
December 31, 2022, is primarily attributable to the closing of the Champion acquisition on July 29, 2022 and a general increase from
Champion's average quarterly sales of product. For the year ended December 31, 2023, we reported Cost of Goods Sold of
$13,191,886, compared to Cost of Goods Sold of $6,509,382 for the year ended December 31, 2022. The increase in Cost of Goods Sold
of $6,682,504 (or 103% period over period (PoP)) for the current period is due to a significantly greater number of sales of product
during the period compared to the year ending December 31, 2022 and again attributable to the closing of the Champion acquisition on
July 29, 2022. For the year ended December 31, 2023, we reported Gross Margin of $3,036,424, compared to Gross Margin of $1,940,418
for the year ended December 31, 2022. The increase in Gross Margin of $1,096,006 (or 56% period over period (PoP)) for the year
ending December 31, 2023, compared to the year ending December 31, 2022 is again due to the closing of the Champion acquisition on
July 29, 2022. Gross Margin percentages for the year ended December 31, 2023 was 18.7% compared to 22.9% for the year ended December
31, 2022. We expect our Gross Margin percentage to remain consistent in the 20% range until we achieve sufficient sales volume to
increase our margins from better pricing power, to better buying power on our costs of goods, inventory and inventory
management.

 Expenses

 Total
operating expenses for the year ended December 31, 2023 were $10,976,060 compared to $7,003,704 for the year ended December 31, 2022
as further described below. Overall, we saw a $3,972,356 increase in operating expenses or a 57% period over period (PoP) increase
in operating expenses from the prior year comparable period. With the acquisition and integration of the Champion acquisition we
expect this to be about the same going forward dropping as a percentage of Revenues as we increase our overall sales
volume.

 For
the year ended December 31, 2023, we incurred consulting/payroll and other
costs of $3,347,070 compared to consulting/payroll and other costs of $905,843 for the year ended December 31, 2022. The increase in consulting/payroll
and other costs of $2,441,227 (or 269% period over period (PoP)) was primarily due to the overall increase in the number of employees
and the size of the Company's head count post-acquisition of the Champion Entities. This was affected as well by the increased payroll
costs from a competitive jobs market and the Champion Entities employees receiving pay increases that they were promised for years. The
Company expects to maintain its current consulting/payroll and other costs as we further expand our sales volume and increase margins.

 For
the year ended December 31, 2023, we incurred compensation expense – officers and compensation expense – officers –
deferred comp costs of $518,107 and $1,413,000 compared to compensation expense – officers and compensation expense – officers
– deferred comp costs of $1,094,781 and $0 for the year ended December 31, 2022. The increase in compensation expense – officers
– deferred comp costs of $1,413,000 (in excess of 100% period over period (PoP)) was due to Company issuing shares of preferred
stock that are convertible into common stock of the Company as well as the modification of the conversion terms of the same preferred
stock that were previously issued to two (2) officers that are now able to be converted into common stock of the Company. The Company
is required to recognize the cost attributable to the ability to convert the preferred shares into common stock multiplied by the market
value or fair value of the Company's common stock on either the grant date, issuance date, or the end of each reporting period.
The Company will re-evaluate the fair value of the common stock equivalents underlying the preferred stock that was issued, as well as
take into account the vesting (and complete ownership) of the preferred stock and its common stock equivalency. The decrease in compensation
expense – officers of $576,674 (or -53% period over period (PoP)) was due to the Company issuing significant bonuses to its officers
in 2022 for the successful closing on the Champion Entities offset or decreased by reduced bonuses for 2023 as recommended by the board
of directors and its compensation committee. Mr. Lambrecht's compensation will be fully integrated into the year ended December
31, 2024 with approximately another $250,000 to $300,000 in direct compensation expense – officers attributable to Mr. Lambrecht.
Compensation expense is the total value that we pay our officers during the period reported, which includes a base salary, bonus, any
equity awards or fringe benefits that we provide our officers. The Company believes that it pays it officers or management a fair and
competitive salary, as well as stock grants or awards that are made during the year. Deferred compensation is attributable to the fair
value of the common stock equivalents that are underlying our Series A preferred stock that have been issued pursuant to employment agreements
and vesting schedules.

 For
the year ended December 31, 2023, we incurred rental expense, warehousing, outlet expense of $871,032, compared to rental expense, warehousing,
outlet expense of $508,527 for the year ended December 31, 2022. The increase in rental expense, warehousing, outlet expense of $362,505
(or 71% period over period (PoP)) was due to the significant number of leases and properties that the Company rents to conduct the Champion
business. Prior to the Champion business acquisition, the Company included lease expense in the Administrative and other account. The
significant number of leases and properties that the Company rents to conduct its Champion business provides a better presentation of
expenses through a separate line item in its Statement of Operations. The Company expects to maintain this level of expense on a go-forward
basis with its leases and rented properties. The Company may look to consolidate some of its space as it fine tunes the Champion business.

 For
the year ended December 31, 2023, we incurred product development expenses of $132,528, compared to product development expenses of $746,871
for the year ended December 31, 2022. The decrease in product development expenses of $614,343 (or -82% period over period (PoP)) is
due to some of the Company's current product development expenses being included in consulting/payroll and other costs account
which provides for a better presentation of those expenses than pure product development expense, offset by new efforts over these past
few months where we've incurred some significant expenses that are attributable to our private label brewery efforts and should
be separated and identified. The Company expects to maintain some level of expense on a go-forward basis with new products and efforts
being expended for future sales growth and product needs.

 For
the year ended December 31, 2023, we incurred marketing and brand development expenses of $1,273,012, compared to marketing and brand
development expenses of $507,503 for the year ended December 31, 2022. The increase in marketing and brand development expenses of $765,509
(or 151% period over period (PoP)) relates primarily to an increase of activities including major trade shows and the availability of
working capital for these types of expenses as well as increased costs attributable to our acquisition and integration of the Champion
business.

 For
the year ended December 31, 2023, we incurred administrative and other expense of $3,317,082, compared to administrative and other
expense of $3,190,092 for the year ended December 31, 2022. The increase in administrative and other expense of $126,990 (or 4%
period over period (PoP)) relates primarily to significant legal and other professional fees that we incurred during 2022 in
anticipation of our registered public offerings, offset by other additional expenses picked up from our acquisition of Champion and recent financing efforts. The Company believes as it grows its sales base it will need to increase administrative and other
expenses commensurate with an overall increased profit into the future.

 For
the year ended December 31, 2023, we incurred depreciation and amortization expense of $104,229, compared to depreciation and amortization
expense of $50,087 for the year ended December 31, 2022. The increase in depreciation and amortization expense relates primarily to the
acquisition of Champion and its significant and additional depreciable asset base that it provided to the Company's financial position.

 Other
income and expenses

 For
the year ended December 31, 2023, we incurred interest expense of $406,252, compared to interest expense of $358,689 for the
year ended December 31, 2022. The increase in interest expense ($47,563) is due to a significant number of notes being paid during
2022 that were able to be paid in full from the various financings, offset by the increased borrowing costs that we have on our
working capital notes payable and line of credit. We are currently paying an interest rate of approximately 7% on our line of
credit, 12% on our existing working capital notes payable, and our new working capital notes payable we are paying approximately 40%
per annum on these debt instruments. We are currently working on re-negotiating some of these debt instruments. We expect our interest expense exposure shall be significantly higher for the year ending December 31, 2024 based on these high interest
rate notes or debt instruments.

 For
the year ended December 31, 2023, we incurred a gain on extinguishment of debt of $221,903, compared to $1,376,756 for the year ended
December 31, 2022. The decrease in loss on extinguishment of debt is due to the charges necessary through the amortization of the debt
discount recorded for the issuance of shares of common stock in connection with working capital loans retired during 2022. The Company
expects to manage and maintain its interest expense exposure despite the increase in interest rates for this year over last year, as
well keeping our debt obligations to a minimum as we grow the business and its sales volume. The gain on extinguishment of debt for year
ended December 31, 2023 is directly attributable to equity issuances that were static or an agreed upon number of shares for the services
at the time (which was much higher) and the settlement of the shares as payment for the services at a time when the shares were significantly
less valuable.

 For
the year ended December 31, 2023 we received approximately $1,286,000 in tax credits under the CARES Act from the US Department of Treasury
and in turn paid approximately $178,500 to the service provider, netting the Company approximately $1,113,337 in credits for retaining
its employees during COVID. As part of the collection process the Company retained the services of a tax service professional to provide
the Company with the specialized tax services. The services included identifying various tax initiatives as well as specifically tasking
the tax service professional in applying for and the tax filings for (tax) credits available under the Coronavirus Aid, Relief, and Economic
Security Act ("CARES Act"). This is a one-time other income item and we do not expect to receive this type of special income
in the future. During the year ended December 31, 2023 the Company received a claim for refund or right of repayment from the Seller
of the Champion Entities with respect to the CARES Act tax credits income. The Company prior year end settled with the Seller and agreed
to pay an additional $325,000 to the seller. This amount was not offset against the CARES Act tax credit income but increased the purchase
price of the Champion Entities and increased our determined Goodwill value by $325,000.

 For
the year ended December 31, 2023, we incurred a loss on tangible asset (inventory) valuation of $1,570,816, compared to $0 for the
year ended December 31, 2022. The loss on tangible asset valuation is due to the charges necessary to bring the value of inventory
in line with net realizable value as determined through a long and arduous process. When inventory is physically disposed of, we
account for the write-offs by making a debit to the reserve and a credit to inventory for the standard cost of the inventory item.
Our valuation reserve is applied as an estimate to specific product lines. Since the inventory item retains its standard cost until
it is either sold or written off, the reserve estimates will differ from the actual write-off. During the 4 th quarter of
2023, management completed its analysis of 100% of its inventory acquired in the purchase of the Champion Entities as well as
pre-existing subsidiary level inventory. It was determined that the Company needed to write-down, reserve for impairment of
approximately $1,570,816 of excess inventory value.

 For
the year ended December 31, 2023, we incurred impairment of goodwill of $2,525,000, compared to $0 for the year ended December 31,
2022. The impairment of goodwill is due to the charges necessary to write down intangible asset to fair value. Overall, we
recognized a $2.525 million impairment loss in our Champion Entities reporting unit. Changes in future year margin
expectations were primarily driven by sustained increases in supply chain costs, expectations for lower or static pricing to
maintain a competitive positioning, and expectations for increased marketing investment, primarily in response to increased
competition, as well as customer-driven investments. Changes in expectations for lower long-term net sales growth were primarily due
to sustained competition and anticipated trends in consumer preferences. Our revised expectations were based on the completion of
our fourth quarter results, which were below management's expectations, and the development of our operating plan in December
2023, along with our inventory management and tracking project which was completed during the early part of October 2023. From this
inventory management and tracking project it was determined that we had an over-valuation of our inventory acquired in the Champion
Entities purchase. Additionally, our revised expectations were based on the development of three-year operating plan, which
commenced in early 2023 and is expected to be completed in 2024. The goodwill carrying amount of the Champion Entities reporting
unit was $4.525 million prior to its impairment

 Net
Loss

 Net
loss for the year ended December 31, 2023, amounted to $ 11,100,784, resulting in a loss per share of $3.81,
compared to a net loss of $7,143,153 for the year ended December 31, 2022, resulting in a loss per share of $23.90. The increase in
the net loss from the year ended December 31, 2022 compared to the year ended December 31, 2023 is primarily due to acquisition
costs of the Champion Entities and our increased expenditures on financing and other activities for growth, along with the write
down of the valuation of our inventory of $1,570,816 as well as impairment of goodwill of $2,525,000, as well as the $1,413,000 in
additional compensation expense that we are required to recognize with regards the convertibility of our Series A preferred stock to
members of management during the year ended December 31, 2023.

 Liquidity

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the
recoverability of assets and the satisfaction of liabilities in the normal course of business. The Company is in the growth and acquisition
stage and, accordingly, will have to raise capital to complete acquisitions and successfully integrate acquired companies. Since inception,
the Company has been engaged in financing activities and executing its business plan of operations and incurring costs and expenses related
to developing products and market identity, obtaining inventory and preparing for public product launch. As a result, the Company incurred
net income (losses) for the years ended December 31, 2023 and 2022 of ($11,100,784) and ($7,143,981), respectively. The Company's
accumulated deficit was ($45,213,594) as of December 31, 2023, and ($34,112,810) as of December 31, 2022. The Company's working
capital surplus was $ 4,551,927 as of December 31, 2023, compared to $6,678,562 as of December
31, 2022. In addition, the Company's development activities since inception have been sustained through equity and debt financing
and the deferral of payments on accounts payable and other expenses.

 During February 2023, the Company entered into a $2
million master credit agreement (credit facility) with a major financial institution. The credit facility is secured by all the assets
of the Company's Champion subsidiaries. The Line of Credit expires on February 28, 2024. If the Company is unable to extend or replace
the credit facility, it would have a material impact on the Company and its Champion subsidiaries working capital needs. Requiring the
Company to seek replacement equity or debt financing, which may not be available, or may be on substantially worse terms than the current
credit facility.

 The
ability of the Company to continue as a going concern is dependent upon its ability to raise capital from the sale of its equity
and, ultimately, the achievement of increased operating revenues. Management believes the remaining holders of its warrants will
execute their outstanding warrants generating investment capital. Management is in discussions with several
investment banks and broker dealers regarding the initiation of further capital campaigns.

 Management
believes sufficient funding can be secured through the obtaining of loans, as well as future offerings of its preferred and common stock
to institutional and other financial sources. However, no assurance can be given that the Company will obtain this additional working
capital, or if obtained, that such funding will not cause substantial dilution its stockholders. If the Company is unable to secure such
additional funds from these sources, it may be forced to change or delay its business plan rollout.

 We
expect to require additional funds to further develop our business plan. 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 will likely
be dilutive to existing stockholders.

 In
addition, we expect to need additional funds to respond to business opportunities and challenges, including our ongoing operating
expenses, protecting our intellectual property, developing or acquiring new lines of business and enhancing our operating infrastructure.
While we may need to seek additional funding for such purposes, we may not be able to obtain financing on acceptable terms, or at all.
In addition, the terms of our financings may be dilutive to, or otherwise adversely affect, holders of our common stock. We may
seek additional funds through arrangements with collaborators or other third parties. We may not be able to negotiate any such arrangements
on acceptable terms, if at all. If we are unable to obtain additional funding on a timely basis, we may be required to curtail or terminate
some or all of our product lines.

 Critical
Accounting Policies

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

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

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

Accounting Standards Updates Adopted

 In
June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-13,
Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The updated guidance requires
companies to measure all expected credit losses for financial instruments held at the reporting date based on historical experience,
current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement
of credit losses on financial assets, including trade receivables. The guidance was adopted by the Company on January 1, 2023. The adoption
of the ASU did not have an impact on the Company's consolidated financial statements.

 We
adopted the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, on January 31, 2021. ASU
2019-12 removes certain exceptions to the general provisions of Topic 740 and provides simplification in other areas of Topic 740. The
adoption of ASU 2019-12 had no material impact on our consolidated financial statements.

Accounting Standards Updates Not Yet Adopted

 In
December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740)—Improvements to Income Tax Disclosures ("ASU 2023-09"),
which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 provide
for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09
is effective for the Company prospectively to all annual periods beginning after December 15, 2024. Early adoption is permitted. We are
currently evaluating the impact this update will have on our consolidated financial statements and disclosures.

 In
November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280)—Improvements to Reportable Segment Disclosures ("ASU
2023-07"), which require public companies disclose significant segment expenses and other segment items on an annual and interim
basis and to provide in interim periods all disclosures about a reportable segment's profit or loss and assets that are currently
required annually. The guidance is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods
within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance is applied retrospectively to all periods
presented in the financial statements, unless it is impracticable. We are currently evaluating the impact this update will have on our
consolidated financial statements and disclosures.

 In
October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC's Disclosure
Update and Simplification Initiative. This update modifies the disclosure or presentation requirements of a variety of topics in the
Accounting Standards Codification to conform with certain SEC amendments in Release No. 33-10532, Disclosure Update and Simplification.
The amendments in this update should be applied prospectively, and the effective date for each amendment will be the date on which the
SEC's removal of that related disclosure from Regulation S-X or S-K becomes effective. However, if the SEC has not removed the
related disclosure from its regulations by June 30, 2027, the amendments will be removed from the Codification and not become effective.
Early adoption is prohibited. We are currently evaluating the potential impact of this guidance on our consolidated financial statements.

 We
continuously monitor and review all current accounting pronouncements and standards from the FASB for applicability to our
operations. As of April 12, 2024, there were no other new pronouncements or interpretations that had or were expected to have a
significant impact on our operations.

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 We
are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information
under this item.

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 DECEMBER
31, 2023

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB ID No. 5041)

 Financial Statements for the years ended December 31,
 2023 and December 31, 2022

 Balance Sheets

 Statements of Operations

 Statement of Stockholders' Equity (Deficit)

 Statements of Cash Flows

 Notes to the Financial Statements

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and Shareholders of American Rebel Holdings, Inc.:

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of American Rebel Holdings, Inc. (the "Company") as of December
31, 2023 and 2022 and the related consolidated statements of operations, shareholders' equity, and cash flows for the two years
in the period ended December 31, 2023, and the related notes and schedules (collectively referred to as the financial statements). In
our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December
31, 2023 and 2022, and the results of its operations and its cash flows for the two years in the period ended December 31, 2023 and 2022,
in conformity with accounting principles generally accepted in the United States of America.

 Going
Concern Matter

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
2 to the financial statements, the Company has suffered recurring losses from operations that raises substantial doubt about its ability
to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements
do not include any adjustments that might result from the outcome of this uncertainty.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides
a reasonable basis for our opinion.

 Critical
Audit Matter

 Critical
audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be
communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and
(2) involved our especially challenging, subjective, or complex judgments.

 We
determined that there are no critical audit matters.

 /s/
 BF Borgers CPA PC

 BF
Borgers CPA PC (PCAOB ID 5041)

 We
have served as the Company's auditor since 2020

 Lakewood,
CO

 F- 1

 CONSOLIDATED
BALANCE SHEETS

 ASSETS

 CURRENT ASSETS:

 Cash and cash equivalents

 $
 1,147,696

 $
 356,754

 Accounts receivable

 2,816,541

 1,613,489

 Prepaid expense

 190,933

 207,052

 5,787,993

 7,421,696

 Inventory deposits

 315,083

 309,684

 Total Current Assets

 10,258,246

 9,908,675

 Property and Equipment, net

 360,495

 456,525

 OTHER ASSETS:

 Lease deposits and other

 83,400

 18,032

 Right-of-use lease assets

 1,946,567

 1,977,329

 Goodwill, net

 2,000,000

 4,200,000

 Total Other Assets

 4,029,967

 6,195,361

 TOTAL ASSETS

 $
 14,648,708

 $
 16,560,561

 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 CURRENT LIABILITIES:

 Accounts payable and other payables

 $
 1,978,768

 $
 2,305,077

 Accrued expense and other

 271,076

 322,393

 Loan – Officers – related party

 45,332

 -

 Loans – Working capital

 1,954,214

 602,643

 Line of credit

 1,456,929

 -

 Right-of-use lease liability, current

 1,039,081

 992,496

 Total Current Liabilities

 6,745,400

 4,222,609

 Right-of-use lease liability, long-term

 907,486

 984,833

 TOTAL LIABILITIES

 7,652,886

 5,207,442

 STOCKHOLDERS' EQUITY (DEFICIT):

 Preferred stock, $ 0.001 par value; 10,000,000 shares authorized; 200,000, and 175,000 issued and outstanding, respectively at December 31, 2023 and December 31, 2022

 -

 -

 Preferred Shares A

 Preferred Shares B

 Preferred Shares

 Common Stock, $ 0.001 par value; 600,000,000 shares authorized; 9,004,920 and 677,221 issued and outstanding, respectively at December 31, 2023 and December 31, 2022

 9,005

 Additional paid in capital

 52,200,211

 45,465,077

 Accumulated deficit

 ( 45,213,594
)

 ( 34,112,810
)

 TOTAL STOCKHOLDERS' EQUITY (DEFICIT)

 6,995,822

 11,353,119

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 $
 14,648,708

 $
 16,560,561

 See
Notes to Financial Statements.

 F- 2

 CONSOLIDATED
STATEMENTS OF OPERATIONS

 $
 16,228,310

 $
 8,449,800

 Cost of goods sold

 13,191,886

 6,509,382

 Gross margin

 3,036,424

 1,940,418

 Expenses:

 Consulting/payroll and other costs

 3,347,070

 905,843

 Compensation expense – officers – related party

 518,107

 1,094,781

 Compensation expense – officers – deferred comp – related
party

 -

 Rental expense, warehousing, outlet expense

 871,032

 508,527

 Product development costs

 132,528

 746,871

 Marketing and brand development costs

 1,273,012

 507,503

 Administrative and other

 3,317,082

 3,190,092

 Depreciation and amortization expense

 104,229

 50,087

 Total operating expenses

 10,976,060

 7,003,704

 Operating income (loss)

 ( 7,939,636
)

 ( 5,063,286
)

 Other Income (Expense)

 Interest expense

 ( 406,252
)

 ( 358,689
)

 Interest expense – pre-emptive rights release

 -

 ( 350,000
)

 Interest income

 3,780

 5,578

 Employee retention credit funds, net of costs to collect

 1,113,337

 -

 Gain/(loss) on sale of equipment

 1,900

 -

 Tangible asset valuation adjustment

 ( 1,570,816
)

 -

 Impairment adjustment – goodwill

 ( 2,525,000
)

 -

 Gain/(loss) on extinguishment of debt

 221,903

 ( 1,376,756
)

 Net income (loss) before income tax provision

)

)

 Provision for income tax

 -

 -

 Net income (loss)

 $
)

 $
)

 Basic and diluted income (loss) per share

 $
 ( 3.81
)

 $
 ( 23.90
)

 Weighted average common shares outstanding - basic and diluted

 2,912,100

 298,800

 See
Notes to Financial Statements.

 F- 3

 CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

 Stock

 Stock
 Amount

 Preferred
 Stock Amount

 Additional

 Paid-in
 Capital

 Accumulated

 Deficit

 Total

 Balance – December 31, 2021

 63,895

 $

 $

 $
 22,798,839

 $
 ( 26,969,657
)

 $
 ( 4,170,337
)

 Sale of common stock through
 registered offering, net of offering costs, includes reverse stock split round lot share increase of 5,140

 106,345

 -

 9,038,350

 -

 9,038,456

 Issuance of common stock to pay
 for expenses at a price of $ 103.75

 9,345

 -

 969,526

 -

 969,535

 Preferred stock converted into
 common stock

 10,068

 ( 202
)

 -

 -

 Debt converted into common stock
 warrants

 -

 -

 -

 1,566,559

 1,566,559

 Sale of common stock for cash
 at a price of $ 27.75 per
 share

 20,372

 -

 565,315

 -

 565,335

 Sale of 492,902
 pe-funded common stock warrants at a price of $ 27.50
 per share, with an exercise price of $ 0.25
 per warrant

 -

 -

 -

 12,322,542

 -

 12,322,542

 Prefunded common stock warrant
 offering costs and fees

 -

 -

 -

 ( 1,972,578
)

 -

 ( 1,972,578
)

 Issuance of common stock as compensation
 at a price of $ 15.25 per share

 4,000

 -

 60,996

 -

 61,000

 Exercise of $ 27.50
 prefunded warrants into shares of common stock

 448,097

 -

 111,576

 -

 112,025

 Exercise of $ 103.75
 prefunded warrants into shares of common stock

 15,099

 -

 3,760

 -

 3,775

 Net loss

 -

 -

 -

 -

)

)

 Balance – December 31, 2022

 67 7, 221

 45,465,077

 ( 34,112,810
)

 11,353,119

 Balance

 67 7, 221

 45,465,077

 ( 34,112,810
)

 11,353,119

 Sale of common stock, net

 71,499

 7 2

 -

 312,380

 -

 312,452

 Sale of 615,000
 pre-funded common stock warrants at a price of $ 4.36
 per share, with an exercise price of $ 0.01
 per warrant

 -

 -

 -

 2,681,400

 -

 2,681,400

 Prefunded common stock warrant
 offering costs and fees

 -

 -

 -

 ( 529,324
)

 -

 ( 529,324
)

 Effect of reverse stock split
 with 100 share
 minimum round lot share increase

 1,493,272

 1,493

 -

 ( 1,493
)

 -

 -

 Warrant inducement and exercise
 of 2,988,687 (repriced)
 common stock warrants at a price of $ 1.10
 per warrant into shares of common stock

 2,988,687

 2,989

 -

 3,284,567

 -

 3,287,556

 Warrant inducement offering costs
 and fees

 -

 -

 -

 ( 453,756
)

 -

 ( 453,756
)

 Exercise of prefunded common stock warrants at
 $ 0.01

 615,000

 -

 5,535

 -

 6,150

 Common stock issued as compensation
 at a price of $ 0.78 per share

 3,721

 -

 2,900

 -

 2,904

 Common stock issued as compensation
 pursuant to LTIP – three (3) related parties at a price of $ 0.78

 6,391

 -

 4,978

 4,984

 Common stock issued as compensation
 to independent members of the board of directors – related parties at a price of $ 0.75

 24,129

 -

 18,072

 -

 18,096

 Series A preferred stock issued
 as compensation pursuant to an employment agreement – related party, issued at par value or $ 0.001

 -

 -

 -

 -

 Common stock equivalents from
 Series A Preferred stock issued as compensation pursuant to an employment agreement; convertible into 12,500,000
 shares of common stock, 3,125,000
 immediate vesting – related party

 12,500,000

 12,500

 -

 4,600,000

 -

 4,612,500

 Common stock equivalents from
 modification of Series A Preferred stock conversion rights, issued per two previously entered into employment agreements, amended
 November 20, 2023; convertible into 25,000,000
 and 25,000,000
 shares of common stock, respectively, none vested – two (2) related parties

 50,000,000

 50,000

 -

 17,455,000

 -

 17,505,000

 Compensation component of vested
 and non-vested common stock equivalents attributable to Series A preferred stock – three (3) related parties

 -

 -

 -

 -

 Unvested shares reserved for
 through deferred compensation plan – three (3) related parties

 ( 59,375,000
)

 ( 59,375
)

 -

 ( 22,058,125
)

 -

 ( 22,117,500
)

 Net loss

 -

 -

 -

 -

)

)

 Balance – December
 31, 2023

 9,004,920

 $
 9,005

 $

 52,200,211

 $
 ( 45,213,594
)

 $
 6,995,822

 Balance

 9,004,920

 $
 9,005

 $

 $
 52,200,211

 $
 ( 45,213,594
)

 $
 6,995,822

 See
Notes to Financial Statements.

 F- 4

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 CASH FLOW FROM OPERATING ACTIVITIES:

 Net income (loss)

 $
)

 $
)

 Depreciation

 104,229

 50,087

 Gain on disposition of property

 ( 1,900
)

 ( 1,994
)

 Compensation paid through issuance of common stock

 2,904

 1,030,535

 Compensation paid through issuance of common stock – related parties

 23,080

 -

 Amortization of loan discount

 -

 1,000,457

 Recognition of deferred compensation attributable to convertibility of
Series A preferred stock issued to three (3) related parties

 -

 Goodwill impairment

 2,525,000

 -

 Inventory adjustment

 1,570,816

 -

 Adjustments to reconcile net loss to cash (used in) operating activities (net of acquired amounts from Champion):

 Accounts receivable

 ( 1,203,052
)

 613,104

 Prepaid expense and other

 ( 49,428
)

 ( 34,286
)

 57,488

 ( 2,292,844
)

 Accounts payable

 ( 544,784
)

 -

 Accrued expenses

 167,362

 ( 50,042
)

 Net Cash (Used in) Operating Activities

 ( 7,036,069
)

 ( 6,828,136
)

 CASH FLOW FROM INVESTING ACTIVITIES:

 Purchase of Champion Entities

 ( 325,000
)

 ( 10,247,420
)

 Purchase of property and equipment

 ( 6,300
)

 ( 20,888
)

 Net Cash (Used in) Investing Activities

 ( 331,300
)

 ( 10,268,308
)

 CASH FLOW FROM FINANCING ACTIVITIES:

 Proceeds from sale of common and preferred stock, net of offering costs

 -

 9,603,791

 Proceeds from sale of warrant inducement, net of offering costs

 2,833,800

 -

 Proceeds from sale of common stock and prefunded warrants, net of offering costs

 2,464,530

 10,349,964

 Proceeds from exercise of prefunded warrants

 6,150

 115,798

 Proceeds (repayments) of loans – officer - related party

 45,332

 ( 81,506
)

 Proceeds from line of credit

 1,700,000

 -

 Principal payments on line of credit, net

 ( 243,071
)

 -

 Proceeds of working capital loans

 2,000,000

 60,000

 Principal payments on working capital loan

 ( 648,430
)

 -

 Repayment of loans – nonrelated party

 -

 ( 2,612,456
)

 Net Cash Provided by Financing Activities

 8,158,311

 17,435,591

 CHANGE IN CASH

 790,942

 339,147
)

 CASH AT BEGINNING OF PERIOD

 356,754

 17,607

 CASH AT END OF PERIOD

 $
 1,147,696

 $
 356,754

 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

 Cash paid for:

 Interest

 $
 415,472

 $
 270,146

 Income taxes

 $
 -

 $
 -

 Non-cash investing and financing activities:

 Issuance of Series A preferred stock pursuant to employment agreement –
related party

 $
 4,612,500

 $
 -

 Modification of conversion terms of Series A preferred stock previously
issued pursuant to employment agreements – related parties

 $
 17,505,000

 $
 -

 Conversion of debt to equity

 $
 -

 $
 2,011,224

 See
Notes to Financial Statements.

 F- 5

 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

 DECEMBER
31, 2023

 NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Organization

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

 Nature
of operations

 The
Company develops and sells branded products in the self-defense, safe storage and other patriotic product areas using a wholesale distribution
network, utilizing personal appearances, musical venue performances, as well e-commerce and television. The Company's products
are marketed under the American Rebel Brand and are proudly imprinted with such branding. Through its acquisition of the "Champion
Entities" (which consists of Champion Safe Co., Inc., Superior Safe, LLC, Safe Guard Security Products, LLC, and Champion Safe
De Mexico, S.A. de C.V.) the Company promotes and sells its safe and storage products through a growing network of dealers, in select
regional retailers and local specialty safe, sporting goods, hunting and firearms retail outlets, as well as through online avenues,
including website and e-commerce platforms. The Company sells its products under the Champion Safe Co., Superior Safe Company and Safe
Guard Safe Co. brands as well as the American Rebel Brand. On August 9, 2023, the Company entered into a Master Brewing Agreement (the
"Brewing Agreement") with Associated Brewing Company, a Minnesota limited liability company ("Associated Brewing").
Under the terms of the Brewing Agreement, Associated Brewing has been appointed as the exclusive producer and seller of American Rebel
branded spirits, with the initial product being the American Rebel Light Beer ("American Rebel Beer"). We established American Rebel Beverages, LLC as a wholly-owned subsidiary to hold our licenses with respect to the
beer business. American Rebel Beer
plans to launch regionally in 2024.

 To
varying degrees, the consequences of the COVID-19 pandemic continue to affect our operating business. Significant government and private
sector actions have taken place to control the spread and mitigate the economic effects of the virus and its variants. The development
of geopolitical conflicts, supply chain disruptions and government actions to slow rapid inflation in recent years have produced varying
effects on our business. The economic effects from these events over long term cannot be reasonably estimated at this time. Accordingly,
estimates used in the preparation of our financial statements, including those associated with the evaluation of certain long-lived assets,
goodwill and other intangible assets for impairment, expected credit losses on amounts owed to us (through accounts receivable) and the
estimations of certain losses assumed under warranty and other liability contracts, may be subject to significant adjustments in future
periods.

 Principles
of Consolidation

 The
consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries, American Rebel, Inc.,
American Rebel Beverages, LLC and the Champion Entities. All significant intercompany accounts and transactions have been
eliminated.

 Cash
and cash equivalents

 For
the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered
to be cash equivalents. The carrying value of these investments approximates fair value.

 F- 6

and Inventory Deposits

consists of backpacks, jackets, safes, other storage products and accessories manufactured to our design and held for resale and are
carried at the lower of cost (First-in, First-out Method) or market value. The Company determines an estimate for the reserve of slow
moving or obsolete inventories by regularly evaluating individual inventory levels, projected sales and current economic conditions.
The Company makes deposit payments on certain inventory to be manufactured that are carried separately until the manufactured goods are
received into inventory.

 Fixed
assets and depreciation

 Property
and equipment are stated at cost, net of accumulated depreciation. Additions and improvements are capitalized while ordinary maintenance
and repair expenditures are charged to expense as incurred. Depreciation is recorded using the straight-line method over the estimated
useful life of the asset, which ranges from five to seven years.

recognition

 In
accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification
("ASC") Topic 606, Revenue from Contracts with Customers, revenues are recognized when control of the promised goods or
services is transferred to our clients, in an amount that reflects the consideration to which we expect to be entitled in exchange
for those goods and services. To achieve this core principle, we apply the following five steps: ( 1) Identify the contract with a
client; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction
price to performance obligations in the contract; and (5) Recognize revenues when or as the company satisfies a performance
obligation.

 These
steps are met when an order is received, a price is agreed to, and the product is shipped or delivered to that customer.

 Advertising
costs

 Advertising
costs are expensed as incurred; Marketing costs incurred were $ 1,273,012 and $ 507,503 for the years ended December 31, 2023 and 2022,
respectively.

 Fair
Value of Financial Instruments

 Fair
value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December
31, 2023, and December 31, 2022, respectively. The respective carrying value of certain on-balance-sheet financial instruments approximated
their fair values. These financial instruments include cash, and accounts payable. Fair values were assumed to approximate carrying values
for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on
demand.

 Level
1: The preferred inputs to valuation efforts are "quoted prices in active markets for identical assets or liabilities," with
the caveat that the reporting entity must have access to that market. Information at this level is based on direct observations of transactions
involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially
physical assets, actually trade in active markets.

 Level
2: FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they
may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs
that can be applied in three situations.

 Level
3: If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less
precise. The board describes Level 3 inputs as "unobservable," and limits their use by saying they "shall be used to
measure fair value to the extent that observable inputs are not available." This category allows "for situations in which
there is little, if any, market activity for the asset or liability at the measurement date". Earlier in the standard, FASB explains
that "observable inputs" are gathered from sources other than the reporting company and that they are expected to reflect
assumptions made by market participants.

 F- 7

 Stock-based
compensation

 The
Company records stock-based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize
expense related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions
using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes
the cost of all share-based awards on a graded vesting basis over the vesting period of the award.

 The
Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance
with ASC 718-10 and the conclusions reached ASC 505-50. Costs are measured at the estimated fair market value of the consideration received
or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments
issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance
by the provider of goods or services as defined by ASC 505-50.

 Earnings

 Net
loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined
by ASC 260 - Earnings per Share. Basic earnings per common share ("EPS") calculations are determined by dividing net income
by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations
are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.
Dilutive common share equivalents are negligible or immaterial as dilutive shares to be issued during net loss years were non-existent.
For the years ended December 31, 2023 and 2022, net
loss per share was $ ( 3.81) and $ ( 23.90), respectively.

 Fully
diluted shares outstanding is the total number of shares that the Company would theoretically have if all dilutive securities were exercised
and converted into shares. Dilutive securities include options, warrants, convertible debt, preferred stock and anything else that can
be converted into shares. Potential dilutive shares
consist of the incremental common shares issuable upon the exercise of dilutive securities, calculated using the treasury stock method.
The calculation of dilutive shares outstanding excludes out-of-the-money options (i.e., such options' exercise prices were greater
than the average market price of our common shares for the period) because their inclusion would have been antidilutive. Out-of-the-money
stock options totaled none and none as of December 31, 2023 and December 31, 2022, respectively. All other dilutive securities are listed
below.

 The
following table illustrates the total number of common shares that would be converted from common stock equivalents issued and outstanding
at the end of each period presented; as of December 31, 2023 and as of December 31, 2022, respectively.

OF EARNINGS PER SHARE

 Shares used in computation of basic earnings per share for the year ended

 2,912,100

 298,800

 Total dilutive effect of outstanding stock awards or common stock equivalents

 11,909,000

 674,600

 Shares used in computation of fully diluted earnings per share for the year ended

 14,821,100

 973,400

 Net income (loss)

 $
)

 $
)

 Fully diluted income (loss) per share

 $
 ( 0.75
)

 $
 ( 7.34
)

 In
periods of losses, diluted loss per share is computed on the same basis as basic loss per share as the inclusion of any other potential
shares outstanding would be anti-dilutive.

 F- 8

 Income
taxes

 The
Company follows ASC Topic 740 for recording provision for income taxes. Deferred tax assets and liabilities are computed based upon the
difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable
when the related asset or liability is expected to be realized or settled. Deferred income tax expense or benefit is based on the changes
in the asset or liability for each period. If available evidence suggests that it is more likely than not that some portion or the entire
deferred tax asset will not be realized, a valuation allowance is required to reduce the deferred tax asset to the amount that is more
likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income tax in the
period of change.

 Deferred
income tax may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes
in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities
to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified
as current or non-current depending on the periods in which the temporary differences are expected to reverse.

 The
Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic 740 only allows the recognition of
tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by taxing authorities. As of December
31, 2023 and December 31, 2022, the Company reviewed its tax positions and determined there were no outstanding, or retroactive tax positions
with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore this standard has not had a
material effect on the Company.

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

 The
Company classifies tax-related penalties and net interest as income tax expense. For the years ended December 31, 2023 and 2022, respectively,
 no income tax expense has been recorded.

 Use
of estimates

 The
preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ
significantly from those estimates.

 Warranties

 The
Company's safe manufacturing business estimates their exposure to warranty claims based on both current and historical (Champion
Entities) product sales data and warranty costs (actual) incurred each year. The Company assesses the adequacy of its recorded warranty
liability quarterly and adjusts the amount as necessary. Warranty liability is included in our accrued expense account of our subsidiaries
in the accompanying consolidated balance sheets. We estimate that our warranty liability is nominal or negligible based on the quality
of our products and our excellent customer relationships that we have. Warranty liability was $ 82,238 as of December 31, 2023 and $ 93,458
as of December 31, 2022. Based on our current warranty costs we adjusted our warranty liability downward.

 F- 9

 Business
Combinations

 The
Company accounts for business combinations in accordance with ASC Topic 805, Business Combinations, and as further defined by ASU 2017-01,
Business Combinations (Topic 805), which requires the purchase price to be measured at fair value. When the purchase consideration consists
entirely of shares of our common stock, the Company calculates the purchase price by determining the fair value, as of the acquisition
date, of shares issued in connection with the closing of the acquisition and, if the transaction involves contingent consideration based
on achievement of milestones or earn-out events, the probability-weighted fair value, as of the acquisition date, of shares issuable
upon the occurrence of future events or conditions pursuant to the terms of the agreement governing the business combination. If the
transaction involves such contingent consideration, our calculation of the purchase price involves probability inputs that are highly
judgmental due to the inherent unpredictability of drug development, particularly by development-stage companies. The Company recognizes
estimated fair values of the tangible assets and intangible assets acquired, including in process research and development ("IPR&D"),
and liabilities assumed as of the acquisition date, and we record as goodwill any amount of the purchase price of the tangible and intangible
assets acquired and liabilities assumed in excess of the fair value (see Note 8 - Goodwill and Acquisition Of Champion Entities and for further information in accordance with ASC 805-10-55-37 through
ASC 805-10-55-50).

 Right
of Use Assets and Lease Liabilities

 In
February 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-02, Leases (Topic 842). The standard requires
lessees to recognize almost all leases on the balance sheet as a Right-of-use ("ROU") asset and a lease liability and requires
leases to be classified as either an operating or a finance type lease. The standard excludes leases of intangible assets or inventory.
The standard became effective for the Company beginning January 1, 2019. The Company adopted ASC 842 using the modified retrospective
approach, by applying the new standard to all leases existing at the date of initial application. Results and disclosure requirements
for reporting periods beginning after January 1, 2019 are presented under ASC 842, while prior period amounts have not been adjusted
and continue to be reported in accordance with our historical accounting under ASC 840. The Company elected the package of practical
expedients permitted under the standard, which allowed the Company to carry forward historical lease classifications. The Company
 elected the practical expedient related to treating lease and non-lease components as a single lease component for all equipment
leases as well as electing a policy exclusion permitting leases with an original lease term of less than one year to be excluded from
the ROU assets and lease liabilities.

 Under
ASC 842, the Company determines if an arrangement is a lease at inception. ROU assets and liabilities are recognized at commencement
date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments
that are fixed and determinable at the time of commencement. As most of the Company's leases do not provide an implicit rate, the
Company estimated the incremental borrowing rate in determining the present value of lease payments. The ROU asset includes any
lease payments made prior to commencement and is recorded net of any lease incentives received. The Company' lease terms may include
options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options.

 Operating
leases are included in operating lease Right-of-use assets and operating lease liabilities, current and non-current, on the Company's
consolidated balance sheets.

pronouncements

 The
Company evaluated recent accounting pronouncements through December 31, 2023, and believes that none have a material effect on the Company's
consolidated financial statements.

 Concentration
Risk

 Prior
to the closing of the Champion Entities in 2022, the Company purchased a substantial portion (over 20 %)
of its inventory from two third-party vendors. With the closing of the Champion Entities, the Company no longer purchases a
substantial portion (over 20 %)
of its inventory from these third-party vendors. As of December 31, 2022 and December 31, 2023, the net amount due to these
third-party vendors (accounts payable and accrued expense) was $ 0.

 F- 10

 NOTE
2 – GOING CONCERN

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates
the recoverability of assets and the satisfaction of liabilities in the normal course of business. As noted above, the Company is in
the growth and acquisition stage and, accordingly, has not yet reached profitability from its operations (which now includes the
Champion Entities business). Since inception, the Company has been engaged in financing activities and executing its plan of
operations and incurring costs and expenses related to product development, branding, inventory buildup and product launch. As a
result, the Company has continued to incur significant net losses for the years ended December 31, 2023 and 2022 amounting to
($ 11,100,784)
and ($ 7,143,153),
respectively. The Company's accumulated deficit was ($ 45,213,594)
as of December 31, 2023 and ($ 34,112,810)
as of December 31, 2022. The Company's working capital surplus was $ 4,551,927 as
of December 31, 2023 compared to $ 6,678,562 as
of December 31, 2022. The decrease in working capital from December 31, 2022, to December 31, 2023, is due to several factors which
affected the Company, the first is the $ 1,570,816 inventory
valuation adjustment which is attributable to an overvalued inventory that we acquired in the Champion purchase, along with entering
into several debt instruments which totaled over $ 3,700,000 for the year ending December 31,
2023, net of principal payments on those debt instruments.

 The
ability of the Company to continue as a going concern is dependent upon its ability to raise capital from the sale of its equity and,
ultimately, the achievement of significant operating revenues and profitability. The Company is currently conducting a Reg. A+ offering on Form 1-A that became effective on March 13, 2024. Total
amount to be sought under this Reg. A+ offering is approximately $ 20.0 million.

 Management
believes that sufficient funding can be secured through the obtaining of loans, as well as future offerings of its preferred and common
stock. However, no assurance can be given that the Company will obtain this additional working capital, or if obtained, that such funding
will not cause substantial dilution to its existing stockholders. If the Company is unable to secure such additional funds from these
sources, it may be forced to change or delay some of its business objectives and efforts. These factors raise substantial doubt regarding
the Company's ability to continue as a going concern.

 These
financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts
and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 NOTE
3- INVENTORY AND DEPOSITS

and deposits include the following:

OF INVENTORY AND DEPOSITS

 Inventory - Finished goods

 $
 5,787,993

 $
 7,421,696

 Inventory - Deposits and other

 315,084

 309,684

 Total Inventory

 $
 6,103,077

 $
 7,731,380

 The
Company accounts for excess or obsolete inventory with a reserve that is established based on management's estimates of the net
realizable value of the related products. These reserves are product specific and are based upon analyses of product lines that are slow
moving or expected to become obsolete due to significant product enhancements.

 When
inventory is physically disposed of, we account for the write-offs by making a debit to the reserve and a credit to inventory for the
standard cost of the inventory item. Our valuation reserve is applied as an estimate to specific product lines. Since the inventory item
retains its standard cost until it is either sold or written off, the reserve estimates will differ from the actual write-off. During
the 4 th quarter of 2023, management completed its analysis of 100% of its inventory acquired in the purchase of the Champion
Entities as well as pre-existing subsidiary level inventory. It was determined that the Company needed to write-down, reserve for impairment
of approximately $ 1,570,816 of excess inventory value.

 F- 11

 NOTE
4 – PROPERTY AND EQUIPMENT

 SCHEDULE OF PROPERTY AND EQUIPMENT

 Property and equipment include the following:

 Plant, property and equipment

 $
 353,885

 $
 367,317

 Vehicles

 435,153

 448,542

 Property and equipment gross

 789,038

 815,859

 Less: Accumulated depreciation

 ( 428,543
)

 ( 359,334
)

 Net property and equipment

 $
 360,495

 $
 456,525

 For
the years ended December 31, 2023 and 2022 we recognized $ 104,229 and $ 50,087 in depreciation expense, respectively. We depreciate these
assets over a period of sixty ( 60) months which has been deemed their useful life.

 NOTE
5 – RELATED PARTY NOTE PAYABLE AND RELATED PARTY TRANSACTIONS

 Charles
A. Ross, Jr. serves as the Company's Chief Executive Officer. Compensation for Mr. Ross was $ 318,667 and
$ 681,400
plus stock awards (granted and issued in 2023 and 2022) of $ 0
and $ 20,766,
respectively for the years ended December 31, 2023 and 2022. Doug E. Grau serves as the Company's President and Interim
Principal Accounting Officer. Compensation for Mr. Grau was $ 186,456
and $ 413,381
plus stock awards (granted and issued in 2023 and 2022) of $ 0 and
$ 11,182,
respectively for the years ended December 31, 2023 and 2022.

 Both
Messrs. Ross and Grau serve as the Company's Chief Executive Officer and President, respectively. Compensation for both,
Messrs. Ross and Grau, includes a base salary and a bonus based upon certain performance measures approved by the board of
directors. In addition to Mr. Grau's employment Mr. Grau lent the Company approximately $ 95,332,
net of repayments during the twelve months ended December 31, 2023, the loan is an unsecured non-interest-bearing demand
note. Mr. Grau provides these loans as short-term funding and usually receives repayment a few months later, pending working
capital needs.

 Corey
Lambrecht serves as the Company's Chief Operating Officer. Mr. Lambrecht and the Company entered into an employment
agreement on November 20, 2023. Mr. Lambrecht's employment agreement provides for an initial annual base salary of $ 260,000, which
may be adjusted by the board of directors of the Company. Mr. Lambrecht at this time ceased being an independent director of the Company.
Mr. Lambrecht received approximately $ 10,025 for his services as an officer of the Company for the year ended December 31, 2023, and
$ 185,000 and $ 185,000 as an independent consultant for the Company for the year ended December 31, 2023 and 2022, respectively.

 Prior to his employment with the Company on
November 20, 2023 Mr. Lambrecht was an independent
director of the Company's board of directors. On July 1, 2023, the Company authorized 8,132
shares of common stock to Mr. Lambrecht for his services as a non-employee or independent director of the board as full payment for
his services from February 8, 2022 through June 30, 2023. The Company accrued board compensation due and owing to Mr. Lambrecht from
July 1, 2023 through November 20, 2023 of approximately $ 23,333
which shall be settled in shares of the Company's common stock based on the formula for non-employee directors of
Board.

 The
Company in connection with its employment agreements (both newly entered (for Mr. Lambrecht) into as well as amended (for Mr. Ross and Mr. Grau))
with Messrs. Ross, Grau and Lambrecht reserved for issuance 62,500,000 shares of its common stock that are convertible under the Series
A preferred stock new conversion terms.

 Per
Mr. Lambrecht's employment agreement entered into on November 20, 2023, the share-award grant is to vest 1/4 th upon
the signing of Mr. Lambrecht's employment, another 1/4 th on January 1, 2024, another 1/4 th on January 1,
2025 and the remaining 1/4 th on January 1, 2026. Mr. Lambrecht's employment agreement has a term running from November
20, 2023 through December 31, 2026, a term of 37 and months. The Company on November 20, 2023 for Mr. Lambrecht recognized $ 4,612,500
as a charge for the share-award grant and recognized $ 184,500 in compensation expense for the year ending December 31, 2023 for the grants
and respective earn-outs of the common stock equivalents under the employment agreement through December 31, 2023.

 Per
Mr. Ross's amended employment agreement with an effective date of November 20, 2023, the already issued or existing share-award
grant is to vest 1/5 th on January 1, 2024, another 1/5 th on January 1, 2025, 1/5 th on January 1, 2026,
1/5 th on January 1, 2027 and the remaining 1/5 th on January 1, 2028. Mr. Ross's amended employment agreement
has an effective term running from November 20, 2023 through December 31, 2026, a term of 37 and months. The Company on October
31, 2023 for Mr. Ross recognized $ 8,752,500 as a charge for the share-award grant on October 31, 2023 (the modification date) and recognized
$ 466,800 in compensation expense for the year ending December 31, 2023 for the grants and respective earn-outs of the common stock equivalents
under the employment agreement through December 31, 2023.

 Per
Mr. Grau's amended employment agreement with an effective date of November 20, 2023, the already issued or existing share-award
grant is to vest 1/5 th on January 1, 2024, another 1/5 th on January 1, 2025, 1/5 th on January 1, 2026,
1/5 th on January 1, 2027 and the remaining 1/5 th on January 1, 2028. Mr. Grau's amended employment agreement
has an effective term running from November 20, 2023 through December 31, 2026, a term of 37 and months. The Company on October
31, 2023 for Mr. Grau recognized $ 8,752,500 as a charge for the share-award grant on October 31, 2023 (the modification date) and recognized
$ 466,800 in compensation expense for the year ending December 31, 2023 for the grants and respective earn-outs of the common stock equivalents
under the employment agreement through December 31, 2023.

 On December 30, 2023, the Company
authorized the issuance of 40,634 shares of common stock to Mr. Ross and 27,089 shares of common stock to Mr. Grau under the 2021 LTIP.
These shares have not been issued and will be valued in accordance with US GAAP on the date of issuance. This value may change significantly
from the date of authorization. Based on the Company's fair value of its common stock on December 31, 2023, this would approximate
$ 12,600 in additional compensation for Mr. Ross, and $ 8,400 in additional compensation for Mr. Grau.

 The
Company in connection with various employment and independent directors' agreements is required to issue shares of its common stock
as payment for services performed or to be performed. The value of the shares issued is determined by the fair value of the Company's
common stock that trades on the Nasdaq Capital Market. This value on the date of grant is afforded to the Company for the recording of
stock compensation to employees and other related parties or control persons and the recognition of this expense over the period in which
the services were incurred or performed. Most of the Company's agreement for stock compensation provide for services performed
to have been satisfied by the initial grant, thereby incurring the cost immediately from the grant.

 Stock-based
compensation is presented in accordance with the guidance of ASC Topic 718, "Compensation – Stock Compensation" ("ASC
718"). Under the provisions of ASC 718, the Company is required to estimate the fair value of share-based payment awards on the
date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized
as expense over the requisite service periods in our statements of operations. Where the stock-based compensation is not an award, option,
warrant or other common stock equivalent, the Company values the shares based on fair value with respect to its grant date and the price
that investors may have been paying for the Company's common stock on that date in its various exempt private placement offerings.

 Taxable
value of the stock-based compensation is recorded in accordance with the Internal Revenue Service's regulations as it pertains to employees,
control persons and others whereby they receive share-based payments. This may not always align with what the Company records these issuances
in accordance with GAAP. There are no provisional tax agreements or gross-up provisions with respect to any of our share-based payments
to these entities. The payment or withholding of taxes is strictly left to the recipient of the share-based payments, or the modification
of share-based payments.

 NOTE
6 – LINE OF CREDIT – FINANCIAL INSTITUTION

February 2023, the Company entered into a $ 2 million master credit agreement (credit facility) with a major financial institution ("Line
of Credit"). The Line of Credit accrues interest at a rate determined by the Bloomberg Short-Term Bank Yield Index ("BSBY")
Daily Floating Rate plus 2.05 percentage points (which at December 31, 2023 for the Company was 7.48 %), and is secured by all the assets
of the Champion Entities. The Line of Credit expires February 28, 2024. The outstanding amount due on the Line of Credit at December
31, 2023 and December 31, 2022 was, respectively.

OF LINE OF CREDIT

 Line of credit from a financial institution.

 $
 1,456,929

 $
 -

 Total recorded as a current liability

 $
 1,456,929

 $
 -

 Current
and long-term portion. As of December 31, 2023 the total balance due of $ 1,456,929 reported as current as the Line of Credit is to be
repaid within one year, with subsequent drawdowns as needed by the Company. The Company paid a one-time loan fee equal to 0.1% of the
Line of Credit amount available. In the likelihood of default, the default interest automatically increases to 6 % over the BSBY plus
an additional 2.05 % rate.

 F- 12

 Initially
the Company drew down on the Line of Credit in the amount of $ 1.7
million, with subsequent net payments and draws on the Line of Credit in the amount of approximately $ 250,000.
The Company has not increased the Line of Credit amount beyond its initial drawdown and has paid interest expense of approximately
$ 65,000
for the year ended December 31, 2023. The Company intends to keep the Line of Credit open and in existence to enhance the
profitability and working capital needs of the Champion entities and may in the future seek to expand the Line of Credit, The
Company received a short-term extension on the Line of Credit expiration date.

 NOTE
7 – NOTES PAYABLE – WORKING CAPITAL

OF WORKING CAPITAL

 Working capital
 loan with a limited liability company domiciled in the state of Georgia. The working capital loan is a demand loan and accrues
 interest at 12 %
 per annum and interest only payments that are due by the 15 th of month following the close of the quarter.

 -

 600,000

 Working capital loans with an
 irrevocable trust established in the state of Georgia, managed and owned by the same entity as the limited liability company that
 previously held the $ 600,000
 in combined loans made on or about June 30, 2022. The two working capital loans are demand loans and accrue interest at 12 %
 per annum and interest only payments that are due by the last day of the quarter. The 1 st loan in the amount of $ 150,000
 is due and payable on December 31, 2023, the 2nd loan in the amount of $ 300,000
 is due and payable on June
 30, 2024. As of December 31, 2023 we are in technical default on the $ 150,000 loan.

 450,000

 -

 Working capital loans with a major financial institution converted from a revolving line of credit to a strict payoff loan agreement with the major financial institution. Annual interest rate approximates 22.5 % per annum and consists of two revolving line of credit accounts.

 -

 2,643

 Working capital loan agreement structured as a Revenue Interest Purchase Agreement ("revenue participation interest") with a corporate entity domiciled in the state of California. The working capital loan provided for a purchase of an ownership interest in the revenues of our Champion subsidiary. The revenue participation interest requires payments of $ 75,000 per month (beginning on May 5, 2024) until the revenue participation interest is repurchased by the Company. The revenue participation agreement is subject to a repurchase option by the Company. The repurchase price prior to April 1, 2024 is 125 % or $ 625,000, the repurchase price prior to May 5, 2024 is 137.5 % or $ 687,500, thereafter the repurchase price is $ 687,500 plus payments of $ 75,000 per month on the fifth calendar day.

 500,000

 -

 Working capital loan agreement with a limited liability company domiciled in the state of New York. The working capital loan is secured by all the assets of the Company that is not secured by the first priority interest of the major financial institution line of credit facility as well as a personal guaranty by our Chief Executive Officer, Mr. Charles A Ross. The working capital loan requires payments of $ 11,731 each for 62 weeks on the Friday following funding. The working capital loan is due and payable on December 27, 2024 with a final payment of $ 11,731.

 500,000

 -

 Working capital loan agreement with a limited liability company domiciled in the state of New York. The working capital loan is secured by all the assets of the Company that is not secured by the first priority interest of the major financial institution line of credit facility as well as a personal guaranty by our Chief Executive Officer, Mr. Charles A Ross. The working capital loan requires payments of $ 20,000 each for 64 weeks on the Friday following funding. The working capital loan is due and payable on July 5, 2024 with a final payment of $ 20,000.

 504,214

 -

 Working capital loans

 $
 1,954,214

 $
 602,643

 Total recorded as a current liability

 $
 1,954,214

 $
 602,643

 F- 13

 On
April 14, 2023, the Company entered into a $ 1,000,000 Business Loan and Security Agreement (the "Secured Loan") with an accredited
investor lending source (the "Lender"). Under the Secured Loan, the Company received the loan net of fees of $ 20,000. The
Secured Loan requires 64 weekly payments of $ 20,000 each, for a total repayment of $ 1,280,000. The Secured Loan bears interest at 41.4 %.
The Secured Loan is secured by all of the assets of the Company and its subsidiaries second to a first priority lien secured the holder
of the Line of Credit. Furthermore, the Company's Chief Executive Officer, provided a personal guaranty for the Secured Loan. The
Secured Loan provides for a default fee of $ 15,000 for any late payments on the weekly payments. No prepayment of the loan is allowed
as well as any default by the Company allows the Lender to take necessary actions to secure its collateral and recovery of funds. The
Company was required to pay a fee associated with the Lender and its introduction to the Company of $ 80,000 to be made in equity of the
Company at the time the loan was entered into. The Company issued 3,721 post-reverse stock split shares, which on the date of issuance
had a value of approximately $ 2,900. Since the number of shares had been established upon consummation of the loan but not valued or
recorded on the books at the time, because of the leeway on grant date; total cost to the Company for the issuance of the 3,721 shares
of common stock on the grant date was $ 2,900 which was recorded to interest expense and attributable to the loan.

 On
July 1, 2023, the Company entered into an assignment and assumption loan agreement (the "Assumption Loan") with an accredited
lender. Under the Assumption Agreement the Company agreed to pay $ 150,000 immediately to the holder of the $ 600,000 working capital loans
that the Company had in place. The Assumption Agreement provided for the accredited lender, who effectively had the same management and
ownership as the old working capital holders and assumed the debt instruments under the same terms and conditions and is due one year
from the date of the Assumption Agreement, June 30, 2024 for one of the loans and the other loan (in the amount of $ 150,000) is due and
payable on December 31, 2023. The Company made a one-time payment of $ 150,000 to the holder and was released from the prior obligations
and the default status that it had been in with that holder since March 31, 2023.

 On
July 1, 2023 the Company received a release from the lender of the working capital loans that were in default since March 31, 2023, and
the accredited lender of the new working capital loans paid the holder of the old working capital loans $ 450,000 which required no additional
working capital outlay from the Company. The terms of the new loan are 12 % per annum and interest only payments that are due by last
day of the quarter based on a calendar year. This reduces the Company's interest payments on the working capital loans (old) of
$ 600,000 from $ 18,000 per quarter to just $ 13,500 per quarter (for quarter ending December 31, 2023) and $ 9,000 per quarter thereafter
(for quarters ending March 31, 2024 and June 30, 2024).

 On
December 19, 2023, the Company entered into a $ 500,000 Revenue Interest Purchase Agreement (the "Revenue Interest Loan")
with an accredited lender. Under the Revenue Interest Loan, the Company received the revenue interest purchase price/loan net of fees
of $ 5,000. The Revenue Interest Loan requires monthly payments of $ 75,000 each, until the Revenue Interest Loan is repurchased by the
Company. The Revenue Interest Loan bears interest at 40.5 %. The Secured Loan is secured by all of the product revenues of the Company
and its subsidiaries second to a first priority lien secured the holder of the Line of Credit. Furthermore, the Company's is obligated
to provide for 50% of the Reg. 1-A offering proceeds to the holder of the Revenue Interest Loan as payment towards the amounts due. The
Revenue Interest Loan may be repurchased by the Company. The repurchase price for the Revenue Interest Loan prior to April 1, 2024 is
 125 % or $ 625,000, the repurchase price for the Revenue Interest Loan prior to May 5, 2024 is 137.5 % or $ 687,500, thereafter the repurchase
price of the Revenue Interest Loan is $ 687,500 plus payments of $ 75,000 per month on the fifth calendar day until repurchased by the
Company. The Revenue Interest Loan bears an effective interest of 81.3 % through March 31, 2024, an effective interest rate of 87.3 % through
May 4, 2024, and an effective interest rate of 116.9 % thereafter until the Company repurchases the Revenue Interest Loan from the holder.

 On
December 29, 2023, the Company entered into a $ 500,000 Business Loan and Security Agreement (the "Secured Loan") with an
accredited investor lending source (the "Lender"). Under the Secured Loan, the Company received the loan net of fees of $ 10,000.
The Secured Loan requires 52 weekly payments of $ 11,731 each, for a total repayment of $ 610,000. The Secured Loan bears interest at 40.5 %.
The Secured Loan is secured by all of the assets of the Company and its subsidiaries second to a first priority lien secured the holder
of the Line of Credit. Furthermore, the Company's Chief Executive Officer, provided a personal guaranty for the Secured Loan. The
Secured Loan provides for a default fee of $ 15,000 for any late payments on the weekly payments. No prepayment of the loan is allowed
as well as any default by the Company allows the Lender to take necessary actions to secure its collateral and recovery of funds. The
Company is required to pay a fee associated with the Lender and its introduction to the Company of $ 40,000 to be made in equity
of the Company at the time the loan was entered into.

 F- 14

the year ended December 31, 2022, the Company repaid $ 2,541,634
of its short-term notes payable and converted several short-term notes payable with a face value of $ 1,950,224
along with accrued interest into shares of common stock with a fair value of $ 2,803,632,
resulting in a loss on debt extinguishment of $ 1,376,756.
The conversion of the notes payable was done in connection with our registered public offering in February 2022.

 At
December 31, 2023, and December 31, 2022, the outstanding balance due on all of the working capital notes payable was $ 1,954,214 and
$ 602,643, respectively. These amounts do not include any interest payable on the various notes where interest was not paid in full per
the terms of the notes.

 NOTE
8 – GOODWILL AND ACQUISITION OF CHAMPION ENTITIES

 Goodwill

 Goodwill
is initially recorded as of the acquisition date, and is measured as any excess of the purchase price over the estimated fair value of
the identifiable net assets acquired. Goodwill is not amortized, but rather is subject to impairment testing annually (on the first day
of the fourth quarter), or between annual tests whenever events or changes in circumstances indicate that the fair value of a reporting
unit may be below its carrying amount. We first perform a qualitative assessment to evaluate goodwill for potential impairment. If based
on that assessment it is more likely than not that the fair value of the reporting unit is below its carrying value, a quantitative impairment
test is necessary. The quantitative impairment test requires determining the fair value of the reporting unit. We use the income approach,
whereby we calculate the fair value based on the present value of estimated future cash flows using a discount rate that approximates
our weighted average cost of capital. The process of evaluating the potential impairment of goodwill is subjective and requires significant
estimates and assumptions about the future such as sales growth, gross margins, employment costs, capital expenditures, inflation and
future economic and market conditions. Actual future results may differ from those estimates. If the carrying value of the reporting
unit's assets and liabilities, including goodwill, exceeds its fair value, impairment is recorded for the excess, not to exceed
the total amount of goodwill allocated to the reporting unit.

 As
of December 31, 2023 and December 31, 2022, we had goodwill of $ 2,000,000 and
$ 4,200,000,
respectively, presented within other long-term assets in our consolidated balance sheets, directly related to our 2022 acquisition
of the Champion Entities. During the 4 th quarter of 2023, management performed a qualitative assessment of potential goodwill
impairment and determined it was more likely than not that the fair value of its reporting unit did not exceed its carrying value.
Accordingly, we recognized goodwill impairment of $ 2,525,000
for the year ending December 31, 2023.

 As a result of our interim test, we recognized a non-cash impairment loss of $ 2,525,000. We utilized the discounted cash flow method under the income approach to estimate
the fair value of our reporting unit. Drivers of these impairment losses, by reporting unit, were as follows:

 We recognized a $ 2.525 million impairment loss in our Champion Entities reporting unit. Changes in future year margin expectations were primarily driven by sustained increases in supply chain costs, expectations for lower or static pricing to maintain a competitive positioning, and expectations for increased marketing investment, primarily in response to increased competition, as well as customer-driven investments. Changes in expectations for lower long-term net sales growth were primarily due to sustained competition and anticipated trends in consumer preferences. Our revised expectations were based on the completion of our fourth quarter results, which were below management's expectations, and the development of our operating plan in December 20 23, along with our inventory management and tracking project which was completed during the early part of October 2023. From this inventory management and tracking project it was determined that we had an over-valuation of our inventory acquired in the Champion Entities purchase. Additionally, our revised expectations were based on the development of three -year operating plan, which commenced in early 2023 and is expected to be completed in 20 24. The goodwill carrying amount of the Champion Entities reporting unit was $ 4.525 million prior to its impairment.

 The
Company will review its goodwill for impairment periodically (based on economic conditions) and determine whether impairment is to be
recognized within its consolidated statement of operations. See Note 1, Summary of Significant Accounting Policies, for more information
on the impairment testing.

 Business
Combination Consideration

 On June 29, 2022, the Company entered into a stock and membership interest purchase agreement with Champion Safe
Co., Inc., Superior Safe, LLC, Safe Guard Security Products, LLC, Champion Safe De Mexico, S.A. de C.V. (the "Champion Entities"
or "Champion") and Mr. Ray Crosby (the "Seller") (the "Champion Purchase Agreement"), pursuant to
which the Company agreed to acquire all of the issued and outstanding capital stock and membership interests of the Champion Entities
from the Seller.

 The acquisition occurred on July 29, 2022. Under the terms of the Champion Purchase Agreement, the Company paid the
Seller (i) cash consideration of approximately $ 9,150,000, along with (ii) cash deposits in the amount of $ 350,000, and (iii) reimbursed
the Seller for approximately $ 400,000 of agreed upon acquisitions and equipment purchases completed by the Seller and the Champion Entities
since June 30, 2021. In addition to the direct payments to the Seller, the Company paid certain costs on behalf of and specifically associated
with the acquisition of Champion and its integration of $ 350,000; $ 200,000 was paid to our investment banker in analyzing the acquisition
and purchase of Champion as well as $ 150,000 was paid to Champion's independent PCAOB registered accounting firm to conduct their
two years of audit and subsequent interim review reports.

 During the year ended December 31, 2023 the Company received a claim for refund or right of repayment from the Seller
of the Champion Entities with respect to the CARES Act tax credits income the Company received. The Company during the year settled the
matter with the Seller and agreed to pay an additional $ 325,000 to the Seller. This amount was not recorded as an offset against the Company's
CARES Act tax credit income but as an increase to the overall purchase price of the Champion Entities which increased our determined goodwill
value by and additional $ 325,000 at the time.

 F- 15

 Accounting for the Business Combination

 Under
the acquisition method of accounting, the acquired tangible and intangible assets and assumed liabilities are recognized based on their
estimated fair values as of the business combination closing date. Pro forma adjustments were preliminary and based on estimates of the
fair value and useful lives of the assets acquired and liabilities assumed as of December 31, 2022 which were prepared to illustrate
the estimated effect of the business combination (see Note 15 – Pro Forma Condensed Combined Financial Information (Unaudited)
to our Annual Report filed on Form 10-K).

 The
Company may recognize a negligible deferred tax benefit as a result of the acquisition. Due to the acquisition, temporary differences
between book and tax basis for intangible assets acquired may result in a deferred tax liability and increase goodwill; we
believe this to be negligible and no recording was necessary.

 The acquisition was accounted for as a business combination in accordance
with ASC 805. As such, the total purchase consideration was allocated to the assets acquired and liabilities assumed based on their fair
value as of July 29, 2022. The purchase price allocation was dependent upon certain valuation and other studies. Accordingly, the pro
forma purchase price allocation at this time is not subject to further adjustment. Due to the timing of some of our additional analyses
and the final determination of the acquired inventory and its valuation was outside of the one (1) year lookback we did not make any changes
to the purchase price allocation.

 For the year ending December 31, 2022 the following was the fair value of the assets acquired, liabilities assumed, and ensuing goodwill
identified, reconciled to the purchase price transferred:

OF ASSETS ACQUIRED AND LIABILITY ASSUMED

 Cash

 $
 -

 Accounts receivable

 1,337,130

 5,229,426

 Fixed assets

 473,326

 Deposits and other assets

 53,977

 Customer list and other intangibles**

 637,515

 Accounts payable

 ( 1,609,657
)

 Accrued expenses and other

 ( 84,297
)

 Goodwill prior to December 31, 2023

 4,525,000

 Consideration

 $
 10,562,420

 Consideration:

 Payments of cash direct to Seller

 $
 8,455,177

 Additional payments of cash to Seller during 2023

 285,000

 Amounts due on accounts payable to Seller (over the next 12 months)

 40,000

 Debt payments on behalf of Seller - guarantor

 1,442,243

 Payments to various service providers

 340,000

 $
 10,562,420

 The
Company's estimate of fair value of the net assets acquired are based on information available to us at the date of acquisition.
The Company evaluated the underlying inputs and assumptions used in its valuations on an interim periodic basis as well as at year end,
December 31, 2022 and December 31, 2023. Estimates are subject to change during measurement periods, we determined that the final measurement
period to be one year from the date of the acquisition (July 29, 2023). (**- Customer lists and other intangibles are combined with goodwill
at the end of each period and evaluated as to fair value. At December 31, 2023 and December 31, 2022, it was determined that total intangible
assets (which includes goodwill) had a fair value of $ 2.0
 million and $ 4.2
 million, respectively). As discussed in
Note 3- Inventory and Deposits the Company recorded an inventory valuation adjustment of $ 1.5 million with respect to its inventory acquired
in the Champion Entities acquisition. This inventory valuation adjustment was recognized in our consolidated statement of operations
for the year ended December 31, 2023, as well as affecting our analysis of goodwill.

OF GOODWILL AND RESERVE FOR IMPAIRMENT

 Goodwill and Reserve for Impairment:

 Goodwill as of December 31, 2022

 $
 4,200,000

 Additional amounts owed to Seller during 2023 – an increase goodwill

 325,000

 Goodwill as of December 31, 2022

 4,525,000

 Reserve for impairment as of December 31, 2022

 -

 Impairment reserve for the year ending December 31, 2023

 ( 2,525,000
)

 Goodwill as of December 31, 2023

 $
 2,000,000

 F- 16

 NOTE
9 – INCOME TAXES

 At December 31, 2023 and December 31, 2022, the Company had a net operating loss carryforward of $ 45,213,594 and $ 34,112,810, respectively,
which begins to expire in 2034.

 Components
of net deferred tax asset, including a valuation allowance, are as follows:

OF DEFERRED TAX ASSETS AND LIABILITIES

 Deferred tax asset:

 Net operating loss carryforward

 $
 9,494,850

 $
 7,163,690

 Total deferred tax asset

 9,494,850

 7,163,690

 Less: Valuation allowance

 ( 9,494,850
)

 ( 7,163,690
)

 Net deferred tax asset

 $
 -

 $
 -

 Valuation
allowance for deferred tax assets as of December 31, 2023 and December 31, 2022 was $ 9,494,850 and $ 7,163,690, respectively. In assessing
the recovery of the deferred tax asset, management considers whether it is more likely than not that some portion or the entire deferred
tax asset will not be realized. The ultimate realization of the deferred tax asset is dependent upon the generation of future taxable
income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future
deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management
determined it was more likely than not deferred tax assets will not be realized as of December 31, 2023 and December 31, 2022 and recognized
100% valuation allowance for each period.

 Reconciliation
between statutory rate and the effective tax rate for and as of December 31, 2023 and 2022:

OF EFFECTIVE INCOME TAX RATE RECONCILIATION

 Federal statutory rate

 ( 21.0
)%

 State taxes, net of federal benefit

 ( 0.00
)%

 Change in valuation allowance

 21.0
 %

 Effective tax rate

 0.0
 %

 NOTE
10 – SHARE CAPITAL

 The
Company is authorized to issue 600,000,000 shares of its $ 0.001 par value common stock and 10,000,000 shares of its $ 0.001 par value
preferred stock.

 On
June 27, 2023, the Company effectuated a reverse split of its issued and outstanding shares of common stock at a ratio of 1-for-25. Share numbers and pricing information in this Report are adjusted to reflect the reverse stock split as of December 31, 2023.

and Preferred stock

 The following transactions occurred with respect to our common stock and
preferred stock on a month-to-month basis and presentation for the years ending December 31, 2022 and December 31, 2023:

 For
the month of February 2022, the following transactions occurred: On February 3, 2022, multiple Series B Convertible Preferred
stockholders converted 201,358
shares of their Series B Convertible preferred stock to
 10,068 shares of common stock of the Company. On February 3, 2022, the Company converted two outstanding notes into 7,443
shares of common stock of the Company. On February 10, 2022, the Company received an equity investment of $ 10,500,000
to purchase 101,205
shares of the Company's common stock through a registered public offering at $ 103.75
per share.

 F- 17

 For
the month of July 2022, the following transactions occurred: On July 12, 2022, we entered into a PIPE transaction with Armistice Capital
Master Fund Ltd. for the purchase and sale of $ 12,887,976.31 of securities, consisting of (i) 20,372 shares of common stock at $ 27.75
per share, (ii) prefunded warrants (the "Prefunded Warrants") that are exercisable into 448,096 shares of common stock (the
"Prefunded Warrant Shares") at $ 27.50 per Prefunded Warrant, and (iii) immediately exercisable warrants to purchase up to
 936,937 shares of common stock at an initial exercise price of $ 21.50 per share and will expire five years from the date of issuance.

 For
the month of August 2022, the following transactions occurred: On August 22, 2022, 4,000 shares of common stock were issued in return
for services as a component of a February 2022 services agreement. During the month of August 2022, Armistice Capital Master Fund Ltd.
exercised 17,618 Prefunded Warrants. Along with the exercise notice and payment of $4,404.41, 17,618 shares of common stock were issued.

 For
the month of September 2022, the following transactions occurred: During the month of September 2022, Armistice Capital Master Fund Ltd.
exercised 107,318 Prefunded Warrants. Along with several exercise notices and payments totaling $26,829.60, 107,318 shares of common
stock were issued.

 For
the month of October 2022, the following transactions occurred: During the month of October 2022, Armistice Capital Master Fund Ltd.
exercised 323,160 Prefunded Warrants. Along with several exercise notices and payments totaling $80,790.00, 323,160 shares of common
stock were issued.

 For
the month of November 2022, the following transactions occurred: During the month of November 2022, Calvary Fund exercised 15,099 Calvary
Warrants (see Note 11 – Warrants and Options). Along with an exercise notice and payment totaling $3,774.84, 15,099 shares of common
stock were issued.

 For
the month of June 2023, the following transactions occurred: On June 27, 2023, we entered into a PIPE transaction with Armistice Capital
for the purchase and sale of $ 2,993,850.63 of securities, consisting of (i) 71,499 shares of common stock at $ 4.37 per share, (ii) prefunded
warrants (the "2023 Prefunded Warrants") that are exercisable into 615,000 shares of common stock (the " 2023 Prefunded
Warrant Shares") at $ 4.37 per Prefunded Warrant, and (iii) immediately exercisable warrants to purchase up to 686,499 shares of
common stock at an initial exercise price of $ 4.24 per share and will expire five years from the date of issuance.

 For
the month of July 2023, the following transactions occurred: Approximately 1,493,272 shares of the Company's common stock were
issued pursuant to the 100-share lot roundup caused by the reverse stock split on June 27, 2023. The Depository Trust and Clearing Corporation
(the "DTCC") which handles the clearing and settlement of virtually all broker-to-broker equity, listed corporate and municipal
bond and unit investment trust (UIT) transactions in the U.S. equities markets submitted numerous requests for share allocations. In
connection with the Company's June 27, 2023 1-for-25 reverse split DTCC made these requests. An additional 1.488 million shares
of the Company's common stock were newly issued and added to its post-reverse stock split numbers. As described in the Company's
Information Statement filed on Schedule 14C dated December 14, 2022, shareholders holding at least a "round lot" (100 shares
or more) prior to the reverse stock split shall have no less than one round lot (100 shares) after the reverse stock split.

to the PIPE transaction 71,499 shares of common stock were issued to Armistice Capital. The 2023 Prefunded Warrants held by Armistice
Capital were not exercised for the month of July.

 For
the month of August 2023, the following transactions occurred: On August 21, 2023 245,000 of the 2023 Prefunded Warrants were exercised.
Along with an exercise notice and payment totaling $2,450.00, 245,000 shares of common stock were issued.

 For
the month of September 2023, the following transactions occurred: On September 8, 2023, the Company, entered into an inducement offer
letter agreement (the "Inducement Letter") with Armistice Capital the holders of existing common stock purchase warrants
to purchase shares of common stock of the Company. The existing common stock purchase warrants were issued on July 8, 2022 and June 28,
2023 and had an exercise price of $ 4.37
 and $ 4.24,
respectively per share.

 F- 18

to the Inducement Letter, Armistice Capital agreed to exercise for cash their existing common stock purchase warrants to purchase an
aggregate of 2,988,687
 shares of the Company's common stock at
a reduced exercise price of $ 1.10
 per share in consideration for the Company's
agreement to issue new common stock purchase warrants (the "New Warrants"), to purchase up to 5,977,374
 shares of the Company's common stock (the
"New Warrant Shares"). The Company received aggregate gross proceeds of approximately $ 3,287,555.70
 from the exercise of the existing common stock
purchase warrants by Armistice Capital. Armistice Capital received 2 New Warrant for each existing common stock purchase warrant that
they exercised. No compensation or expense was recognized as the repricing of the existing common stock purchase warrants was in excess
of the current market price of the Company's common stock, and the New Warrants were not compensatory as well due to the market
conditions. The Company issued 2,988,687
 shares of the Company's common stock, of
which 2,242,000
 shares of common stock are held in reserve by
the Company's transfer agent. Armistice Capital Fund Ltd. is limited to total ownership at one time to be no more than 9.99 %
of the Company's issued and outstanding common stock. Armistice Capital took ownership and possession of 356,687
 shares of common stock (September 21 st)
and 390,000
 shares of common stock (September 12 th),
representing less than 9.99 %
ownership interest by Armistice Capital on such dates.

 On
September 8, 2023 370,000 of
the 2023 Prefunded Warrants were exercised. Along with an exercise notice and payment totaling $ 3,700.00, 370,000 shares
of common stock were issued. On September 19, 2023 the Company issued 6,391 shares
of common stock pursuant to the Company's 2021 LTIP equity plan. The shares were valued at $ 4,984.98 with
a per share value of $ 0.78 which
was the Company's common stock closing market price on the grant date and date of issuance. Under the 2021 LTIP equity plan 3,954 shares
of common stock were issued to Mr. Ross our Chief Executive Officer and 2,237 shares
of common stock were issued to Mr. Grau our President and Interim Principal Accounting Officer. Additionally, on September 19, 2023, 3,721 shares
of common stock were granted and issued to a vendor associated with our current working capital loan. The shares were valued at
$ 2,902.38 with
a per share value of $ 0.78.
On September 20, 2023, the Company issued 24,129 shares
of common stock pursuant to the Company's board compensation plan for its independent directors. The shares were valued at
$ 18,096.75 with
a per share value of $ 0.75 which
was the Company's common stock closing market price on the grant date as well as issuance date. The Company recognized
approximately $ 228,000 in
gain on settlement of debt through the issuance of 24,129 shares of common stock to its independent directors on this
date.

 Shares Reserved for Issuance Pursuant to Certain
Executive Employment Agreements

 The Company in connection with its employment
agreement with Messrs. Ross, Grau and Lambrecht reserved for issuance 62,500,000 shares of its common stock that are convertible under
the Series A preferred stock. Per Mr. Lambrecht's employment agreement entered into on November 20, 2023, the share-award grant
is to vest 1/4 th upon the signing of Mr. Lambrecht's employment, another 1/4 th on January 1, 2024, another
1/4 th on January 1, 2025 and the remaining 1/4 th on January 1, 2026. Mr. Lambrecht's employment agreement
has a term running from November 20, 2023 through December 31, 2026, a term of 37 and months. The Company for Mr. Lambrecht
recognized $ 4,612,500 as a charge for the share-award grant and recognized $ 184,500 in compensation expense for the year ending December
31, 2023 for the grants and respective earn-outs of the common stock equivalents under the employment agreement through December 31,
2023. The Company values the shares granted and earned out, as well as the additional shares granted but not earned out in accordance
with ASC 718 and employee share-awards. Market value for the Company's publicly traded stock at the time of grant for Mr. Lambrecht's shares was $ 0.369.

 Per Mr. Ross's amended employment
agreement with an effective date of November 20, 2023, the already issued or existing share-award grant is to vest 1/5 th on
January 1, 2024, another 1/5 th on January 1, 2025, 1/5 th on January 1, 2026, 1/5 th on January 1, 2027
and the remaining 1/5 th on January 1, 2028. Mr. Ross's amended employment agreement has an effective term running from
November 20, 2023 through December 31, 2026, a term of 37 and months. The Company for Mr. Ross recognized $ 8,752,500 as a charge
for the share-award grant on October 31, 2023 (the modification date) and recognized $ 466,800 in compensation expense for the year ending
December 31, 2023 for the grants and respective earn-outs of the common stock equivalents under the employment agreement through December
31, 2023. The Company values the shares granted and earned out, as well as the additional shares granted but not earned out in accordance
with ASC 718 and employee share-awards. Market value for the Company's publicly traded stock at the time of modification of the
terms of the Series A preferred stock for Mr. Ross's shares was $ 0.3501.

 Per
Mr. Grau's amended employment agreement with an effective date of November 20, 2023, the already issued or existing share-award
grant is to vest 1/5 th on January 1, 2024, another 1/5 th on January 1, 2025, 1/5 th on January 1, 2026,
1/5 th on January 1, 2027 and the remaining 1/5 th on January 1, 2028. Mr. Grau's amended employment agreement
has an effective term running from November 20, 2023 through December 31, 2026, a term of 37 and months. The Company for Mr.
Grau recognized $ 8,752,500 as a charge for the share-award grant on October 31, 2023 (the modification date) and recognized $ 466,800
in compensation expense for the year ending December 31, 2023 for the grants and respective earn-outs of the common stock equivalents
under the employment agreement through December 31, 2023. The Company values the shares granted and earned out, as well as the additional
shares granted but not earned out in accordance with ASC 718 and employee share-awards. Market value for the Company's publicly
traded stock at the time of modification of the terms of the Series A preferred stock for Mr. Grau's shares was $ 0.3501.

 F- 19

 Shares Issued as Compensation

 The Company in connection with
various consulting and advisory agreements is required to issue shares of its common stock. The value of the shares issued is
determined by the fair value of the Company's common stock that trades on the Nasdaq Capital Market. This value on the date of
grant is afforded to the Company for the recording of stock compensation to non-employees and the recognition of this expense over
the period in which the services were incurred or performed. Most of the Company's agreement for stock compensation provide
for services to have been satisfied upon the initial grant, thereby incurring the cost immediately from the grant.

 Stock-based compensation is presented in accordance with the guidance of ASC Topic 718, "Compensation –
Stock Compensation" ("ASC 718"). Under the provisions of ASC 718, the Company is required to estimate the fair value
of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately
expected to vest is recognized as expense over the requisite service periods in our statements of operations. Where the stock-based compensation
is not an award, option, warrant or other common stock equivalent, the Company values the shares based on fair value with respect to its
grant date and the price that investors may have been paying for the Company's common stock on that date in its various exempt private
placement offerings.

 Modified Terms of Series A Preferred Stock

 On October 31, 2023, the Company board
of directors approved amending and restating the certificate of designation of the Company's Series A Convertible Preferred Stock
to increase the number of shares from 100,000
 to 150,000
 and to allow for the conversion of the Series A Preferred Stock under certain circumstances and vesting requirements. On
November 20, 2023 the Company issued 25,000 shares of its Series A Preferred Stock to Mr. Lambrecht, pursuant to his employment agreement
as Chief Operating Officer. Mr. Lambrecht's shares of Series A Preferred Stock will vest in the following manner, 25% upon signing
of the employment agreement, 25% on the 1 st of January 2024, and 25% for the following two anniversaries. Messrs. Ross and
Grau who are holders of the Series A Preferred Stock will also enjoy the vesting of their shares of Series A Preferred Stock in the following
manner; 20% on the 1 st of January 2024 and 20% thereafter for the following 4 anniversaries. The Company has determined, and
appropriately recorded in its statement of operations a compensation expense associated with the conversion or convertibility of the
Series A Preferred Stock into common stock of the Company on a 500:1 basis. Based on the vesting schedule afforded to the holders
of the Series A Preferred Stock, 3,125,000 shares of common stock could be issued upon the conversion of 6,250 shares of Series A Preferred
Stock as of December 31, 2023, and immediately subsequent to December 31, 2023, another 13,125,000 shares of common stock could be issued
upon the conversion of 26,250 shares of Series A Preferred Stock on January 1, 2024. The conversion of the Series A Preferred Stock is
at the discretion of the holder unless there are special circumstances. The Company will recognize the fair value of the modified share
awards over the employment agreement period and will record any changes to that fair value in accordance with ASC 718 on a period-by-period basis as part of that compensation expense, attributable to the employee.

 New Preferred Stock Series Designation and Current Reg. A+ Offering

 On
November 3, 2023, the Company's board of directors approved the designation of a new Series C Convertible Cumulative Preferred
Stock (the "Series C Designation"). The rights, preferences, restrictions and other matters relating to the Series C Convertible
Cumulative Preferred Stock (the "Series C Preferred Stock") are as follows:

 The Series C Preferred
 Stock ranks, as to dividend rights and rights upon liquidation, dissolution, or winding up, junior to the Company's Series
 A Preferred Stock and senior to its common stock and Series B Preferred Stock. The terms of the Series C Preferred Stock do not limit
 the Company's ability to (i) incur indebtedness or (ii) issue additional equity securities that are equal or junior in rank
 to the shares of its Series C Preferred Stock as to distribution rights and rights upon liquidation, dissolution or winding up.

 F- 20

 Each share of Series C
 Preferred Stock has an initial stated value of $ 7.50, subject to appropriate adjustment in relation to certain events, such as recapitalizations,
 stock dividends, stock splits, stock combinations, reclassifications or similar events affecting the Series C Preferred Stock.

 Dividends on the Series
 C Preferred Stock are cumulative and payable quarterly in arrears to all holders of record on the applicable record date. Holders
 of Series C Preferred Stock are entitled to receive cumulative quarterly dividends at a per annum rate of 8.53 % of the stated value
 (or $ 0.16 per share per quarter based on the liquidation preference per share); provided that upon an event of default (generally
 defined as the Company's failure to pay dividends when due or to redeem shares when requested by a holder), such amount shall
 be increased to $ 0.225 per quarter, which is equivalent to the annual rate of 12 % of the $ 7.50 liquidation preference per share.
 In the Company's sole discretion, dividends may be paid in cash or in kind in the form of common stock equal to the closing
 price of common stock on the last day of the quarter. Dividends on each share begin accruing on, and are cumulative from, the date
 of issuance and regardless of whether the Board declares and pays such dividends. Dividends on shares of Series C Preferred Stock
 will continue to accrue even if any of the Company's agreements prohibit the current payment of dividends or it does not have
 earnings.

 Upon a liquidation, dissolution
 or winding up of the Company, holders of shares of Series C Preferred Stock are entitled to receive, before any payment or distribution
 is made to the holders of common stock or Series B Preferred Stock and on a junior basis with holders of Series A Preferred
 Stock, a liquidation preference equal to the stated value per share, plus accrued but unpaid dividends thereon (whether or not declared).

 The Company may redeem
 the shares of Series C Preferred Stock, in whole or in part at any time after the fifth anniversary of the initial closing of offering
 selling such shares and continuing indefinitely thereafter, at the Company's option, for cash, at $ 11.25 per share of Series
 C Preferred Stock, plus any accrued and unpaid dividends.

 Once per calendar quarter
 beginning any time after the fifth-year anniversary of date of issuance, a Holder of record of shares of Series C Preferred Stock
 may elect to cause the Company to redeem all or any portion of their shares of Series C Preferred Stock for an amount equal to $ 11.25
 per share plus any accrued and unpaid dividends, which amount may be settled by delivery of cash or shares of common stock, at the
 option of the holder. If the holder elects settlement in shares of common stock, the Company will deliver such number of shares of
 common stock equal to $ 11.25 per share of Series C Preferred Stock to be redeemed plus any accrued and unpaid dividends corresponding
 to the redeemed shares, divided by $ 2.25 per share (subject to pro rata adjustment in connection with any stock splits, stock dividends,
 or similar changes to the Company's capitalization occurring after the date of this Certificate), with any fraction rounded
 up to the next whole share of common stock. A holder making such election shall provide written notice thereof to the Company specifying
 the name and address of the holder, the number of shares to be redeemed and whether settlement shall be in cash or shares of common stock. The Company shall redeem the specified shares of Series C Preferred Stock for shares of common stock no later than ten (10)
 days, or for cash no later than 365 days, following receipt of such notice.

 The Company is not be obligated
 to redeem or repurchase shares of Series C Preferred Stock if it is restricted by applicable law or its articles of incorporation
 from making such redemption or repurchase or to the extent any such redemption or repurchase would cause or constitute a default
 under any borrowing agreements to which it or any of its subsidiaries are a party or otherwise bound. In addition, the Company has
 no obligation to redeem shares in connection with a redemption request made by a holder if it determines, as of the redemption date,
 that it does not have sufficient funds available to fund that redemption. In this regard, the Company will have complete discretion
 under the certificate of designation for the Series C Preferred Stock to determine whether it is in possession of "sufficient
 funds" to fund a redemption request. Redemptions will be limited to five percent (5%) of the total outstanding shares of Series
 C Preferred Stock per quarter. To the extent the Company is unable to complete redemptions it may have earlier agreed to make, the
 Company will complete those redemptions promptly after it becomes able to do so, with all such deferred redemptions being satisfied
 on a first come, first served, basis.

 F- 21

 The Series C Preferred
 Stock has no voting rights relative to matters submitted to a vote of the Company's stockholders (other than as required by
 law). The Company may not authorize or issue any class or series of equity securities ranking senior to the Series C Preferred Stock
 as to dividends or distributions upon liquidation (including securities convertible into or exchangeable for any such senior securities)
 or amend its articles of incorporation (whether by merger, consolidation, or otherwise) to materially and adversely change the terms
 of the Series C Preferred Stock without the affirmative vote of at least two-thirds of the votes entitled to be cast on such matter
 by holders of the Company's outstanding shares of Series C Preferred Stock, voting together as a class.

 The Company will not be
 required to redeem shares of Series C Preferred Stock at any time except as otherwise described above. Accordingly, the shares of
 Series C Preferred Stock will remain outstanding indefinitely, unless the Company decides, at its option, to exercise its call right,
 or the holder of the Series C Preferred Stock exercises their put right. The shares of Series C Preferred Stock will not be subject
 to any sinking fund.

 Each share of Series C
 Preferred Stock shall be convertible into shares of common stock at a price per share of $ 1.50 (1 share of Series C Preferred Stock
 converts into 5 shares of common stock), at the option of the holder thereof, at any time following the issuance date of such share
 of Series C Preferred Stock and on or prior to the fifth (5 th) day prior to a redemption date, if any, as may have been
 fixed in any redemption notice with respect to the shares of Series C Preferred Stock, at the Company's office or any transfer
 agent for such stock.

 The Company filed a registration statement on Form 1-A offering up to 2,666,666 shares of Series C Preferred Stock,
at an offering price of $ 7.50 per share, for a maximum offering amount of $ 19,999,995. There is a minimum initial investment amount per
investor of $ 300.00 for the Series C Preferred Stock and any additional purchases must be made in increments of at least $ 7.50 (see Note
15 – Subsequent Events).

 At
December 31, 2023 and December 31, 2022, there were 9,004,920
and 677,221
shares of common stock issued (which includes reserved for) and outstanding, respectively; and 75,143 and 75,143
shares of Series B preferred stock issued and outstanding, respectively, and 125,000
and 100,000
shares of its Series A preferred stock issued and outstanding, respectively. No
Series C preferred stock was issued or outstanding at December 31, 2023 or December 31, 2022.

 NOTE
11 – WARRANTS AND OPTIONS

 On
February 10, 2022, the Company received an equity investment of $ 10,500,000 to purchase 101,205 shares of the Company's common
stock through a registered public offering at $ 103.75 per share. Along with the issuance of the shares of common stock, the Company issued
immediately exercisable warrants to purchase up to 101,205 shares of common stock with an exercise price of $ 129.6875 per warrant and
will expire five years from the date of issuance. Commensurate with the February 10, 2022 offering the Company issued to its underwriters
immediately exercisable warrants to purchase up to 15,181 shares of common stock with an exercise price of $ 129.6875 per warrant and
will expire five years from the date of issuance.

 On
February 11, 2022, we entered into a transaction with Calvary Fund, the provider of our 2021 bridge financing for the retirement of its
debt instrument, principal and interest with a combined value of $ 1,566,659.00 through the issuance of securities, consisting of (i)
prefunded warrants (the "Calvary Warrants") that are exercisable into 15,099 shares of common stock (the "Calvary Warrant
Shares") at $ 103.75 per Calvary Warrant, and (iii) immediately exercisable warrants to purchase up to 15,099 shares of common stock
with an exercise price of $ 129.6875 per warrant and will expire five years from the date of issuance.

 On
July 12, 2022, we entered into a PIPE transaction with Armistice Capital Master Fund Ltd. for the purchase and sale of $ 12,887,976.31
of securities, consisting of (i) 20,372 shares of common stock at $ 27.75 per share, (ii) prefunded warrants (the "Prefunded Warrants")
that are exercisable into 448,096 shares of common stock (the "Prefunded Warrant Shares") at $ 27.50 per Prefunded Warrant,
and (iii) immediately exercisable warrants to purchase up to 936,937 shares of common stock with an exercise price of $ 21.50 per warrant
and will expire five years from the date of issuance.

 F- 22

 As
of December 31, 2023, no Prefunded Warrants remained issued and outstanding with respect to the July PIPE transaction. The Prefunded
Warrants were purchased in their entirety by the holders of the warrants for $ 27.50 per warrant. The Prefunded Warrants required the
payment of an additional $ 0.25 per warrant and the written notice of exercise to the Company to convert the Prefunded Warrant into one
share of common stock of the Company. During the period from July 12, 2022 through December 31, 2023, the Company received notice on
 448,096 Prefunded Warrants converting into 448,096 shares of common stock.

 Calvary
Fund exercised all of its Calvary Warrants by November 30, 2022 requiring the payment of an additional $ 0.25 per warrant and the written
notice of exercise to the Company to convert the Calvary Warrant into one share of common stock of the Company. Calvary Fund continues
to hold the 15,099 warrants exercisable at a price of $ 129.6875 per warrant.

 Along
with the Prefunded Warrants the PIPE investors were issued immediately exercisable warrants to purchase up to 936,937 shares of the Company's
common stock with an exercise price of $ 21.50 per share expiring five years from the date of issuance, or July 11, 2027. Each Prefunded
Warrant and share of common stock issued in the PIPE transaction received two warrants that were exercisable at $ 21.50 per share with
a five-year expiry. None of these warrants have been exercised by the holders.

 On
June 27, 2023, we entered into a PIPE transaction with Armistice Capital for the purchase and sale of $ 2,993,850.63 of securities, consisting
of (i) 71,499 shares of common stock at $ 4.37 per share, (ii) prefunded warrants (the "2023 Prefunded Warrants") that are
exercisable into 615,000 shares of common stock (the "2023 Prefunded Warrant Shares") at $ 4.37 per Prefunded Warrant, and
(iii) immediately exercisable warrants to purchase up to 686,499 shares of common stock at an initial exercise price of $ 4.24 per share
and will expire five years from the date of issuance. The 686,499 warrants were repriced to $ 1.10 per share as part of the Inducement
Letter and exercise terms with Armistice Capital.

 On
September 8, 2023, the Company, entered into an inducement offer letter agreement with Armistice Capital the holders of existing common
stock purchase warrants to purchase shares of common stock of the Company. The existing common stock purchase warrants were issued on
July 8, 2022 and June 28, 2023 and had an exercise price of $ 4.37 and $ 4.24, respectively per share.

to the Inducement Letter, Armistice Capital agreed to exercise for cash their existing common stock purchase warrants to purchase an
aggregate of 2,988,687
 shares of the Company's common stock at
a reduced exercise price of $ 1.10
 per share in consideration for the Company's
agreement to issue new common stock purchase warrants (the "New Warrants"), to purchase up to 5,977,374
 shares of the Company's common stock (the
"New Warrant Shares"). The Company received aggregate gross proceeds of approximately $ 3,287,555.70
 from the exercise of the existing common stock
purchase warrants by Armistice Capital. Armistice Capital received 2 New Warrant for each existing common stock purchase warrant that
they exercised. No compensation or expense was recognized as the repricing of the existing common stock purchase warrants was in excess
of the current market price of the Company's common stock, and the New Warrants were not compensatory as well due to the market
conditions. The Company issued 2,988,687
 shares of the Company's common stock, of
which 2,242,000
 shares of common stock are held in reserve by
the Company's transfer agent. Armistice Capital Fund Ltd. is limited to total ownership at one time to be no more than 9.99% of
the Company's issued and outstanding common stock. Armistice Capital took ownership and possession of 356,687
 shares of common stock (September 21 st)
and 390,000
 shares of common stock (September 12 th),
representing less than 9.99 %
ownership interest by Armistice Capital on such dates. The common stock purchase warrants that were induced into being exercised were
all held by Armistice Capital and consisted of the July 12, 2022 immediately exercisable warrants with an exercise price of $ 21.50,
the additional issuance of warrants to Armistice Capital that contractually were part of the July 12, 2022 issuance but were triggered
by the June 27, 2023 offering that occurred with Armistice Capital and resulting in an additional 1,365,251
 immediately exercisable warrants with an exercise
price of $ 21.50,
along with 686,499
 immediately exercisable warrants with an exercise
price of $ 4.24
 that were issued on June 27, 2023.

 F- 23

 On
August 21, 2023 245,000 of the 2023 Prefunded Warrants were exercised. Along with an exercise notice and payment totaling $2,450.00,
245,000 shares of common stock were issued. On September 8, 2023 370,000 of the 2023 Prefunded Warrants were exercised. Along with an
exercise notice and payment totaling $ 3,700.00, 370,000 shares of common stock were issued. A total of 615,000 2023 Prefunded Warrants
were exercised along with 746,687 warrants per the Inducement Letter.

 Along
with the Prefunded Warrants the previous year's PIPE investors were issued immediately exercisable warrants to purchase up to 936,937
shares of the Company's common stock with an exercise price of $ 21.50
per share expiring five
years from the date of issuance, or July 11, 2027. Each Prefunded Warrant and share of common stock issued in the PIPE
transaction received two warrants that were exercisable at $ 21.50
per share with a five-year expiry. None of these warrants have been exercised by the holders. These warrants were repriced to $ 1.10
per share as part of the Inducement Letter and exercise agreement by and between Armistice Capital and the Company.

 As
of December 31, 2023, there were 6,136,892 warrants issued and outstanding to acquire additional shares of common stock. As of December
31, 2022, there were 1,096,455 warrants issued and outstanding to acquire additional shares of common stock.

 The
Company evaluates outstanding warrants as derivative liabilities and will recognize any changes in the fair value through earnings. The
Company determined that the warrants have an immaterial fair value at December 31, 2023. The warrants do not trade in a highly active
securities market, and as such, the Company estimated the fair value of these common stock equivalents using Black-Scholes and the following
assumptions:

 Expected
volatility was based primarily on historical volatility. Historical volatility was computed using daily pricing observations for recent
periods. The Company believes this method produced an estimate that was representative of the Company's expectations of future
volatility over the expected term which due to their maturity period as expiry, it was three years. The Company had no reason to believe
future volatility over the expected remaining life of these common stock equivalents was likely to differ materially from historical
volatility. Expected life was based on three years due to the expiry of maturity. The risk-free rate was based on the U.S. Treasury rate
that corresponded to the expected term of the common stock equivalents.

OF FAIR VALUE MEASUREMENT

 Stock Price

 $
 0.31

 $
 4.75

 Exercise Price

 $
 1.10

 $
 21.50

 Term (expected in years)

 4.7

 4.5

 Volatility

 17.18
 %

 38.14
 %

 Annual Rate of Dividends

 0.0
 %

 0.0
 %

 Risk-Free Rate

 4.79
 %

 4.69
 %

 Measurement input

 F- 24

 Stock
Purchase Warrants

 The
following table summarizes all warrant activity for the years ended December 31, 2023 and 2022.

OF WARRANT ACTIVITY

 Shares

 Weighted-
 Average Exercise
 Price Per Share

 Remaining
 term

 Intrinsic
 value

 Outstanding and Exercisable at December 31, 2021

 28,071

 $
 220.00

 2.95 years

 -

 Granted

 116,386

 $
 129.6875

 -

 Granted in Debt Conversion

 15,099

 $
 129.6875

 Granted Prefunded Warrants

 463,195

 $
 0.25

 Granted in PIPE transaction

 936,937

 $
 21.50

 Exercised

 ( 463,195
)

 $
 0.25

 -

 -

 Expired

 ( 38
)

 -

 -

 -

 Outstanding and Exercisable at December 31, 2022

 1,096,455

 $
 30.50

 4.50 years

 -

 Granted Prefunded Warrants

 615,000

 $
 4.37

 -

 Granted in PIPE transaction

 686,499

 $
 4.24
 *

 Granted pursuant to repricing transaction

 1,365,251

 $
 1.10
 *

 4.00 years

 Granted pursuant to Inducement Agreement – New Warrants

 5,977,374

 $
 1.10

 Exercised

 ( 3,603,687
)

 $
 0.88

 -

 Expired

 -

 -

 -

 -

 Outstanding and Exercisable at December 31, 2023

 6,136,892

 $
 3.15

 4.70 years

 -

 *

to the Inducement Agreement the following warrants were repriced with an exercise price of $ 1.10
per warrant.

 NOTE
12 – LEASES AND LEASED PREMISES

 Rental
Payments under Non-cancellable Operating Leases and Equipment Leases

 The
Company through its purchase of Champion acquired several long-term (more than month-to-month) leases for two manufacturing facilities,
three office spaces, five distribution centers and five retail spaces. Four of its distribution centers also have retail operations for
which it leases its facilities. Lease terms on the various spaces' expiry from a month-to-month lease (30 days) to a long-term
lease expiring in September of 2028.

 Rent
expense for operating leases totaled approximately $ 1,214,000 and $ 502,000 for the years ended December 31, 2023, and 2022, respectively.
These amounts are included in our consolidated statement of operations in Rental expense, warehousing, outlet expense and Administrative
and other. Rental expense, warehousing, outlet expense is specific to warehousing and final manufacturing of our products.

 The
Company does not have any equipment leases whereby we finance this equipment needed for operations at competitive finance rates. New
equipment to be financed in the near term, if necessary, may not be obtainable at competitive pricing with increasing interest rates.

 Rental
equipment expense for finance leases totaled approximately none and none for the years ended December 31, 2023, and 2022, respectively.

 F- 25

 Right
of Use Assets and Lease Liabilities

 In
February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The standard requires lessees to recognize almost all leases on the
balance sheet as a Right-of-use ("ROU") asset and a lease liability and requires leases to be classified as either an operating
or a finance type lease. The standard excludes leases of intangible assets or inventory. The standard became effective for the Company
beginning January 1, 2019. The Company adopted ASC 842 using the modified retrospective approach, by applying the new standard to all
leases existing at the date of initial application. Results and disclosure requirements for reporting periods beginning after January
1, 2019, are presented under ASC 842, while prior period amounts have not been adjusted and continue to be reported in accordance with
our historical accounting under ASC 840. The Company elected the package of practical expedients permitted under the standard, which
 allowed the Company to carry forward historical lease classifications. The Company elected the practical expedient related
to treating lease and non-lease components as a single lease component for all equipment leases as well as electing a policy exclusion
permitting leases with an original lease term of less than one year to be excluded from the ROU assets and lease liabilities.

 Under
ASC 842, the Company determines if an arrangement is a lease at inception. ROU assets and liabilities are recognized at commencement
date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments
that are fixed and determinable at the time of commencement. As most of the Company's leases do not provide an implicit rate, the
Company estimated the incremental borrowing rate in determining the present value of lease payments. The ROU asset includes any
lease payments made prior to commencement and is recorded net of any lease incentives received. The Company' lease terms may include
options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options.

 On
January 1, 2019, the Company adopted ASC 842 which increases transparency and comparability by recognizing a lessee's rights and
obligations resulting from leases by recording them on the balance sheet as lease assets and lease liabilities. ASC 842 requires the
recognition of the right-of-use ("ROU") assets and related operating and finance lease liabilities on the balance sheet.
The Company adopted the new guidance using the modified retrospective approach with a cumulative-effect adjustment recorded on January
1, 2019.

 The
adoption of ASC 842 resulted in the recognition of ROU assets of $ 0 and lease liabilities for operating leases of $ 0 on the Company's
consolidated balance sheet as of January 1, 2019, with no material impact to its consolidated statements of operations. Any difference
between the ROU assets and the operating lease liability represents the reclassification of (i) deferred rent balances, resulting from
the historical operating leases, and (ii) certain accrued restructuring liabilities. The Company's accounting for finance leases
remained substantially unchanged from its accounting for capital leases for prior periods.

 The
Company elected the package of practical expedients permitted within the standard, which allow an entity to forgo reassessing (i) whether
a contract contains a lease, (ii) classification of leases, and (iii) whether capitalized costs associated with a lease meet the definition
of initial direct costs. Also, the Company elected the expedient allowing an entity to use hindsight to determine the lease term and
impairment of ROU assets and the expedient related to land easements which allows the Company not to retrospectively treat land easements
as leases; however, the Company must apply lease accounting prospectively to land easements if they meet the definition of a lease.

 For
contracts entered into on or after the effective date, at the inception of a contract the Company will assess whether the contract is,
or contains, a lease. The Company's assessment is based on: (i) whether the contract involves the use of a distinct identified
asset, (ii) whether the Company obtained the right to substantially all the economic benefit from the use of the asset throughout the
period, and (iii) whether the Company has the right to direct the use of the asset. Leases entered into prior to January 1, 2019, are
accounted for under ASC 840 and were not reassessed for classification.

 F- 26

 For
operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments. For finance
leases, the lease liability is initially measured in the same manner and date as for operating leases, and is subsequently measured at
amortized cost using the effective interest method. The Company generally uses its incremental borrowing rate as the discount rate for
leases, unless an interest rate is implicitly stated in the lease. The lease term for all of the Company's leases includes the
noncancellable period of the lease plus any additional periods covered by either an option to extend the lease that the Company is reasonably
certain to exercise, or an option to extend the lease controlled by the lessor. All ROU assets are reviewed for impairment.

 Lease
expense for operating leases consists of the lease payments plus any initial direct costs, net of lease incentives, and is recognized
on a straight-line basis over the lease term. Lease expense for finance leases consists of the amortization of the asset on a straight-line
basis over the earlier of the lease term or its useful life and interest expense determined on an amortized cost basis. The lease payments
are allocated between a reduction of the lease liability and interest expense.

 The
Company's operating leases are comprised primarily of facility leases and we have no finance leases for vehicles or equipment at
this time. The Company added approximately $1,000,000 in right-of-use lease assets offset by right-of-use lease liabilities during the
4 th quarter for the year ended December 31, 2023, this included multiple leases that were increased in size and as well as
several leases that were extended or options to extend were added in the lease terms.

 Balance
sheet information related to our leases is presented below for the years then ended:

OF BALANCE SHEET INFORMATION RELATED TO LEASES

 Balance Sheet location

 2023

 2022

 December 31,

 Balance Sheet location

 2023

 2022

 Operating leases:

 Right-of-use lease assets

 Right-of-use operating lease assets

 $
 1,946,567

 $
 1,977,329

 Right-of-use lease liability, current

 Other current liabilities

 1,039,081

 992,496

 Right-of-use lease liability, long-term

 Right-of-use operating lease liability

 907,486

 984,833

 Finance leases:

 Right-of-use lease assets

 Property, plant and equipment

 -

 -

 Right-of-use lease liability, current

 Current portion of long-term debt

 -

 -

 Right-of-use lease liability, long-term

 Long-term debt

 -

 -

 The
following provides details of the Company's lease expense:

OF LEASE EXPENSE

 2023

 2022

 Years Ended December 31,

 2023

 2022

 Operating lease expense, net

 $
 1,214,681

 $
 502,421

 Finance lease expense:

 Amortization of assets

 -

 -

 Interest on lease liabilities

 -

 -

 Total finance lease expense

 -

 -

 Operating lease expense, net

 $
 1,214,681

 $
 502,421

 F- 27

 Other
information related to leases is presented below:

OF OTHER INFORMATION RELATED TO LEASES

 2023

 2022

 Right-of-use assets acquired in exchange for operating lease obligations

 $
 1,946,567

 $
 1,977,329

 Cash Paid for Amounts Included in Measurement of Liabilities:

 Operating cash flows from finance leases

 -

 -

 Operating cash flows from operating leases

 1,101,797

 1,038,647

 Weighted Average Remaining Lease Term:

 Operating leases

 3.0 years

 3.0 years

 Finance leases

 0.0 years

 0.0 years

 Weighted Average Discount Rate:

 Operating leases

 10.00
 %

 5.00
 %

 Finance leases

 n/a
 %

 n/a
 %

 The
minimum future annual payments under non-cancellable leases during the next five years and thereafter, at rates now in force, are as
follows:

OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASE

 Finance leases

 Operating leases

 2024

 $
 -

 $
 1,239,855

 2025

 -

 407,861

 2026

 -

 291,375

 2027

 -

 258,282

 2028

 -

 194,262

 Thereafter

 -

 -

 Total future minimum lease payments, undiscounted

 -

 2,391,634

 Less: Imputed interest

 ( -
)

 ( 286,669
)

 Present value of future minimum lease payments

 $
 -

 $
 2,104,965

 Rental
expense totaled approximately $ 1,214,681 and $ 502,421 for years ended December 31, 2023 and 2022, respectively. The Company extended
several leases and increased the payments on several more in connection with its expansion, while closing several facility leases in
streamlining operations and inventory storage and warehousing.

 NOTE
13 – COMMITMENTS AND CONTINGENCIES

 Legal
Proceedings

the years ended December 31, 2023 and December 31, 2022, various claims and lawsuits, incidental to the ordinary course of our business,
may be brought against the Company. In the opinion of management, after consultation with legal counsel, resolution of any of these matters
is not expected to have a material effect on the Company's consolidated financial statements.

 Contractual
Obligations

 The
Company does not believe there are any off-balance sheet arrangements that have, or are reasonably likely to have, a material effect
on the Company. As of December 31, 2023 and December 31, 2022 there was approximately none and none, respectively, in outstanding letters
of credit issued in the normal course of business. These letters of credit would reduce our available borrowings, if we had any. During
the year ended December 31, 2023 the Company entered into a line of credit with a major financial institution. The amount due on the
line of credit as of December 31, 2023 was $ 1,456,929. The Company was in compliance with the terms and covenants of the line of credit
as of December 31, 2023.

 Executive
Employment Agreements and Independent Contractor Agreements

 The
Company has written employment agreements with various other executive officers. All payments made to its executive officers and significant
outside service providers are analyzed and determined by the board of directors' compensation committee; some payments made to
independent contractors (or officer payments characterized as non-employee compensation) may be subject to backup withholding or general
withholding of payroll taxes, may make the Company responsible for the withholding and remittance of those taxes. Generally outside service
providers are responsible for their own withholding and payment of taxes. Certain state taxing authorities may otherwise disagree with
that analysis and Company policy.

 NOTE 14 – OTHER INCOME – EMPLOYEE RETENTION
CREDIT

 The Company retained the services of a tax service
professional to provide the Company with certain specialized tax services. The services included identifying various tax initiatives as
well as specifically tasking the tax service professional in applying for and the preparation of tax filings for (tax) credits available
under the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act"). The Company received approximately $ 1,291,000
in tax credits under the CARES Act from the US Department of Treasury and paid approximately $ 178,000 in fees to the service provider,
netting the Company approximately $ 1,113,000 in credits for the retaining of its employees during COVID.

 NOTE
15 – SUBSEQUENT EVENTS

 The
Company evaluated all events that occurred after the balance sheet date of December 31, 2023 through the date the financial statements
were issued and determined that there were the following subsequent events.

 On
January 1, 2024 the Company recognized an additional 16,250,000
shares of common stock equivalents earned out on that date (based on the respective vesting that occurs on January 1, 2024) for its
three executive officers that were issued Series A preferred stock. Approximate value as of January 1, 2024 attributable to the vesting of the Series A preferred stock convertible into
common stock is $ 4,500,000. The Company will recognize that amount over the next twelve months as deferred compensation – officers
unless there is a significant change in the market value of the Company's common stock.

 F- 28

 On
January 1, 2024, the Company entered into a new loan agreement with an existing lender who was owed $ 150,000 which was due December 31,
2023. The Company repaid the lender $ 75,000 due under the prior loan and entered into new loan agreement where the Company agreed to
pay the lender the remaining $ 75,000 on or before March 31, 2024. The principal balance bears interest at 12 % per annum.

 The Company filed a registration statement
on Form 1-A offering up to 2,666,666 shares of Series C Preferred Stock, at an offering price of $ 7.50 per share, for a maximum offering
amount of $ 19,999,995. There is a minimum initial investment amount per investor of $ 300.00 for the Series C Preferred Stock and any
additional purchases must be made in increments of at least $ 7.50. The registration statement on Form 1-A became effective on March 13,
2024. As of the date of this Report the Company has not closed on any investor funds under this registration statement.

 On
March
21, 2024, the Company entered into a securities
purchase agreement with an accredited investor ("the Lender"), pursuant to which the Lender made a loan to the Company, evidenced
by a promissory note in the principal amount of $ 235,750.
A one-time interest charge or points amounting to 15 %
 (or $ 35,362)
and fees of $ 5,000
 were applied at the issuance date, resulting
in net proceeds to the Company of $ 200,000.
 Accrued,
unpaid interest and outstanding principal, subject to adjustment, is required to be paid in seven payments; the first payment shall be
in the amount of $ 162,667.20 and is due on June 30, 2024 with six (6) subsequent payments each in the amount of $ 18,074.14 due on the
30 th of each month thereafter (total repayment of $ 271,112 on or by December 31, 2023). the Company has the right to prepay
the note within one hundred eighty days at a discount of 5 %. Effective interest rate on this loan is 81.1 % with 15 points paid up front
as a fee.

 On March
21, 2023, the Company entered into a Securities Purchase Agreement with an accredited investor Lender, pursuant to which the Lender made
a loan to the Company, evidenced by a promissory note in the principal amount of $ 235,750
 (the "Note"). A one-time interest charge of 15 %
($ 35,362)
and fees of $ 5,000
 were applied on the issuance date, resulting in net loan proceeds to us of $ 200,000.
 Accrued,
unpaid interest and outstanding principal, subject to adjustment, is required to be paid in seven payments; the first payment shall be
in the amount of $ 162,667.20 and is due on June 30, 2024 with six (6) subsequent payments each in the amount of $ 18,074.14 due on the
30 th of each month thereafter (a total payback to the Lender of $ 271,112.00). the
Company has the right to prepay the Note within one hundred eighty days at a discount of 5 %. Upon the occurrence and during the continuation
of any Event of Default, the Note shall become immediately due and payable and the Company will be obligated to pay to the Lender, in
full satisfaction of its obligations, an amount equal to 150% times the sum of (w) the then outstanding principal amount of the Note
plus (x) accrued and unpaid interest on the unpaid principal amount of the Note to the date of payment plus (y) default interest, if
any, at the rate of 22 % per annum on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the Lender pursuant
to the conversion rights referenced below. Only upon an occurrence of an event of default under the Note, the Lender may convert the
outstanding unpaid principal amount of the Note into restricted shares of common stock of the Company at a discount of 25 % of the market
price. The Lender agreed to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no
warrants or other derivatives attached to this Note. the Company agreed to reserve a number of shares of common stock equal to four times
the number of shares of common stock which may be issuable upon conversion of the Note at all times.

 On
March 22, 2024, the Company entered into another Revenue Interest Purchase Agreement with an individual accredited investor, pursuant
to which the investor purchased a revenue interest from the Company for $ 100,000. As consideration for such payment, commencing on June
1, 2024 and continuing thereafter until all amounts are repurchased by the Company pursuant to the terms of the Revenue Interest Purchase
Agreement, the investor has a right to receive $ 10,000 per month from the Company generated from its operating subsidiaries (the " Revenue
Interest "). Under the Revenue Interest Purchase Agreement, the Company has an option (the " Call Option ")
to repurchase the Revenue Interest at any time upon two days advance written notice. Additionally, the investor has an option (the " Put
Option ") to terminate the Revenue Interest Purchase Agreement and to require the Company to repurchase future Revenue Interest
upon the Company consummating a public offering pursuant to Regulation A. The repurchase price to be paid by the Company will be, if
the Call Option or the Put Option is exercised (i) $ 140,000 if repurchased on or before May 31, 2024; and (ii) $ 154,000 after June 1,
2024; in each case of (i) or (ii), minus all Revenue Interest or other payments made by the Company to the investor prior to such date.
In addition, the Revenue Interest Purchase Agreement contains various representations and warranties, covenants and other obligations
and other provisions that are customary for a transaction of this nature.

 On
March 27, 2024, the Company entered into a $ 1,300,000 Business Loan and Security Agreement (the "Secured Loan") with an accredited
investor lending source (the "Lender"). Under the Secured Loan, the Company received the loan net of fees of $ 26,000. The
Company repaid two outstanding secured notes to affiliates of the Lender totaling $ 769,228, resulting in net proceeds to the Company
of $ 504,772. The Secured Loan requires 64 weekly payments of $ 26,000 each, for a total repayment of $ 1,664,000. The Secured Loan bears
interest at 22.8 % per annum. The Secured Loan is secured by all of the assets of the Company and its subsidiaries second to a first priority
lien secured the holder of the Line of Credit. Furthermore, the Company's Chief Executive Officer, provided a personal guaranty
for the Secured Loan. The Secured Loan provides for a default fee of $ 15,000 for any late payments on the weekly payments. As long as
the Secured Loan is not in default, the Company may prepay the Secured Loan pursuant to certain prepayment amounts set forth in the Secured
Loan. Further, any default by the Company allows the Lender to take necessary actions to secure its collateral and recovery of funds.

 On
April 1, 2024, the Company entered into an additional Revenue Interest Purchase Agreement with an individual accredited investor, pursuant
to which the investor purchased a revenue interest from the Company for $ 100,000. As consideration for such payment, commencing on June
1, 2024 and continuing thereafter until all amounts are repurchased by the Company pursuant to the terms of the Revenue Interest Purchase
Agreement, the investor has a right to receive $ 10,000 per month from the Company generated from its operating subsidiaries. Under the
Revenue Interest Purchase Agreement, the Company has an option to repurchase the Revenue Interest at any time upon two days advance written
notice. Additionally, the investor has an option to terminate the Revenue Interest Purchase Agreement and to require the Company to repurchase
future Revenue Interest upon the Company consummating a public offering pursuant to Regulation A. The repurchase price to be paid by
the Company will be, if the Call Option or the Put Option is exercised (i) $ 140,000 if repurchased on or before May 31, 2024; and (ii)
$ 154,000 after June 1, 2024; in each case of (i) or (ii), minus all Revenue Interest or other payments made by the Company to the investor
prior to such date. In addition, the Revenue Interest Purchase Agreement contains various representations and warranties, covenants and
other obligations and other provisions that are customary for a transaction of this nature.

 On April 9, 2024, the Company entered into an additional
Revenue Interest Purchase Agreement with an individual accredited investor, pursuant to which the investor purchased a revenue interest
from the Company for $ 100,000. As consideration for such payment, commencing on June 1, 2024 and continuing thereafter until all amounts
are repurchased by the Company pursuant to the terms of the Revenue Interest Purchase Agreement, the investor has a right to receive $ 10,000
per month from the Company generated from its operating subsidiaries. Under the Revenue Interest Purchase Agreement, the Company has an
option to repurchase the Revenue Interest at any time upon two days advance written notice. Additionally, the investor has an option to
terminate the Revenue Interest Purchase Agreement and to require the Company to repurchase future Revenue Interest upon the Company consummating
a public offering pursuant to Regulation A. The repurchase price to be paid by the Company will be, if the Call Option or the Put Option
is exercised (i) $ 140,000 if repurchased on or before May 31, 2024; and (ii) $ 154,000 after June 1, 2024; in each case of (i) or (ii),
minus all Revenue Interest or other payments made by the Company to the investor prior to such date. In addition, the Revenue Interest
Purchase Agreement contains various representations and warranties, covenants and other obligations and other provisions that are customary
for a transaction of this nature.

 On April 9, 2024, the Company entered into an additional
Revenue Interest Purchase Agreement with an individual accredited investor, pursuant to which the investor purchased a revenue interest
from the Company for $ 300,000. As consideration for such payment, commencing on June 1, 2024 and continuing thereafter until all amounts
are repurchased by the Company pursuant to the terms of the Revenue Interest Purchase Agreement, the investor has a right to receive $ 30,000
per month from the Company generated from its operating subsidiaries. Under the Revenue Interest Purchase Agreement, the Company has an
option to repurchase the Revenue Interest at any time upon two days advance written notice. Additionally, the investor has an option to
terminate the Revenue Interest Purchase Agreement and to require the Company to repurchase future Revenue Interest upon the Company consummating
a public offering pursuant to Regulation A. The repurchase price to be paid by the Company will be, if the Call Option or the Put Option
is exercised (i) $ 420,000 if repurchased on or before May 31, 2024; and (ii) $ 462,000 after June 1, 2024; in each case of (i) or (ii),
minus all Revenue Interest or other payments made by the Company to the investor prior to such date. In addition, the Revenue Interest
Purchase Agreement contains various representations and warranties, covenants and other obligations and other provisions that are customary
for a transaction of this nature.

 On April 9, 2024, the Company entered into an additional
Revenue Interest Purchase Agreement with an individual accredited investor, pursuant to which the investor purchased a revenue interest
from the Company for $ 75,000. As consideration for such payment, commencing on June 1, 2024 and continuing thereafter until all amounts
are repurchased by the Company pursuant to the terms of the Revenue Interest Purchase Agreement, the investor has a right to receive $ 7,500
per month from the Company generated from its operating subsidiaries. Under the Revenue Interest Purchase Agreement, the Company has an
option to repurchase the Revenue Interest at any time upon two days advance written notice. Additionally, the investor has an option to
terminate the Revenue Interest Purchase Agreement and to require the Company to repurchase future Revenue Interest upon the Company consummating
a public offering pursuant to Regulation A. The repurchase price to be paid by the Company will be, if the Call Option or the Put Option
is exercised (i) $ 105,000 if repurchased on or before May 31, 2024; and (ii) $ 115,500 after June 1, 2024; in each case of (i) or (ii),
minus all Revenue Interest or other payments made by the Company to the investor prior to such date. In addition, the Revenue Interest
Purchase Agreement contains various representations and warranties, covenants and other obligations and other provisions that are customary
for a transaction of this nature.

 F- 29

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 We
have had no disagreements with accountants on accounting and financial disclosure.

 ITEM
9A. CONTROLS AND PROCEDURES

 Evaluation
of Disclosure Controls and Procedures

 The
Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's
Exchange Act reports is recorded, processed, summarized and reported within the time communicated to the Company's management,
including its Chief Executive Officer and Interim Principal Accounting Officer, as appropriate, to allow timely decisions regarding required
disclosure based closely on the definition of "disclosure controls and procedures" in Rule 13a-15(e). The Company's
disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching the Company's desired disclosure
control objectives. In designing periods specified in the SEC's rules and forms, and that such information is accumulated and evaluating
the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated,
can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its
judgment in evaluating the cost-benefit relationship of possible controls and procedures. The Company's certifying officers, Principal
Executive Officer, and Interim Principal Financial Officer have concluded that the Company's disclosure controls and procedures
are effective in reaching that level of assurance.

 Our
Chief Executive Officer, Charles A. Ross, Jr., and our Interim Principal Accounting Officer, Doug E. Grau evaluated the
effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the
period covered by this Annual Report. Based on the evaluation, Messrs. Ross and Grau concluded that our disclosure controls and
procedures are effective in timely alerting them to material information relating to us required to be included in our periodic SEC
filings.

 Management's
Annual Report on Internal Control over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f)
under the Exchange Act). Management conducted an evaluation of the effectiveness of our internal control over financial reporting based
on the criteria set forth in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission ("COSO"). Based on this evaluation, management has concluded that our internal control over financial
reporting was effective as of December 31, 2023.

 This
Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial
reporting. As we are a non-accelerated filer, management's report is not subject to attestation by our registered public accounting
firm.

 This
Annual Report shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities
of that section, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless
of any general incorporation language in such filing.

 Limitations
on the Effectiveness of Controls

 Management
has confidence in its internal controls and procedures. The Company's management believes that a control system, no matter how
well designed and operated can provide only reasonable assurance and cannot provide absolute assurance that the objectives of the internal
control system are met, and no evaluation of internal controls can provide absolute assurance that all control issues and instances of
fraud, if any, within a company have been detected. Further, the design of an internal control system must reflect the fact that there
are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitation
in all internal control systems, no evaluation of controls can provide absolute assurance that all control issuers and instances of fraud,
if any, within the Company have been detected.

 Changes
in Internal Controls

 There
were no changes in the Company's internal controls over financial reporting that occurred during the quarter ended December 31,
2023 that have materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

 Internal
control systems, no matter how well designed and operated, have inherent limitations. Therefore, even a system which is determined to
be effective cannot provide absolute assurance that all control issues have been detected or prevented. Our systems of internal controls
are designed to provide reasonable assurance with respect to financial statement preparation and presentation.

 ITEM
9B. OTHER INFORMATION

 Effective
April 12, 2024, the Company completed the negotiations and modification of several debt instruments.

 Revenue Interest Purchase Agreements

 On March
22, 2024, the Company entered into a Revenue Interest Purchase Agreement (the " Revenue Interest Purchase Agreement ")
with an individual accredited investor, pursuant to which the investor purchased a revenue interest from the Company for $100,000. As
consideration for such payment, commencing on June 1, 2024 and continuing thereafter until all amounts are repurchased by the Company
pursuant to the terms of the Revenue Interest Purchase Agreement, the investor has a right to receive $10,000 per month from the Company
generated from its operating subsidiaries (the " Revenue Interest "). Under the Revenue Interest Purchase Agreement,
the Company has an option (the " Call Option ") to repurchase the Revenue Interest at any time upon two days advance
written notice. Additionally, the Purchasers have an option (the " Put Option ") to terminate the Revenue Interest Purchase
Agreement and to require the Company to repurchase future Revenue Interest upon the Company consummating a public offering pursuant to
Regulation A. The repurchase price to be paid by the Company will be, if the Call Option or the Put Option is exercised (i) $140,000 if
repurchased on or before May 31, 2024; and (ii) $154,000 after June 1, 2024; in each case of (i) or (ii), minus all Revenue Interest or
other payments made by the Company to the investor prior to such date. The foregoing description of the material terms of the Revenue
Interest Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the
Revenue Interest Purchase Agreement, a copy of which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed on March 27, 2024.

 On
April 1, 2024, the Company entered into an additional Revenue Interest Purchase Agreement with an individual accredited investor, pursuant
to which the investor purchased a revenue interest from the Company for $100,000. As consideration for such payment, commencing on June
1, 2024 and continuing thereafter until all amounts are repurchased by the Company pursuant to the terms of the Revenue Interest Purchase
Agreement, the investor has a right to receive $10,000 per month from the Company generated from its operating subsidiaries. Under the
Revenue Interest Purchase Agreement, the Company has an option to repurchase the Revenue Interest at any time upon two days advance written
notice. Additionally, the Purchasers have an option to terminate the Revenue Interest Purchase Agreement and to require the Company to
repurchase future Revenue Interest upon the Company consummating a public offering pursuant to Regulation A. The repurchase price to be
paid by the Company will be, if the Call Option or the Put Option is exercised (i) $140,000 if repurchased on or before May 31, 2024;
and (ii) $154,000 after June 1, 2024; in each case of (i) or (ii), minus all Revenue Interest or other payments made by the Company to
the investor prior to such date. The foregoing description of the material terms of the Revenue Interest Purchase Agreement does not purport
to be complete and is qualified in its entirety by reference to the complete text of the Revenue Interest Purchase Agreement, a copy of
which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed on April 3, 2024.

 On April 9, 2024, the Company
entered into an additional Revenue Interest Purchase Agreement with an individual accredited investor, pursuant to which the investor
purchased a revenue interest from the Company for $100,000. As consideration for such payment, commencing on June 1, 2024 and continuing
thereafter until all amounts are repurchased by the Company pursuant to the terms of the Revenue Interest Purchase Agreement, the investor
has a right to receive $10,000 per month from the Company generated from its operating subsidiaries. Under the Revenue Interest Purchase
Agreement, the Company has an option to repurchase the Revenue Interest at any time upon two days advance written notice. Additionally,
the investor has an option to terminate the Revenue Interest Purchase Agreement and to require the Company to repurchase future Revenue
Interest upon the Company consummating a public offering pursuant to Regulation A. The repurchase price to be paid by the Company will
be, if the Call Option or the Put Option is exercised (i) $140,000 if repurchased on or before May 31, 2024; and (ii) $154,000 after June
1, 2024; in each case of (i) or (ii), minus all Revenue Interest or other payments made by the Company to the investor prior to such date.
The foregoing description of the material terms of the Revenue Interest Purchase Agreement does not purport to be complete and is qualified
in its entirety by reference to the complete text of the Revenue Interest Purchase Agreement, a copy of which is attached to this Annual
Report on Form 10-K as Exhibit 10.21.

 On April 9, 2024, the Company
entered into an additional Revenue Interest Purchase Agreement with an individual accredited investor, pursuant to which the investor
purchased a revenue interest from the Company for $300,000. As consideration for such payment, commencing on June 1, 2024 and continuing
thereafter until all amounts are repurchased by the Company pursuant to the terms of the Revenue Interest Purchase Agreement, the investor
has a right to receive $30,000 per month from the Company generated from its operating subsidiaries. Under the Revenue Interest Purchase
Agreement, the Company has an option to repurchase the Revenue Interest at any time upon two days advance written notice. Additionally,
the investor has an option to terminate the Revenue Interest Purchase Agreement and to require the Company to repurchase future Revenue
Interest upon the Company consummating a public offering pursuant to Regulation A. The repurchase price to be paid by the Company will
be, if the Call Option or the Put Option is exercised (i) $420,000 if repurchased on or before May 31, 2024; and (ii) $462,000 after June
1, 2024; in each case of (i) or (ii), minus all Revenue Interest or other payments made by the Company to the investor prior to such date.
The foregoing description of the material terms of the Revenue Interest Purchase Agreement does not purport to be complete and is qualified
in its entirety by reference to the complete text of the Revenue Interest Purchase Agreement, a copy of which is attached to this Annual
Report on Form 10-K as Exhibit 10.22.

 On April 9, 2024, the Company
entered into an additional Revenue Interest Purchase Agreement with an individual accredited investor, pursuant to which the investor
purchased a revenue interest from the Company for $75,000. As consideration for such payment, commencing on June 1, 2024 and continuing
thereafter until all amounts are repurchased by the Company pursuant to the terms of the Revenue Interest Purchase Agreement, the investor
has a right to receive $7,500 per month from the Company generated from its operating subsidiaries. Under the Revenue Interest Purchase
Agreement, the Company has an option to repurchase the Revenue Interest at any time upon two days advance written notice. Additionally,
the investor has an option to terminate the Revenue Interest Purchase Agreement and to require the Company to repurchase future Revenue
Interest upon the Company consummating a public offering pursuant to Regulation A. The repurchase price to be paid by the Company will
be, if the Call Option or the Put Option is exercised (i) $105,000 if repurchased on or before May 31, 2024; and (ii) $115,500 after June
1, 2024; in each case of (i) or (ii), minus all Revenue Interest or other payments made by the Company to the investor prior to such date.
The foregoing description of the material terms of the Revenue Interest Purchase Agreement does not purport to be complete and is qualified
in its entirety by reference to the complete text of the Revenue Interest Purchase Agreement, a copy of which is attached to this Annual
Report on Form 10-K as Exhibit 10.23.

 In addition,
the Revenue Interest Purchase Agreements contain various representations and warranties, covenants and other obligations and other provisions
that are customary for transactions of this nature.

 Secured
Loan Agreement

 On March 27, 2024, the Company
entered into a $1,300,000 Business Loan and Security Agreement (the "Secured Loan") with an accredited investor lending source
(the "Lender"). Under the Secured Loan, the Company received the loan net of fees of $26,000. The Company repaid two outstanding
secured notes to affiliates of the Lender totaling $769,228, resulting in net proceeds to the Company of $504,772. The Secured Loan requires
64 weekly payments of $26,000 each, for a total repayment of $1,664,000. The Secured Loan bears interest at 22.8% per annum. The Secured
Loan is secured by all of the assets of the Company and its subsidiaries second to a first priority lien secured the holder of the Line
of Credit. Furthermore, the Company's Chief Executive Officer, provided a personal guaranty for the Secured Loan. The Secured Loan
provides for a default fee of $15,000 for any late payments on the weekly payments. As long as the Secured Loan is not in default, the
Company may prepay the Secured Loan pursuant to certain prepayment amounts set forth in the Secured Loan. Further, any default by the
Company allows the Lender to take necessary actions to secure its collateral and recovery of funds.

 The foregoing description of the
Secured Loan does not purport to be complete and is qualified in its entirety by reference to the full text of the Secured Loan, which
was attached as Exhibit 4.1 to the Current Report on Form 8-K filed on April 3, 2024.

 From time to time, we expect certain of our executive officers and directors will in the future, enter into, amend or terminate written
trading arrangements pursuant to Rule 10b5-1 of the Securities and Exchange Act or otherwise.

 For
the quarter ended December 31, 2023, none of our officers or directors adopted or terminated any contract, instruction
or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)
under the Exchange Act and/or any "non-Rule 10b5-1 trading arrangement," as defined in Item 408 of Regulation S-K.

 ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 Not
Applicable.

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Directors
and Executive Officers

 The
following table sets forth certain information regarding the executive officers and directors of American Rebel Holdings, Inc. as of
December 31, 2023.

 All
directors of the Company hold office until the next annual meeting of the security holders or until their successors have been elected
and qualified. Officers of the Company are appointed by our Board and hold office until their death, resignation or removal from office.
Our directors and executive officers, their ages, positions held, and duration as such, are as follows:

 Name

 Positions
 Held with the Company

 Age

 Date
 First Elected

 or Appointed

 Executive Officers

 Chief Executive Officer, Executive Chairman and Director (Principal Executive
 Officer)

 June 9, 2016

 Doug E. Grau

 President, Interim Principal Accounting Officer

 February 12, 2020

 Corey Lambrecht

 Chief
 Operating Officer and Director

 February 12, 2020

 Non-Employee Directors

 Michael Dean Smith

 February 8, 2022

 C. Stephen Cochennet

 May 9, 2023

 Larry Sinks

 November 20, 2023

 Executive
Officers

 Charles
A. Ross, Jr., Chief Executive Officer, Executive Chairman and Director

 Mr.
Ross is currently the Company's Chief Executive Officer, Executive Chairman and a Director. He has held these positions since June 20, 2016. He is responsible for all
duties required of a corporate officer and the development of the business. From December, 2014 through April, 2021, Mr. Ross served
as the sole officer and as a director of American Rebel, Inc. He now currently serves as its Secretary, Treasurer and as a director.
American Rebel, Inc. has developed a product line of concealed carry products. Prior to American Rebel, Inc. Mr. Ross founded several
companies including Digital Ally, Inc. (a Nasdaq listed company, NASDAQ: DGLY), which he established in 2004. In addition to his entrepreneurial
accomplishments, Mr. Ross served as the host of his own television sporting show, Maximum Archery World Tour, where he bow hunted
all over the world which included traditional bow hunts and bow hunting of the world's most dangerous game. Maximum Archery
World Tour evolved into his new television show, American Rebel, which features Mr. Ross's music, patriotism, his support
of the 2 nd Amendment and celebrates the "American Rebel Spirit" in all of us. Mr. Ross professionally released
three compact disks ("CDs") and his popular song "American Rebel" has become the theme song for American Rebel
and other American Rebel theme properties.

 Doug
E. Grau, President, Interim Principal Accounting Officer

 Mr.
Grau is currently our President and Interim Principal Accounting Officer. Mr. Grau served as a director from February, 2020 through
November, 2023. From 2014 through the present, he has served as a director of American Rebel, Inc. Mr. Grau has produced three
musical CDs for Andy Ross, the musician, and has worked with Andy Ross, the musician and the business executive in various
capacities for more than thirteen years. Mr. Grau worked as an executive at Warner Bros. Records Nashville (nka Warners Records) for
more than fifteen years, developing the unique talents of Travis Tritt, Little Texas, David Ball, Jeff Foxworthy, Bill Engvall,
Larry the Cable Guy, Ron White, and various others. Mr. Grau graduated from Belmont University in Nashville in 1985 with a
Bachelor's of Arts ("B.A.") degree in Business Administration.

 Corey
Lambrecht, Chief Operating Officer and Director

 Mr.
Lambrecht has served as a director since February, 2020 and was recently appointed as our Chief Operating Officer in November, 2023.
Mr. Lambrecht is a 20+ year public company executive with broad experience in strategic acquisitions, corporate turnarounds, new business
development, pioneering consumer products, corporate licensing, interactive technology services in addition to holding various public
company executive roles with responsibilities including day-to-day business operations, management, capital raising, board communication
as well as investor relations. He is a Certified Director from the UCLA Anderson Graduate School of Management accredited Directors program.
From 2007 through 2023 he was an independent director of Orbital Infrastructure Group, Inc., a former Nasdaq listed company. Mr. Lambrecht
served on the Board of HippoFi, Inc. (OTC: ORHB) from July 2016 through December 2019. On January, 2020, Mr. Lambrecht was appointed
to serve as the Chief Financial Officer of Singlepoint Inc. (CBOE: SING) which he currently serves in as well
as his roles with the Company. Mr. Lambrecht previously served as a board member for Lifestyle Wireless, Inc. which, in 2012 merged with
Singlepoint. In December 2011 he joined the board of directors of Guardian 8 Holdings, a leading non-lethal security product company,
serving in this role until early 2016. He most recently served as the President and Chief Operating Officer of Earth911 Inc., a subsidiary
of Infinity Resources Holdings Company (an OTCMarkets listed company, OTC: IRHC) from January 2010 through July 2013.

 Non-Employee
Directors

 Michael
Dean Smith, Director

 Mr.
Smith has served as a director since February, 2022. Since 2017, Mr. Smith has been a Vice President of Industrial Maintenance, Inc.
a business organization that encompasses a full-circle approach to the manufacturing industry. From 1997 through 2017, Mr. Smith served
in various executive and managerial roles with Payless, Inc. (fka Payless ShoeSource). Mr. Smith holds a Bachelor's of Science
("B.S."). in Business Administration and Accounting from the University of Kansas, and a Masters of Business Administration
("MBA") from Washburn University.

 C.
Stephen Cochennet, Director

 Mr.
Cochennet has served as a director since April, 2023. Mr. Cochennet has served as Chief Executive Officer and President, of Kansas Resource
Development Company, a private oil and gas exploration business since 2011. In addition, from 2018 through 2023, Mr. Cochennet served
as an independent board and committee member of Orbital Infrastructure Group, Inc., a former Nasdaq listed company. From 2011 through
2015 Mr. Cochennet served as the Chief Executive Officer and President of Guardian 8 Corporation. From 2005 to 2010, Mr. Cochennet was
the Chairman, President, and Chief Executive Officer of EnerJex Resources, Inc., a former publicly traded Commission registered Oil and
Gas Company. Prior to joining EnerJex, Mr. Cochennet was President of CSC Group, LLC in which he supported Fortune 500 corporations,
international companies, and natural gas/electric utilities as well as startup organizations. Services provided included strategic planning,
capital formation, corporate development, executive networking and complex transaction structuring. From 1985 to 2002, Mr. Cochennet
held several executive roles with UtiliCorp United Inc. ("Aquila") located in Kansas City, Missouri. Responsibilities included
finance, administration, operations, human resources, corporate development, natural gas/energy marketing, and managing several new startup
operations. Prior to Aquila Mr. Cochennet served 6 years with the Federal Reserve managing problematic and failed banking institutions
primarily within the oil and gas markets. Mr. Cochennet graduated from the University of Nebraska with a B.A. in Finance and Economics.

 Larry
Sinks, Director

 Mr.
Sinks has served as a director since November, 2023. Since 2005, Mr. Sinks has been in the screen printing and embroidering business
on a freelance basis. Since 2016, Mr. Sinks has been a consultant for Team Image Marketing, a company specializing in high-end corrugated
grocery store displays and consulting services. From 2021 through the present, Mr. Sinks has been consulting for Champion Building Solutions,
a private company located in Kansas City, Missouri specializing in general remodeling of residential homes. Mr. Sinks' passion
is in motorsports and professional networking in the auto racing business. Mr. Sinks was instrumental in introducing us to Tony Stewart
Racing Nitro, LLC ("Tony Stewart Racing") which led to the Company sponsoring the team and providing the necessary support
for the Dodge Charger SRT Hellcat of four-time NHRA Funny Car world champion Matt Hagan.

 CORPORATE
GOVERNANCE

 Concurrent
with our February 2022 public offering and uplisting to Nasdaq Capital Markets, we made significant corporate governance changes, which are set forth below. All three
independent directors (Larry Sinks, Michael Dean Smith and C. Stephen Cochennet) have maintained their respective roles as members
of the board of directors for the year ended December 31, 2023 and through the date of this Annual Report.

Independence

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

 Board
Committees

 Our Board has established the following four standing committees: an audit committee; a compensation committee; a nominating and governance
committee; and mergers and acquisitions committee. Our board of directors has adopted written charters for each of these committees. Copies
of their charters are available on our website. Our board of directors may establish other committees as it deems necessary or appropriate
from time to time.

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

 Name

 Audit

 Nominating
 and Corporate Governance

 Mergers and Acquisitions

 Independent

 X

 Corey Lambrecht

 Michael Dean Smith

 X

 X

 X

 X

 C. Stephen Cochennet

 X

 X

 X

 X

 X

 Larry Sinks

 X

 X

 X

 X

 X

 Audit
Committee

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

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

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

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

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

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

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

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

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

 reviewing and approving
 related-person transactions.

 Our
audit committee consists of C. Stephen Cochennet, Michael Dean Smith and Larry Sinks. Mr. Cochennet serves as the chairman of the committee.
Our board of directors has affirmatively determined that each of the members; C. Stephen Cochennet, Michael Dean Smith and Larry Sinks
qualify as an "audit committee financial expert," as defined by Item 407(d)(5) of Regulation S-K.

 Our
board of directors has affirmatively determined that each of the members; C. Stephen Cochennet, Michael Dean Smith and Larry Sinks meet
the definition of an "independent director" for purposes of serving on the audit committee under Rule 10A-3 of the Exchange
Act and the Nasdaq Capital Market rules and requirements.

Committee

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

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

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

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

 appointing and overseeing
 any compensation consultants or advisors.

 Our
compensation committee consists of C. Stephen Cochennet, Michael Dean Smith and Larry Sinks. Larry Sinks serves as the chairman of the
committee. In determining that each of the members; C. Stephen Cochennet, Michael Dean Smith and Larry Sinks qualify as an "independent
director" pursuant to Rule 10A-3 of the Exchange Act, the board of directors considered all factors required by Rule 5605(d)(2)(A)
and any and all other applicable regulations or rules promulgated by the SEC and the Nasdaq Capital Market rules relating to the compensation
committee composition.

 Mergers
and Acquisitions Committee

 Our
board of directors has established the mergers and acquisitions committee for the purpose of assisting the board in identifying and analyzing
potential mergers or acquisitions for the Company. Our mergers and acquisitions committee consists of Charles A. Ross, Jr., C. Stephen
Cochennet, and Larry Sinks. Mr. Sinks serves as the chairman of the committee.

 Nominating
and Corporate Governance Committee

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

 Board
Leadership Structure

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

 In
June 2016, Mr. Ross was appointed as Chief Executive Officer and became Executive Chairman of the board of directors. Under our current
Board leadership structure, the Chief Executive Officer is responsible for the day-to-day leadership and performance of the Company.
Mr. Grau, our President and Interim Principal Accounting Officer, focuses on the allocation of resources and the financial reporting
and operational and internal controls necessary to provide accurate and timely financials for which the Audit Committee, chaired by Mr.
Cochennet, has oversight over.

 Risk
Oversight

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

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

 Code
of Business Conduct and Ethics

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

 Family
Relationships

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

 Involvement
in Certain Legal Proceedings

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

 Board
Diversity

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

 Board Diversity Matrix (As of December 31, 2023)

 Total Number of Directors

 Female

 Male

 Non-Binary

 Did Not
Disclose Gender

 Part I: Gender Identity

 Directors

 -

 -

 -

 Part II: Demographic Background

 African American or Black

 -

 -

 -

 -

 Alaskan Native or Native American

 -

 -

 -

 -

 Asian

 -

 -

 -

 -

 Hispanic or Latinx

 -

 -

 -

 -

 Native Hawaiian or Pacific Islander

 -

 -

 -

 White

 -

 -

 -

 Two or More Ethnicities

 -

 -

 -

 LGBTQ+

 -

 Did Not Disclose Demographic Background

 -

 Communication
with our Board

 Although
the Company does not have a formal policy regarding communications with the Board, stockholders may communicate with the Board by writing
to us at American Rebel Holdings, Inc., at 909 18th Avenue South, Suite A, Nashville, TN, 37212, Attention: Corporate Secretary. Stockholders
who would like their submission directed to a member of the Board may so specify, and the communication will be forwarded, as appropriate.

 Nominations
to the Board of Directors

 Our
directors take a critical role in guiding our strategic direction and oversee the management of the Company. Board candidates are considered
based upon various criteria, such as their broad-based business and professional skills and experiences, a global business and social
perspective, concern for the long-term interests of the stockholders, diversity, and personal integrity and judgment.

 In
addition, directors must have the time available to devote to Board activities and to enhance their knowledge in the growing of our business.
Accordingly, we have sought to attract and retain highly qualified independent directors who have the sufficient time to attend to their
substantial duties and responsibilities to the Company.

Nominations

 As
of December 31, 2023, we did not make any material changes to the procedures by which our stockholders may recommend nominees to our
Board. In January of 2024, the Company and its stockholders approved the election and continuation of the then current board members
until the next annual stockholders meeting. In April of 2023, Mr. Yonika resigned as a member of the board of directors and its committees.
In May of 2023, this vacancy on the board of directors was filled by the appointment of C. Stephen Cochennet as a member of the Board
and its committees. In November of 2023, Mr. Grau resigned as a member of the board of directors and this vacancy was filled by the
appointment of Larry Sinks as a member of the Board and its committees.

Committee Interlocks and Insider Participation

 No
interlocking relationship exists between our Board and the board of directors or the compensation committee of any other company, nor
has any interlocking relationship existed in the past.

 ITEM
11. EXECUTIVE COMPENSATION

 General
Philosophy

2022 and 2023, the compensation committee of the board of directors was solely responsible for establishing and administering our executive
and director compensation plans.

 Executive

 The
following table sets forth the compensation we paid to our current executive officer(s) during the fiscal years ended December 31, 2023
and 2022, respectively:

 SUMMARY COMPENSATION TABLE

 Name and

 Salary

 Bonus

 Stock Awards

 All Other Compensation

 Total

 principal position

 Year

 ($)

 ($)

 ($)

 ($)

 ($)

 (a)

 (b)

 (c)

 (d)

 (e)

 (i)

 (j)

 Charles A. Ross, Jr. (1)

 2023

 228,667

 90,000

 8,765,097
 (2)

 -

 9,117,597

 Chief Executive Officer

 2022

 200,000

 481,400

 20,766
 (3)

 -

 702,166

 Doug E. Grau (4)

 2023

 124,456

 60,000

 8,760,898
 (5)

 -

 8,998,398

 President

 2022

 120,000

 293,381

 11,182
 (6)

 -

 424,563

 Corey Lambrecht (7)

 2023

 10,000

 -

 4,612,500
 (8)

 -

 4,622,500

 Chief Operating Officer

 2022

 -

 -

 -

 -

 -

 (1)

 On
 January 1, 2021, the Company entered into a five-year employment agreement with Mr. Ross, with a base annual salary of $180,000. In 2023 the employment agreement was amended to extend the termination date to December 31, 2026 and increase Mr. Ross' salary
to $325,000 per year.

 (2)

 value of 40,634 shares of common stock authorized for issuance on December 30, 2023 pursuant to the LTIP. In addition, deemed value
 of the Equity Awards materially modified during the fiscal year Ending December 31, 2023 of previously issued 50,000 shares of Series
 A preferred stock; the Series A preferred stock had its rights modified on October 31, 2023 allowing for the conversion into 25,000,000
 common stock equivalent shares. We initially have recognized $8,752,500 as a charge due to the modification of the share-award grant
 on October 31, 2023 (the modification date). We valued the shares granted and earned out, as well as the additional shares granted
 but not earned out in accordance with ASC 718 and employee share-awards. Market value for our publicly traded stock at the time of
 modification of the terms of the Series A preferred stock for Mr. Ross's shares was $0.3501. We believe that Mr. Ross will
 have performed all of the necessary performance measures of his employment, thereby placing none of the Series A preferred stock
 and its common stock equivalents at risk of forfeiture.

 (3)

 value of 4,154 shares of common stock authorized for issuance on December 27, 2022 pursuant to the LTIP. The shares of common stock
 were issued on September 19, 2023, of the 4,154 shares of common stock Mr. Ross gifted 200 shares to a family member. The Company
 recorded $3,240 in compensation expense for the share award (which includes the 200 shares) as fair value of the common stock on
 the date of issuance was $0.78 per share.

 (4)

 On
 January 1, 2021, the Company entered into a five-year employment agreement with Mr. Grau, with a base annual salary of $120,000. In 2023 the employment agreement was amended to extend the termination date to December 31, 2026 and increase Mr. Grau's salary
to $265,000 per year.

 (5)

 value of 27,089 shares of common stock authorized for issuance on December 30, 2023 pursuant to the LTIP. In addition, deemed value
 of the Equity Awards materially modified during the fiscal year Ending December 31, 2023 of previously issued 50,000 shares of Series
 A preferred stock; the Series A preferred stock had its rights modified on October 31, 2023 allowing for the conversion into 25,000,000
 common stock equivalent shares. We initially have recognized $8,752,500 as a charge due to the modification of the share-award grant
 on October 31, 2023 (the modification date). We valued the shares granted and earned out, as well as the additional shares granted
 but not earned out in accordance with ASC 718 and employee share-awards. Market value for our publicly traded stock at the time of
 modification of the terms of the Series A preferred stock for Mr. Grau's shares was $0.3501. We believe that Mr. Grau will
 have performed all of the necessary performance measures of his employment, thereby placing none of the Series A preferred stock
 and its common stock equivalents at risk of forfeiture.

 (6)

 value of 2,236 shares of common stock authorized for issuance on December 27, 2022 pursuant to the LTIP. The shares of common stock
 were issued on September 19, 2023. The Company recorded $1,744 in compensation expense for the share award as fair value of the common
 stock on the date of issuance was $0.78 per share.

 (7)

 On November 20, 2023, the Company entered into a three-year employment agreement with Mr. Lambrecht, with an annual base salary of $260,000.
Prior to becoming an executive officer, Mr. Lambrecht served as the Company's lead independent director and was compensated as set
forth below under Director Compensation.

 (8)

 value of the 25,000 shares of Series A preferred stock convertible into 12,500,000 common stock equivalent shares issued to Mr. Lambrecht
 on November 20, 2023. We initially recognized $4,612,500 as a charge for the share-award grant. We valued the shares granted and
 earned out, as well as the additional shares granted but not earned out in accordance with ASC 718 and employee share-awards. Market
 value for our publicly traded stock at the time of grant for Mr. Lambrecht's shares was $0.369. We believe that Mr. Lambrecht will
 have performed all of the necessary performance measures of his employment, thereby placing none of the Series A preferred stock
 and its common stock equivalents at risk of forfeiture.

 Employment
Agreements

 Effective
January 1, 2021, the Company entered into employment agreements with Charles A. Ross, Jr., its Chief Executive Officer, and Doug E. Grau,
its President. These agreements were amended in April of 2021 and November of 2023. On November 20, 2023, the Company entered into an
employment agreement with Corey Lambrecht, its Chief Operating Officer.

 Charles
A. Ross, Jr. Employment Agreement and Amendments

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

 The
term of Mr. Ross' employment agreement, as amended, runs from January 1, 2021 until December 31, 2026.

 Mr.
Ross' employment agreement provides for an initial annual base salary of $180,000, which may be adjusted by the Board of the Company.
As of the date of this Annual Report Mr. Ross' annual base salary is $325,000.

 In
addition, Mr. Ross is eligible to receive annual short term incentive bonuses as determined by a review at the discretion of the Company's
Board.

the Company granted and issued Mr. Ross 50,000 shares of Series A - Super Voting Convertible preferred stock. Pursuant to the amendment
to his employment agreement, the Company issued 50,000 shares of common stock to Mr. Ross and the amendment established a vesting schedule. Typically, a 20/20/20/20/20 vesting of the shares beginning on
January 1, 2024 and ending on January 1, 2028.

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

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

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

 The
above description of Mr. Ross' employment agreement is qualified in its entirety by reference to the full text of that agreement,
a copy of which was attached as Exhibit 10.2 to the Form 8-K filed on March 2, 2021. A copy of the first amendment to Mr. Ross'
employment agreement was attached as Exhibit 10.42 to the Form 10-K filed on May 17, 2021. A copy of the second amendment to Mr. Ross'
employment agreement was attached as Exhibit 10.3 to the Form 8-K filed on November 24, 2023.

 Doug
E. Grau Employment Agreement and Amendments

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

 The
term of Mr. Grau's employment agreement, as amended, runs from January 1, 2021 until December 31, 2026.

 Mr.
Grau's employment agreement provides for an initial annual base salary of $120,000, which may be adjusted by the Board of the Company.
As of the date of this Annual Report Mr. Grau's annual base salary is $265,000.

 In
addition, Mr. Grau is eligible to receive annual short term incentive bonuses as determined by a review at the discretion of the Company's
Board.

the Company granted and issued Mr. Grau 50,000 shares of Series A - Super Voting Convertible preferred stock. Pursuant to the
amendment to his employment agreement, the Company previously issued 50,000 shares of common stock to Mr. Grau and the amendment
established a vesting schedule. Typically, a 20/20/20/20/20 vesting of the shares beginning on January 1, 2024 and ending on January 1, 2028.

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

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

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

 The
above description of Mr. Grau's employment agreement is qualified in its entirety by reference to the full text of that agreement,
a copy of which was attached as Exhibit 10.2 to the Form 8-K filed on March 2, 2021. A copy of the first amendment to Mr. Grau's
employment agreement was attached as Exhibit 10.43 to the Form 10-K filed on May 17, 2021. A copy of the second amendment to Mr. Grau's
employment agreement was attached as Exhibit 10.4 to the Form 8-K filed on November 24, 2023.

 Corey
Lambrecht Employment Agreement

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

 The
original term of Mr. Lambrecht's employment agreement runs from November 20, 2023 until December 31, 2026. Mr.
Lambrecht's employment agreement provides for an initial annual base salary of $260,000, which may be adjusted by the board of
directors of the Company. In addition, Mr. Lambrecht is eligible to receive annual short term incentive bonuses as determined by a
review at the discretion of our board of directors.

we granted and issued Mr. Lambrecht 25,000 shares of Series A - Super Voting Convertible Preferred Stock. Conversion of the Series A
– Super Voting Convertible Preferred Stock shall vest as follows: Twenty-five percent (25%) shall vest immediately and be
convertible into shares of common stock, the remainder shall vest (25/25/25) and shall be convertible into shares of common stock
equally on January 1, 2024, January 1, 2025 and January 1, 2026.

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

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

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

 The
above description of Mr. Lambrecht's employment agreement is qualified in its entirety by reference to the full text of that agreement,
a copy of which was attached as Exhibit 10.2 to the Form 8-K filed on November 24, 2023.

 Options
Exercised and Stock Vested Table

 None
of the named executive officers exercised any stock options, nor were there any restricted stock units held by our named executive officers
vested, during the fiscal years ended December 31, 2023 and December 31, 2022.

 Outstanding
Equity Awards at Fiscal Year-end Table

 None
of the named executive officers held any unexercised options and unvested stock awards previously awarded as of December 31, 2023.

 Potential
Payments upon Termination or Change-in-Control

 SEC
regulations state that we must disclose information regarding agreements, plans or arrangements that provide for payments or benefits
to our executive officers in connection with any termination of employment or change in control of the company. On January 1, 2021 we
entered into employment agreements with Charles A. Ross, Jr. and Doug E. Grau. On November 20, 2023 we entered into an employment agreement with Corey Lambrecht. These agreements provide for
certain payments to be made in the event of a termination of their employment agreements by reason of change in control (as defined in
the employment agreements). Each of them would receive: (i) a lump sum payment equal to all earned but unpaid base salary through the
date of termination of employment (not applicable to Smith as he receives no salary); (ii) a lump sum payment equal to twelve (12) months'
salary plus 100% of his or her prior year's bonus; and (iii) and immediate vesting of all equity awards (including but not limited
to stock options and restricted shares). The following changes were made to these agreements for the year ended December 31, 2023, Mr.
Ross and Mr. Grau entered into second amendments to their agreements effectively extending the termination date of the employment agreements
for each.

 Retirement
Plans

 We
do not offer any annuity, pension, or retirement benefits to be paid to any of our officers, directors, or employees in the event of
retirement.

of Directors

 In
March of 2022, our Board adopted compensation specific to and for non-employee directors. Non-employee directors are entitled to receive
compensation of $60,000 per year for their service. In 2022 such compensation was paid in restricted shares of the Company's Common
Stock at a price determined by the average monthly closing price for each month in service. In 2023 the Company's Compensation
Committee agreed to review how the board would be compensated for their service and has yet to make a final determination. Board members
are also paid nominal cash fees and reimbursement of costs for director and committee meetings.

 On
September 20, 2023, the Company issued 24,129 shares of common stock pursuant to the Company's board compensation plan for its
independent directors for the first two quarters of 2023. The shares were valued at $18,096.75 with a per share value of $0.75 which
was the Company's common stock closing market price on the grant date as well as the issuance date. The Company recognized approximately
$228,000 in gain on settlement of debt through the issuance of 24,129 shares of common stock to its independent directors on this date.
Shares were issued to Messrs. Lambrecht, Smith, and Yonika to settle all amounts due to them under the stock compensation portion of
the independent director's plan through June 30, 2023.

 See
Transactions with Related Parties for the complete detail of the independent director's compensation and issuance of shares. The
tax value attributed to the shares of common stock issued was significantly less than the deemed value that the Company reported for
each period. Due to the declining market value of the Company's common stock and the closing price on the date the shares were
issued, as stated above, the Company recognized a gain associated with settling the independent directors' services with equity.

 The
following table sets forth summary compensation information for the year ended December 31, 2023 for each of our non-employee directors.

 Name

 Fees
 Earned or
 Paid in Cash
 $

 Stock
 Awards
 $

 Option
 Awards
 $

 All Other
 $

 Total
 $

 Corey Lambrecht (1)

 $
 114,000

 $
 -

 $
 -

 $
 53,096
 (2)

 $
 167,096

 Michael Dean Smith

 $
 -

 $
 -

 $
 -

 $
 60,000
 (2)

 $
 60,000

 Ken Yonika (3)

 $
 -

 $
 -

 $
 -

 $
 15,288
 (2)

 $
 15,288

 C. Stephen Cochennet (4)

 $
 -

 $
 -

 $
 -

 $
 38,795
 (2)

 $
 38,795

 Larry Sinks (5)

 $
 15,632

 $
 -

 $
 -

 $
 6,740
 (2)

 $
 22,372

 (1)

 Mr.
 Lambrecht served as our lead independent director through November 20, 2023, at which time he was appointed as our chief operating
 officer. Mr. Lambrecht remains a non-independent director.

 (2)

 For
 the year ended December 31, 2023, our non-employee directors were eligible for the payment of $60,000 per year as a non-employee
 director fee for their services. The amount shown above is an accrual (pro-rata) for 2023 directors fees. The board is determining
 how and when director fees will be paid for fiscal 2023.

 (3)

 Effective
 April 4, 2023, Mr. Yonika resigned from the board and its committees.

 (4)

 Mr.
 Cochennet joined the board of directors on May 9, 2023, replacing Mr. Yonika upon his resignation.

 (5)

 Mr.
 Sinks joined the board of directors on November 20, 2023, replacing Mr. Grau upon his resignation.

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 Long-Term
Incentive Plans and Awards

 On January
1, 2021, our board of directors approved the establishment of the 2021 Long-Term Equity Incentive Plan ("LTIP"). The LTIP
is intended to enable us to continue to attract able directors, employees, and consultants and to provide a means whereby those individuals
upon whom the responsibilities rest for successful administration and management of the Company, and whose present and potential contributions
are of importance, can acquire and maintain common stock ownership, thereby strengthening their concern for our welfare. The aggregate
maximum number of shares of common stock (including shares underlying options) that may be issued under the LTIP pursuant to awards of
restricted shares or options will be limited to 10% of the outstanding shares of common stock, which calculation shall be made on the
first trading day of each new fiscal year. For fiscal year 2022, up to 6,391 shares of common stock were available for participants under
the LTIP. For fiscal year 2023, up to 67,723 shares of common stock were available for participants under the LTIP. For fiscal year 2024,
up to 587,992 shares of common stock are available for participants under the LTIP. The number of shares of common stock that are the
subject of awards under the LTIP which are forfeited or terminated, are settled in cash in lieu of shares of common stock or in a manner
such that all or some of the shares covered by an award are not issued to a participant or are exchanged for awards that do not involve
shares will again immediately become available to be issued pursuant to awards granted under the LTIP. If shares of common stock are withheld
from payment of an award to satisfy tax obligations with respect to the award, those shares of common stock will be treated as shares
that have been issued under the LTIP and will not again be available for issuance under the LTIP. In December of 2022, we authorized the
grant and issuance of all 6,391 shares of common stock under the LTIP to our executive management team. Further, in December of 2023,
we authorized the grant and issuance of all 67,723 shares of common stock under the LTIP to our executive management team.

 SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 The
following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of the date
of this Annual Report or exercisable within the next 60 days thereafter, by: (i) our directors; (ii) our named executive officers; and
(iii) each person or group known by us to beneficially own more than 5% of our outstanding shares of common stock. Beneficial ownership
is determined in accordance with the rules of the Commission and generally includes voting or investment power with respect to securities.
Except as indicated by footnote, the persons named in the table below have sole voting power and investment power with respect to all
shares of common stock shown as beneficially owned by them.

 Name and Address of Beneficial Owner (1)

 Amount of
 Beneficial
 Ownership

 Percentage of
 Common Stock
 Outstanding (2)

 Officers and Directors

 Charles A. Ross, Jr., Chief Executive Officer, Chairman, principal executive officer, secretary, treasurer (3)

 5,051,716

 46.43
 %

 Doug E. Grau, President, Interim Chief Financial Officer, principal financial officer and principal accounting officer (3)

 5,035,276

 46.28
 %

 Corey Lambrecht, Chief Operating Officer and director (4)

 6,258,632

 51.60
 %

 Michael Dean Smith, director

 8,132

 0.14
 %

 C. Stephen Cochennet, director

 2,203

 0.04
 %

 Larry Sinks, director

 -

 0.00
 %

 Directors and executive officers as a group (6 Persons)

 16,355,959

 73.91
 %

 *
Less than 0.01%

 (1)

 Unless otherwise noted
 above, the address of the persons and entities listed in the table is c/o American Rebel Holdings, Inc., 909 18 th Avenue
 South, Suite A, Nashville, Tennessee 37212.

 (2)

 Percentage is based upon
 5,879,920 shares of common stock issued and outstanding as of the date of this Annual Report plus the beneficial ownership held
 by the respective shareholder at the time and figures are rounded to the nearest hundredth of a percent.

 (3)

 Includes
 10,000 shares of Series A Preferred Stock, which is currently convertible into 5,000,000 shares of common stock at the option of the
 holder. Does not include the additional 40,000 shares of Series A Preferred stock, which are convertible and vest, equally each year
 beginning on January 1, 2025 and for an additional three years (10,000, 10,000, 10,000 and 10,000, respectively), into shares of
 common stock at a rate of 500 to 1. Further, each share of Series A Preferred Stock is entitled to cast one thousand (1,000) votes
 for each share held of the Series A Preferred stock on all matters presented to the stockholders of the Company for a vote. Does not included the LTIP shares authorized for grant at December 30, 2023, as the shares are at the discretion
of the board of directors, not the holder.

 (4)

 Includes 12,500 shares
 of Series A Preferred Stock, which are currently convertible into 6,250,000 shares of common stock at the option of the holder. Does
 not include the additional 12,500 shares of Series A Preferred stock, which are convertible and vest, equally each year beginning on January
 1, 2025 and for one additional year thereafter (6,250 and 6,250, respectively), into shares of common stock at a rate of 500 to 1.
 Further, each share of Series A Preferred Stock is entitled to cast one thousand (1,000) votes for each share held of the Series
 A Preferred stock on all matters presented to the stockholders of the Company for a vote.

 Non-Cumulative
Voting

 The
holders of our shares of common stock do not have cumulative voting rights, which means that the holders of more than 50% of such outstanding
shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose. In such event, the holders
of the remaining shares will not be able to elect any of our directors.

 Super
Majority Voting Powers Attributable to Preferred Stock

 As
of the date of this Annual Report, the Company had 5,879,920 shares of common stock issued and outstanding and entitled to vote, which
for voting purposes are entitled to one vote per share. If a vote was taken today, the following stockholders (which consist of Messrs.
Ross, Lambrecht and Grau) owning a total of 95,624 shares of common stock and 125,000 shares of Series A Preferred, whereby each share
of Series A Preferred is entitled to cast one thousand (1,000) votes for each share held on all matters presented to the stockholders
of the Company for a stockholder vote, thereby allowing such common stock and Series A Preferred to cast votes totaling 125,095,624 shares
of common stock, delivering an executed written consent authorizing the actions being set forth to the vote. The consenting stockholders'
names, affiliation with the Company and holdings are as follows:

 Name

 Affiliation

 Number of
 Voting Shares

 % of Total
 Voting Shares (4)

 Director, Chief Executive Officer, Treasurer

 50,051,716
 (1)

 38.24
 %

 Doug Grau

 President

 50,035,276
 (2)

 38.22
 %

 Corey Lambrecht

 Director, Chief Operating Officer

 25,008,632
 (3)

 19.11
 %

 Total

 125,095,624

 95.57
 %

 (1)

 Includes 50,000 shares
 of Series A Preferred with an equivalent of 50,000,000 shares of common stock voting power and 51,716 shares of common stock beneficially
 owned by Mr. Ross.

 (2)

 Includes 50,000 shares
 of Series A Preferred with an equivalent of 50,000,000 shares of common stock voting power and 35,276 shares of common stock beneficially
 owned by Mr. Grau.

 (3)

 Includes 25,000 shares
 of Series A Preferred with an equivalent of 25,000,000 shares of common stock voting power and 8,632 shares of common stock beneficially
 owned by Mr. Lambrecht.

 (4)

 Percentage is based upon
 5,879,920 shares of common stock authorized and outstanding and adjusted by the 125,000,000 votes attributable to the Series A Preferred,
 for a total of 130,947,643 total voting shares. Figures are rounded to the nearest hundredth of a percent.

 Transfer
Agent

 The
Transfer Agent for our common stock is Securities Transfer Corporation, 2901 Dallas Parkway, Suite 380, Plano, Texas 75093. Its telephone
number is (469) 633-0101.

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 The
following information summarizes transactions we have either engaged in for the past two fiscal years or propose to engage in, involving
our executive officers, directors, more than 5% stockholders, or immediate family members of these persons. These transactions were negotiated
between related parties without "arm's length" bargaining and, as a result, the terms of these transactions may be
different than transactions negotiated between unrelated persons.

 Other
than as set forth below, we were not a party to any transactions or series of similar transactions that have occurred during fiscal 2023
in which:

 The amounts involved exceeds
 the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years ($158,960);
 and

 A director, executive officer,
 holder of more than 5% of our common stock or any member of their immediate family had or will have a direct or indirect material
 interest.

 Transactions
with Related Parties

 The
following includes a summary of transactions since January 1, 2021 to which we have been a party in which the amount involved exceeded
or will exceed $77,760, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5%
of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material
interest, other than equity and other compensation, termination, change in control and other arrangements, which are described under
"Executive and Director Compensation." We describe below certain other transactions with our directors, executive officers
and stockholders.

 Charles
A. Ross, Jr. serves as the Company's Chief Executive Officer and a director. On March 24, 2021, pursuant to the Company's
Long-Term Incentive Plan, Mr. Ross received 26,813 shares of common stock. On April 9, 2021, the Company entered into an amendment to
the employment agreement with Charles A. Ross, Jr. and authorized the issuance of 50,000 shares of common stock to Mr. Ross. On August
3, 2021, pursuant to the Company's Long-Term Incentive Plan, Mr. Ross received 9,416 shares of common stock. On December 27, 2022,
pursuant to the Company's Long-Term Incentive Plan, Mr. Ross was awarded 4,153 shares of common stock; however, such shares have
not been issued as of the date of this Annual Report.

 Doug
Grau is the Company's President. On March 24, 2021, pursuant to the Company's Long-Term Incentive Plan, Mr. Grau received
26,813 shares of common stock. On April 9, 2021, the Company entered into an amendment to the employment agreement with Doug Grau and
authorized the issuance of 50,000 shares of common stock to Mr. Grau. On August 3, 2021, pursuant to the Company's Long-Term Incentive
Plan, Mr. Grau received 9,416 shares of common stock. On December 27, 2022, pursuant to the Company's Long-Term Incentive Plan,
Mr. Grau was awarded 2,237 shares of common stock; however, such shares have not been issued as of the date of this Annual Report.

 Corey
Lambrecht was an independent director of the Company's board of directors through November 20, 2023. On March 24, 2021, the Company
authorized 250 shares of common stock to Mr. Lambrecht for services. On July 1, 2023, the Company authorized 8,132 shares of common stock
to Mr. Lambrecht for his services as a non-employee or independent director of the Board as full payment for his services from February
8, 2022 through June 30, 2023. The Company accrued board compensation due and owing to Mr. Lambrecht from July 1, 2023 through November
20, 2023 of approximately $23,333 which shall be settled in shares of the Company's common stock based on the formula for non-employee
directors of Board.

 Michael
Dean Smith was an independent director of the Company's board of directors. On July 1, 2023, the Company authorized 8,132 shares
of common stock to Mr. Smith for his services as a non-employee or independent director of the Board as full payment for his services
from February 8, 2022 through June 30, 2023. The Company accrued board compensation due and owing to Mr. Smith from July 1, 2023 through
December 31, 2023 of approximately $30,000 which shall be settled in shares of the Company's common stock based on the formula
for non-employee directors of Board.

 C.
Stephen Cochennet was an independent director of the Company's board of directors. On July 1, 2023, the Company authorized 2,203
shares of common stock to Mr. Cochennet for his services as a non-employee or independent director of the Board as full payment for his
services from May 9, 2023 through June 30, 2023. The Company accrued board compensation due and owing to Mr. Cochennet from July 1, 2023
through December 31, 2023 of approximately $30,000 which shall be settled in shares of the Company's common stock based on the
formula for non-employee directors of Board.

 Ken
Yonika was a former independent director of the Company's board of directors. On July 1, 2023, the Company authorized 5,662 shares
of common stock to Mr. Yonika for his services as a non-employee or independent director of the Board as full payment for his services
from February 8, 2022 through April 4, 2023.

 On
September 20, 2023 the Company issued 24,129 shares of common stock pursuant to the Company's board compensation plan. The shares
were valued at $18,096.75 with a per share value of $0.75 which was the Company's common stock closing market price on the grant
date and the date of issuance. The Company recognized approximately $228,000 in gain on the settlement of a financial obligation through
the issuance of common stock on this date. The Company's non-employee directors plan provides for the accrual of independent board
fees with the compensatory factor to be settled in the average price of the Company's common stock for the month of service. Relatively
speaking the Company was not able to book the gain on settlement from the decreasing stock price until the shares were issued as it was
uncertain that the share price of the Company's common stock would not increase until the actual issuance date.

 The
Company leases multiple facilities from Utah–Tennessee Holding Company, LLC and Champion Holdings, LLC, two companies owned by
former Champion Entities founder and Chief Executive Officer Mr. Crosby. The Company believes these facilities are adequate for its needs at this time and
are priced at or below market rate.

November 2023 the Company amended the terms of its Series A preferred stock to reflect the conversion at the right of the holder into
common stock of the Company.

 As
of the January 1, 2024 Messrs. Ross and Grau each have vested ownership in 10,000 shares of Series A Preferred Stock, which are currently
convertible into 5,000,000 shares of common stock at the option of the respective holder. This does not include for each, Messrs. Ross
and Grau, an additional 40,000 shares of Series A Preferred stock, which are convertible, equally each year starting on January 1, 2025
and for an additional three years, into shares of common stock at a rate of 500 to 1. Furthermore, each share of Series A Preferred Stock
is entitled to cast one thousand (1,000) votes for each share held of the Series A Preferred stock on all matters presented to the stockholders
of the Company for a vote until such shares are converted into common stock of the Company. As of December 31, 2023 the Company has not
determined the compensatory value associated with the shares of the Series A Preferred Stock. Prior to November 20, 2023 the Series A
Preferred Stock was not afforded the conversion feature and was not exercisable until the 1 st of January 2024 for both Messrs.
Ross and Grau. Prior to this date for Messrs. Ross and Grau the Series A Preferred Stock was not convertible into common stock and only
enjoyed the super voting rights or provision available to it. Upon conversion into common stock of the Company by the holder the Company
will be required to record equity compensation to holder under ASC 718 as to the fair value of the shares received at that time under
the conversion. The Company for purposes of its financial statements is required to disclose the fair value of the shares that were beneficially
owned at the end of each reporting period based on its intrinsic value. That value will change from reporting period to reporting period
based on the publicly traded value of the Company's common stock on such date. Based on the closing price of the Company's
common stock as of January 2, 2024 this would approximate $1,525,000 each in additional compensation for Messrs. Ross and Grau, respectively
and would be subject to adjustment based on the closing price of the Company's common stock on March 31, 2024.

 As
of the January 1, 2024 Mr. Lambrecht has vested ownership in 12,500 shares of Series A Preferred Stock, which are currently convertible
into 6,250,000 shares of common stock at the option of Mr. Lambrecht. This does not include for Mr. Lambrecht an additional 37,500 shares
of Series A Preferred stock, which are convertible, equally every year starting on January 1, 2025 and for two additional years, into
shares of common stock at a rate of 500 to 1. Furthermore, each share of Series A Preferred Stock is entitled to cast one thousand (1,000)
votes for each share held of the Series A Preferred stock on all matters presented to the stockholders of the Company for a vote until
such shares are converted into common stock of the Company. As of December 31, 2023 the Company has not determined the compensatory value
associated with the shares of the Series A Preferred Stock. Prior to November 20, 2023 the Series A Preferred Stock was not afforded
the conversion. Prior to this date the Series A Preferred Stock was not convertible into common stock and only had the super voting rights
or provision available to it. Upon conversion into common stock of the Company by the holder the Company will be required to record equity
compensation to holder under ASC 718 as to the fair value of the shares received at that time. The Company for purposes of its financial
statements is required to disclose the fair value of the shares that were beneficially owned at the end of each reporting period based
on its intrinsic value. That value will change from reporting period to reporting period based on the publicly traded value of the Company's
common stock on such date. Based on the closing price of the Company's common stock as of December 31, 2023 (with respect to the
6,250 shares of Series A Preferred Stock vested on November 20, 2023) this would approximate $968,750 in additional compensation to Mr.
Lambrecht on December 31, 2023. Based on the closing price of the Company's common stock as of January 2, 2024 (with respect to
the 6,250 shares of Series A Preferred Stock vested on January 1, 2024) this would approximate $953,125 in additional compensation to
Mr. Lambrecht and would be subject to adjustment based on the closing price of the Company's common stock on March 31, 2024.

 The
Company has agreements with related parties for services, notes payable and stock grants. See Notes to Financial Statements numbers 5,
7, 9 and 10.

 Other
than the foregoing, none of the directors or executive officers of the Company, nor any person who owned of record or was known to own
beneficially more than 5% of the Company's outstanding shares of its common stock, nor any associate or affiliate of such persons
or companies, has any material interest, direct or indirect, in any transaction that has occurred during the past fiscal year, or in
any proposed transaction, which has materially affected or will affect the Company.

 Review,
Approval or Ratification of Transactions with Related Persons

 Although
we adopted a Code of Ethics, we still rely on our Board to review related party transactions on an ongoing basis to prevent conflicts
of interest. Our Board reviews a transaction in light of the affiliations of the director, officer or employee and the affiliations of
such person's immediate family. Transactions are presented to our Board for approval before they are entered into or, if this is
not possible, for ratification after the transaction has occurred. If our Board finds that a conflict of interest exists, then it will
determine the appropriate remedial action, if any. Our Board approves or ratifies a transaction if it determines that the transaction
is consistent with the best interests of the Company.

 ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 The
following table presents the fees for professional audit services rendered by BF Borgers CPA, a professional corporation ("BF Borgers")
for the audit of the Company's annual financial statements for the fiscal year ended December 31, 2023 and December 31, 2022 and
fees billed for other services rendered by BF Borgers during those periods. All services reflected in the following fee table for 2023
and 2022 were pre - approved, respectively, in accordance with the policy of the Board.

 December 31,
 2023

 December 31,
 2022

 Audit fees (1)

 $
 445,500

 $
 136,600

 Audit-related fees

 -

 -

 Tax fees

 -

 -

 All other fees (2)

 -

 219,000

 Total Fees

 $
 445,500

 $
 355,600

 Notes:

 (1)

 Audit fees consist of audit
 and review services, consent and review of documents filed with the SEC. For fiscal year ended December 31, 2023 and December 31,
 2022.

 (2)

 Comfort letter and consent
 to use audited financial statements in additional filings related to underwritten public offering. Approximately $150,000 was paid
 to Champion's independent PCAOB registered accounting firm to conduct Champion's most recent two fiscal years of audit
 and interim review reports which was required for the acquisition of Champion. These fees were paid by the Company and the PCAOB
 registered accounting firm was BF Borgers.

 In
its capacity, the audit committee of the Board pre-approves all audit (including audit-related) and permitted non-audit services to be
performed by the independent auditors. The committee will annually approve the scope and fee estimates for the year-end audit to be performed
by the Company's independent auditors for the fiscal year. With respect to other permitted services, the committee pre-approves
specific engagements, projects and categories of services on a fiscal year basis, subject to individual project and annual maximums.
To date, the Company has not engaged its auditors to perform any non-audit related services.

 PART
IV

 ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 The
following documents are filed as part of this Annual Report on Form 10-K

 (a)

 Financial Statements

 Page

 Report of Independent Registered Public Accounting Firm

 Financial Statements for the years ended December 31,
 2023 and December 31, 2022

 Balance Sheets

 Statements of Operations

 Statement of Stockholders' Equity (Deficit)

 Statements of Cash Flows

 Notes to the Financial Statements

 (b)

 Financial Statement Schedules

 None.

 (c)

 Exhibits Index

 2.1

 Stock Purchase Agreement, dated June 8, 2016, by and among CubeScape, Inc., American Rebel, Inc., and certain individual named therein (Incorporated by reference to Exhibit 2.1 to Form 8-K, filed June 9, 2016)

 2.2

 Champion Safe Co., Inc. Stock Membership Interest Purchase Agreement dated June 29, 2022 (Incorporated by reference to Exhibit 2.1 to Form 8-K, filed July 6, 2022)

 3.1

 Second Amended and Restated Articles of Incorporation effective January 22, 2022 (Incorporated by reference to Exhibit 3.4 to Form 10-K, filed March 31, 2022)

 3.2

 Amended and Restated Bylaws of American Rebel Holdings, Inc. effective as of February 9, 2022 (Incorporated by reference to Exhibit 3.1 to Form 8-K, filed February 15, 2022)

 3.3

 Certificate of Amendment to the Second Amended and Restated Articles effectuating 1-for-25 Reverse Stock Split (Incorporated by reference to Exhibit 3.1 to Form 8-K filed on June 26, 2023)

 4.1

 Certificate of Designation of Series A Preferred Stock (Incorporated by reference to Exhibit 4.1 to Form 8-K filed on February 24, 2020)

 4.2

 Certificate of Designation of Series B Preferred Stock (Incorporated by reference to Exhibit 4.1 to Form 8-K filed on June 3, 2021)

 4.3

 Amended Certificate of Designation of Series B Preferred Stock ((Incorporated by reference to Exhibit 4.1 to Form 8-K filed on July 28, 2021)

 4.4#

 Description of Securities

 4.5

 Warrant Agency Agreement with Action Stock Transfer dated February 9, 2022 (Incorporated by reference to Exhibit 4. 2 to Form 8-K, filed February 10, 2022)

 4.6

 Form of Pre-funded Warrant (Incorporated by reference to Exhibit 4.1 to Form 8-K, filed February 15, 2022)

 4.8

 Line of Credit Agreement dated February 10, 2023 (Incorporated by reference to Exhibit 4.6 to Form 10-Q filed May 15, 2023)

 4.9

 Financing Agreement dated April 14, 2023 (Incorporated by reference to Exhibit 4.1 to Form 8-K, filed May 1, 2023)

 4.10

 Armistice Form of New Warrant A (Incorporated by reference to Exhibit 4.1 to Form 8-K/A, filed on September 8, 2023)

 4.11

 Armistice Form of New Warrant B (Incorporated by reference to Exhibit 4.2 to Form 8-K/A, filed on September 8, 2023)

 4.12

 Amended and Restated Certificate of Designation of Series A Preferred Stock (Incorporated by reference to Exhibit 4.1 to Form 8-K,filed on November 6, 2023)

 4.13

 Certificate of Designation of Series C Preferred Stock (Incorporated by reference to Exhibit 4.2 to Form 8-K, filed on November 6, 2023)

 4.14

 Alt Banq Financing Agreement dated December 28, 2023 (Incorporated by reference to Exhibit 4.1 to Form 8-K filed on January 3, 2024)

 10.1

 Ross Employment Agreement dated January 1, 2021 (Incorporated by reference to Exhibit 10.1 to Form 8-K, filed March 5, 2021)

 10.2

 Grau Employment Agreement dated January 1, 2021 (Incorporated by reference to Exhibit 10. 2 to Form 8-K, filed March 5, 2021)

 10.3

 2021 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.3 to Form 8-K, filed March 5, 2021)

 10.4

 Ross Amendment to Employment Agreement dated April 9, 2021 (Incorporated by reference to Exhibit 10.42 to Form 10-K, filed May 17, 2021)

 10.5

 Grau Amendment to Employment Agreement dated April 9, 2021 (Incorporated by reference to Exhibit 10.43 to Form 10-K, filed May 17, 2021)

 10.6

 Armistice Form of Warrant (Incorporated by reference to Exhibit 10.2 to Form 8-K filed on June 28, 2023)

 10.7

 Armistice Form of Prefunded Warrant (Incorporated by reference to Exhibit 10.3 to Form 8-K filed on June 28, 2023)

 10.8

 Armistice Form of Registration Rights Agreement (Incorporated by reference to Exhibit 10.4 to Form 8-K filed on June 28, 2023)

 10.9

 Tony Stewart Racing Nitro Sponsorship Agreement dated July 1, 2023 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed on August 7, 2023)

 10.10

 Master Brewing Agreement dated August 9, 2023 (Incorporated by reference to Exhibit 10.16 to Form 10-Q filed on August 14, 2023)

 10.11

 Loan Agreement dated July 1, 2023 (Incorporated by reference to Exhibit 10.17 to Form 10-Q filed on August 14, 2023)

 10.12

 Form of Inducement Letter dated September 8, 2023 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed on September 8, 2023)

 10.13

 Lambrecht Employment Agreement dated November 20, 2023 (Incorporated by reference to Exhibit 10.2 to Form 8-K filed on November 24, 2023)

 10.14

 Ross Amendment No. 2 to Employment Agreement dated November 20, 2023 (Incorporated by reference to Exhibit 10.3 to Form 8-K filed on November 24, 2023)

 10.15

 Grau Amendment No. 2 to Employment Agreement dated November 20, 2023 (Incorporated by reference to Exhibit 10.4 to Form 8-K filed on November 24, 2023)

 10.16

 $500,000
 Revenue Interest Purchase Agreement dated December 19, 2023 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed on December
 22, 2023)

 10.17

 New Loan Agreement dated January 1, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed on January 5, 2024)

 10.18

 1800 Diagonal Note dated March 21, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed on March 22, 2024)

 10.19

 1800 Diagonal Securities Purchase Agreement dated March 21, 2024 (Incorporated by reference to Exhibit 10.2 to Form 8-K filed on March 22, 2024)

 10.20

 $100,000
 Revenue Interest Purchase Agreement dated March 22, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed on March 27,
 2024)

 10.21

 $100,000 Revenue Interest Purchase Agreement dated April 1, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed on April 3, 2024)

 10.22#

 $100,000 Revenue Interest Purchase Agreement dated April 9, 2024

 10.23#

 $300,000 Revenue Interest Purchase Agreement dated April 9, 2024

 10.24#

 $75,000 Revenue Interest Purchase Agreement dated April 9, 2024

 14.1

 Code of Ethics (Incorporated by reference to Exhibit 14.1 to Form S-1/A, filed February 3, 2022)

 14.2#

 Whistleblower Policy

 21.1#

 List of Subsidiaries

 31.1#

 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2#**

 Certification of Interim Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 32.1#**

 Certification of Chief Executive Officer and Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 32.2#**

 Certification of Interim Principal Accounting Officer and Principal Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 101.INS

 101.SCH

 Schema**

 101.CAL

 Calculation Linkbase*

 101.DEF

 Definition Linkbase*

 101.LAB

 Labels Linkbase*

 101.PRE

 Presentation Linkbase*

 Cover Page Interactive

 #
Filed herewith.

Indicates management contract or compensatory plan or arrangement.

 **
Furnished herewith.

 ITEM
16. FORM 10-K SUMMARY

 None.

 SIGNATURES

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 AMERICAN REBEL HOLDINGS, INC.

 (Registrant)

 Date: April 12, 2024

 By:

 /s/ Charles
 A. Ross, Jr.

 Chief Executive Officer

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 Signatures

 Title(s)

 Date

 /s/ Charles
 A. Ross, Jr.

 Chief Executive Officer, Executive Chairman and Director (Principal Executive Officer)

 /s/ Doug
 E. Grau

 President
 (Interim Principal Accounting Officer)

 Doug E. Grau

 /s/ Corey Lambrecht

 Chief
 Operating Officer and Director

 Corey Lambrecht

 /s/ C. Stephen Cochennet

 C. Stephen Cochennet

 /s/ Michael
 Dean Smith

 Michael Dean Smith

 /s/ Larry Sinks

 Larry Sinks