AMERICAN REBEL HOLDINGS INC
For the period ended Sep 30, 2025. Filed Nov 10, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 10, 2025
AREB$0.31-9.0%Stored close · as of Jul 8, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-13.
0001641172-25-023267
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-10.
0001493152-25-021519
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 82 previous paragraphs and 99 current paragraphs.
44 unchanged; 30 reworded; 25 added; 7 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 5 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (25)
Current report
American Rebel & Champion Safes
Current report
Minority Interest Agreements
Current report
During the three months ended September 30, 2025, we entered into multiple agreements to acquire minority ownership interests in certain entities.
Current report
On September 2, 2025, we executed a Membership Interest Purchase Agreement with Sydona Enterprises, LLC, d/b/a Schmitty’s, acquiring a 19.01% ownership interest in Schmitty’s. The consideration for this acquisition included the issuance of 426,155 shares of common stock and prefunded warrants to purchase an additional 1,183,191 shares of common stock at $0.01 per share. The total value of the transaction was approximately $1.99 million. This strategic investment positions American Rebel to leverage Schmitty’s established presence in the smokeless market, aligning with the Company’s expansion into the $10 billion smokeless category. The partnership aims to enhance Schmitty’s retail distribution and explore licensing opportunities under the “America’s Patriotic Brand” umbrella.
Current report
On September 30, 2025, we entered into a Membership Interest Purchase Agreement with RAEK Data, LLC to acquire a minority membership interest in the entity. Pursuant to the agreement, we issued 200,000 shares of Series D Convertible Preferred Stock to RAEK Data, LLC in exchange for its ownership interest. The shares were issued at a stated value of $7.50 per share, resulting in an aggregate transaction value of $1,500,000. This transaction was accounted for as an equity acquisition, with the acquired noncontrolling interest recorded at fair value on the acquisition date. The acquisition provides the Company with additional operational influence.
Current report
218 3 rd Avenue Asset Acquisition
Current report
On August 19, 2025, we entered into a Purchase and Sale Agreement with 218 LLC (the “Seller”) for the sale of an approximately 20,829 square foot four story commercial retail building located at 218 3rd Avenue North, Nashville, Tennessee 37201 (“218 3rd Avenue”) for a sale price of $14.1 million. On September 15, 2025, we entered into a mutual termination agreement of the Purchase Agreement. On the same day, we entered into a membership interest purchase agreement (the “MIPA”) to purchase all of the outstanding membership interests in 218 3 rd Avenue.
Current report
We have agreed to pay Seller $14,100,000, the appraised value of 218 3 rd Avenue, for all of the ownership interests in the Seller in tranches over twelve months. Upon execution of the MIPA, we authorized the issuance of 280,000 shares of Series D Convertible Preferred Stock, valued at $7.50 per share ($2,1000,000 in value), for the purchase of 30% of the outstanding membership interests in the Seller.
Current report
Further, we shall pay the Seller $300,000 of the purchase price in three non-refundable $100,000 installments; the first installment shall be payable 15 days following execution of the MIPA and shall purchase an additional 1% of the outstanding membership interests in the Seller; the second installment shall be payable 45 days following execution of the Agreement and shall purchase an additional 1% of the outstanding membership interests in the Seller; and the third installment shall be payable 75 days following execution of the Agreement and shall purchase an additional 1% of the outstanding membership interests in the Seller.
Current report
In addition, we executed a 12-month, 6% per annum promissory note in the amount of the $11,700,000 payable to the Seller. Seller may, from time to time, convert a portion of principal and interest under the Note into tranches of 200,000 shares of the Company’s Series D Convertible Preferred Stock (valued at $1,500,000) and simultaneously convert such preferred stock into 1,000,000 shares of Common Stock and then sell such shares, or in other amounts that do not exceed a 4.99% beneficial ownership, and apply the proceeds towards the principal and interest of the Note. Each conversion shall purchase an additional 1% ownership interest in Seller. We agreed to issue to Seller an additional 18,800 shares of Series D Convertible Preferred Stock, valued at $141,000, as a convenience fee.
Current report
Damon Note Purchase Agreement
Current report
On August 22, 2025, the Company entered into a note purchase agreement (the “NPA”) with Streeterville Capital, LLC, a Utah limited liability company (“Streeterville”), for the purchase by the Company of a portion of a certain $6,470,000 secured promissory note dated June 26, 2024 (the “Damon Note”) in Damon, Inc., a British Columbia corporation (“Damon”) held by Streeterville. Damon is a public company, registered as a foreign private issuer with the SEC, with its common shares traded on the OTCID Basic Market under the symbol “DMNIF”.
Current report
Upon the terms and conditions set forth in the NPA, Streeterville sold, transferred and assigned to the Company, and the Company agreed to purchase from Streeterville, $2,000,000 of the Damon Note in consideration for the issuance to Streeterville of 2,000 shares of the Company’s newly authorized Series E Preferred Stock, par value $0.001 per share. In the event the Company’s common stock is ever delisted from Nasdaq, Streeterville will have the right to repurchase the portion of the purchased Damon Note from the Company in exchange for cancellation of the shares of Series E Preferred Stock.
Current report
The Damon Note is secured by certain collateral of Damon as set forth in the transaction documents between Streeterville and Damon. The Company and Streeterville agreed that the security interest held in the collateral by Streeterville will be held pari passu for benefit of both parties. Any and all rights, benefits and proceeds of the collateral will be shared pro rata by the Company and Streeterville (based on the then-outstanding balances of the Damon Note and the portion of the Damon Note purchased by the Company). Any decision regarding when, how and whether to pursue collections or other actions against Damon will be determined by Streeterville in consultation with the Company. The Company covenanted and agreed that it will not pursue any collections or other action against Damon without Streeterville’s consent.
Current report
Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024
Current report
Our discussion and analysis of our financial condition and results of operations are based upon our Condensed Consolidated Financial Statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure at the date of the financial statements and for the period then ended. On an ongoing basis, we evaluate the estimates used. We base our estimates on historical experience, current conditions and various other assumptions that we believe to be reasonable under the circumstances. These estimates form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates. Our critical accounting estimates include the following, which are listed in no particular order:
Current report
Revenue Recognition
Current report
In accordance with ASC 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.
Current report
These steps are met when an order is received, a price is agreed to, and the product is shipped or delivered to that customer. Additionally, the Company offers extended warranties for the locking mechanism of its safes, which are separately purchased by customers. Warranty income is recognized over time based on the estimated useful life of the locks, which approximates 10 years. Unrecognized warranty income is presented as deferred revenue in the accompanying consolidated financial statements.
Current report
Fair Value of Financial Instruments
Current report
Fair value estimates are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain financial instruments approximates their fair values.
Current report
The three levels of inputs used to measure fair value are as follows:
Current report
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.
Current report
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.
Current report
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.
Removed paragraphs (7)
Previous report
Management’s Discussion and Analysis should be read along with the financial statements included in this Quarterly Report on Form 10-Q (the “Financial Statements”). As described in Note 1 to the Financial Statements, we have included the comparative three and six months ended June 30, 2024 in this filing; however, these figures have not been restated due to the undue burden it would place on us. Additionally, we have not restated our Form 10-Q for the period ended June 30, 2024 due to the undue burden this would also have on us. The impact of any adjustments to the quarter ended June 30, 2024 have been included in the three months ended September 30, 2024. Accordingly, the accompanying consolidated statement of operations and the consolidated statement of stockholders’ equity/(deficit) for the three and six months ended June 30, 2024 and the consolidated statement of cash flows for the six months ended June 30, 2024, and the accompanying notes for the three and six months ended June 30, 2024, including references thereon within Management’s Discussion and Analysis, should not be relied upon.
Previous report
American Rebel Safes
Previous report
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.
Previous report
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.
Previous report
Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024
Previous report
For the six months ended June 30, 2025, we incurred interest expense of $1,154,126 compared to interest expense of $1,479,141 for the six months ended June 30, 2024. Interest expense remained relatively consistent period over period due to the significant number of debt arrangements we had outstanding under both periods.
Previous report
The preparation of financial statements and related disclosures in conformity with U.S. GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. Management has determined that the Company has no critical accounting estimates.
Reworded paragraphs (30)
Previous wording
Apart from the matter above, the Financial Statements have been prepared in accordance with generally accepted accounting policies in the United States (“GAAP”). Except as otherwise disclosed, all dollar figures included therein and in the following management discussion and analysis are quoted in United States dollars.
Current wording
The Financial Statements have been prepared in accordance with generally accepted accounting policies in the United States (“GAAP”). Except as otherwise disclosed, all dollar figures included therein and in the following management discussion and analysis are quoted in United States dollars.
Previous wording
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.
Current wording
Keeping your guns in a location only appropriate trusted members of the household can access should be a 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.
Previous wording
American Rebel produces large floor safes in a variety of sizes as well as small portable keyed safes. Additional opportunities exist for us to develop Wall Safes and Handgun Boxes.
Current wording
Champion Safe Co. produces large floor safes in a variety of models and sizes as well as small portable keyed safes. Additional opportunities exist for us to develop Wall Safes and Handgun Boxes.
Previous wording
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. 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.
Current wording
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. The gun safe industry is experiencing growth and innovation. 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.
Previous wording
To further complement our diverse product offerings, we intend to introduce additional products throughout 2025.
Current wording
To further complement our diverse product offerings, we intend to introduce additional products throughout 2025. Below is a summary of potential upcoming product offerings:
Previous wording
From inception through June 30, 2025, we have generated an accumulated deficit of $88,663,449. We expect to incur additional losses during fiscal year ending December 31, 2025, and beyond, principally as a result of our increased investment in inventory, manufacturing capacity, marketing and sales expenses, and other growth initiatives.
Current wording
From inception through September 30, 2025, we have generated an accumulated deficit of $93,513,226. We expect to incur additional losses during fiscal year ending December 31, 2025, and beyond, principally as a result of our increased investment in inventory, manufacturing capacity, marketing and sales expenses, and other growth initiatives.
Previous wording
For the six months ended June 30, 2025, we reported Revenues of $5,353,920 compared to Revenues of $7,299,230 for the six months ended June 30, 2024. The decrease in Revenues of $1,945,310 (or (27%) period over period) for the current period compared to the six months ended June 30, 2024 is attributable to slower sales for 2025 and current market conditions. For the six months ended June 30, 2025, we reported Cost of Goods Sold of $5,096,240 compared to Cost of Goods Sold of $6,427,252 for the six months ended June 30, 2024. The decrease in Cost of Goods Sold of $1,331,012 (or (21%) period over period) for the current period is primarily attributable to the decrease in revenue. For the six months ended June 30, 2025, we reported Gross Margin of $257,680, compared to Gross Margin of $871,978 for the six months ended June 30, 2024. The decrease in Gross Margin of $614,298 (or (70%) period over period) for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 is again due a decrease in sales and increased costs of goods sold. Gross Margin percentage for the six months ended June 30, 2025 was 5% compared to 12% for the six months ended June 30, 2024. In general, second amendment businesses have experienced a slowdown in sales volume during the past twelve months and this is in line with what we have experienced in our business.
Current wording
For the three months ended September 30, 2025, we reported Revenues of $1,877,518 compared to Revenues of $2,337,786 for the three months ended September 30, 2024. The decrease in Revenues of $460,268 (or (20%) period over period) for the current period compared to the three months ended September 30, 2024 is attributable to slower sales for 2025 and current market conditions. For the three months ended September 30, 2025, we reported Cost of Goods Sold of $2,075,288 compared to Cost of Goods Sold of $2,835,763 for the three months ended September 30, 2024. The decrease in Cost of Goods Sold of $760,475 (or (27%) period over period) for the current period is primarily attributable to the decrease in revenue. For the three months ended September 30, 2025, we reported Gross Margin of $(197,770), compared to Gross Margin of $(497,977) for the three months ended September 30, 2024 and a Gross Margin percentage of (11%) for the three months ended September 30, 2025 compared to (21%)% for the three months ended September 30, 2024. In general, second amendment businesses have experienced a slowdown in sales volume during the past year.
Previous wording
Total operating expenses for the six months ended June 30, 2025 were $7,422,378 compared to $7,097,168 for the six months ended June 30, 2024 as further described below. Overall, we experienced a $325,210 increase in operating expenses period over period. This increase is primarily due to an increase in administrative and other expenses due to increased accounting and legal fees and increased marketing and brand development costs.
Current wording
Total operating expenses for the three months ended September 30, 2025 were $3,482,401 compared to $542,695 for the three months ended September 30, 2024 as further described below. Overall, we experienced a $2,939,706 increase in operating expenses period over period. This increase is primarily due to the large adjustment made to compensation expense – officers – deferred comp – related party made during the three months ended September 30, 2024 as a result of the 2023 and 2022 re-audits. There was also a slight increase in administrative and other expenses due to increased accounting and legal fees and increased marketing and brand development costs.
Previous wording
For the three months ended June 30, 2025, we incurred consulting/payroll and other costs (along with officer compensation) of $1,137,816 compared to consulting/payroll and other costs (along with officer compensation) of $2,001,791 for the three months ended June 30, 2024. The decrease in consulting/payroll and other costs of $(863,975) was due to the adjustment in the deferred compensation expense due to common stock equivalents on our Series A preferred stock as identified and corrected during the period ended September 30, 2024 upon finalization of the 2023 re-audit. The Company expects to try and maintain its consulting/payroll and other costs as we endeavor to further expand our sales volume.
Current wording
For the three months ended September 30, 2025, we incurred consulting/payroll and other costs (along with officer compensation) of $903,397 compared to consulting/payroll and other costs (along with officer compensation) of $(1,932,565) for the three months ended September 30, 2024. The increase in consulting/payroll and other costs of $2,835,962 was due to the adjustment in the deferred compensation expense due to common stock equivalents on our Series A preferred stock as identified and corrected during the period ended September 30, 2024 upon finalization of the 2023 re-audit. We expects to try and maintain our consulting/payroll and other costs as we endeavor to further expand our sales volume.
Previous wording
For the three months ended June 30, 2025, we incurred rental expense, warehousing, outlet expense of $48,253, compared to rental expense, warehousing, outlet expense of $80,515 for the three months ended June 30, 2024. The decrease in rental expense, warehousing, outlet expense of $32,262 is due to cost cutting on leases and properties that the Company rents to conduct the Champion business acquisition as well as other cost cutting measures or efficiencies put in place.
Current wording
For the three months ended September 30, 2025, we incurred rental expense, warehousing, outlet expense of $39,742, compared to rental expense, warehousing, outlet expense of $103,562 for the three months ended September 30, 2024. The decrease in rental expense, warehousing, outlet expense of $63,820 is due to cost cutting on leases and properties that the Company rents to conduct the Champion business acquisition as well as other cost cutting measures or efficiencies put in place.
Previous wording
For the three months ended June 30, 2025, we incurred product development expenses of $648,357 compared to product development expenses of $337,771 for the three months ended June 30, 2024. The increase in product development expenses of $310,586 is due to the timing of development expenses in connection with the private label beer. We expect 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.
Current wording
For the three months ended September 30, 2025, we incurred product development expenses of $160,209 compared to product development expenses of $277,483 for the three months ended September 30, 2024. The decrease in product development expenses of $117,274 is due to the timing of development expenses in connection with the private label beer. We expect 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.
Previous wording
For the three months ended June 30, 2025, we incurred marketing and brand development expenses of $970,806 compared to marketing and brand development expenses of $299,655 for the three months ended June 30, 2024. The increase in marketing and brand development expenses of $671,151 (or 224% period over period) relates primarily to market awareness efforts for American Rebel Beer as well as expenses associated with our Tony Stewart activities and general push forward on sales efforts.
Current wording
For the three months ended September 30, 2025, we incurred marketing and brand development expenses of $739,976 compared to marketing and brand development expenses of $624,509 for the three months ended September 30, 2024. The increase in marketing and brand development expenses of $115,467 (or 42% period over period) relates primarily to market awareness efforts for American Rebel Beer as well as expenses associated with our Tony Stewart activities and general push forward on sales efforts.
Previous wording
For the three months ended June 30, 2025, we incurred administrative and other expense of $1,324,575 compared to administrative and other expense of $1,228,163 for the three months ended June 30, 2024. The increase in administrative and other expense of $96,412 (or 8% period over period) relates directly to increased professional fees including accounting and legal fees.
Current wording
For the three months ended September 30, 2025, we incurred administrative and other expense of $1,602,039 compared to administrative and other expense of $1,414,889 for the three months ended September 30, 2024. The increase in administrative and other expense of $187,150 (or 13% period over period) relates directly to increased professional fees including accounting and legal fees.
Previous wording
For the three months ended June 30, 2025, we incurred depreciation and amortization expense of $37,100 compared to depreciation and amortization expense of $30,681 for the three months ended June 30, 2025. The increase primarily relates to amortization related to intangible assets.
Current wording
For the three months ended September 30, 2025, we incurred depreciation and amortization expense of $37,038 compared to depreciation and amortization expense of $54,817 for the three months ended September 30, 2024. The increase primarily relates to amortization related to intangible assets.
Previous wording
For the three months ended June 30, 2025, we incurred a loss on debt extinguishment of $11,817,991 and loss on settlement of liability of $1,692,144. This is due to the conversion of debt into equity, which was not present during the three months ended June 30, 2024.
Current wording
For the three months ended September 30, 2025, we incurred interest expense of $329,231 compared to interest expense of $649,216 for the three months ended September 30, 2024. The decrease in interest expense of $319,985 is due to a significant number of notes we have entered into and subsequently converted or modified. For the three months ended September 30, 2025, we incurred a loss on debt extinguishment of $1,213,772 and loss on settlement of liability of $7,000 compared to a loss on debt extinguishment of $62,505 for the three months ended September 30, 2024. This is due to the increased amount of conversions of debt into equity in 2025 and the amended Streeterville loan payable.
Previous wording
Net loss for the three months ended June 30, 2025 amounted to $18,137,743, resulting in a loss per share of $(5.34), compared to a net loss of $5,253,004 for the three months ended June 30, 2024, resulting in a loss per share of $(201.01) (adjusted for various reverse stock splits). The increase in the net loss for the three months ended June 30, 2025 compared to the three months ended June 30, 2024 is primarily due to a myriad of expenses that we incurred in the quarter, such as professional and legal fees, increased costs in marketing, and the softening of gross margin on sales as well as the significant loss on debt extinguishment as mentioned above.
Current wording
Net loss for the three months ended September 30, 2025 amounted to $5,230,027, resulting in a loss per share of $(32.44), compared to a net loss of $1,747,957 for the three months ended September 30, 2024, resulting in a loss per share of $(3,032.24) (adjusted for various reverse stock splits). The increase in the net loss for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 is primarily due to a myriad of expenses that we incurred in the quarter, such as professional and legal fees, increased costs in marketing, and the softening of gross margin on sales as well as a significant loss on debt extinguishment.
Previous wording
For the three months ended June 30, 2025, we reported Revenues of $2,842,596 compared to Revenues of $3,255,393 for the three months ended June 30, 2024. The decrease in Revenues of $412,797 (or (13%) period over period) for the current period compared to the three months ended June 30, 2024 is attributable to slower sales for 2025 and current market conditions. For the three months ended June 30, 2025, we reported Cost of Goods Sold of $2,873,969 compared to Cost of Goods Sold of $3,224,738 for the three months ended June 30, 2024. The decrease in Cost of Goods Sold of $350,769 (or (11%) period over period) for the current period is primarily attributable to the decrease in revenue. For the three months ended June 30, 2025, we reported Gross Margin of $(31,373), compared to Gross Margin of $30,655 for the three months ended June 30, 2024. The decrease in Gross Margin of $62,028 (or (202%) period over period) for the three months ended June 30, 2025 compared to the three months ended June 30, 2024 is again due a decrease in sales and increased costs of goods sold. Gross Margin percentage for the three months ended June 30, 2025 was (1)% compared to 1% for the three months ended June 30, 2024. In general, second amendment businesses have experienced a slowdown in sales volume during the past twelve months and this is in line with what we have experienced in our business.
Current wording
For the nine months ended September 30, 2025, we reported Revenues of $7,231,439 compared to Revenues of $9,637,016 for the nine months ended September 30, 2024. The decrease in Revenues of $2,405,577 (or (25%) period over period) for the current period compared to the nine months ended September 30, 2024 is attributable to slower sales for 2025 and current market conditions. For the nine months ended September 30, 2025, we reported Cost of Goods Sold of $7,171,528 compared to Cost of Goods Sold of $9,263,015 for the nine months ended September 30, 2024. The decrease in Cost of Goods Sold of $2,091,487 (or (23%) period over period) for the current period is primarily attributable to the decrease in revenue. For the nine months ended September 30, 2025, we reported Gross Margin of $59,911, compared to Gross Margin of $374,001 for the nine months ended September 30, 2024. The decrease in Gross Margin of $314,090 (or (84%) period over period) for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 is again due a decrease in sales and increased costs of goods sold. Gross Margin percentage for the nine months ended September 30, 2025 was 1% compared to 4% for the nine months ended September 30, 2024. In general, second amendment businesses have experienced a slowdown in sales volume during the past twelve months and this is in line with what we have experienced in our business.
Previous wording
Total operating expenses for the three months ended June 30, 2025 were $4,166,907 compared to $3,978,576 for the three months ended June 30, 2024 as further described below. Overall, we experienced a $188,331 increase in operating expenses period over period. This increase is primarily due to an increase in administrative and other expenses due to increased accounting and legal fees and increased marketing and brand development costs.
Current wording
Total operating expenses for the nine months ended September 30, 2025 were $10,904,780 compared to $7,639,863 for the nine months ended September 30, 2024 as further described below. Overall, we experienced a $3,264,917 increase in operating expenses period over period. This increase is primarily due to an increase in administrative and other expenses due to increased accounting and legal fees and increased marketing and brand development costs.
Previous wording
For the six months ended June 30, 2025, we incurred consulting/payroll and other costs (along with officer compensation) of $2,040,856 compared to consulting/payroll and other costs (along with officer compensation) of $3,900,204 for the six months ended June 30, 2024. The decrease in consulting/payroll and other costs of $(1,859,348) was due to the adjustment in the deferred compensation expense due to common stock equivalents on our Series A preferred stock as identified and corrected during the period ended September 30, 2024 upon finalization of the 2023 re-audit. The Company expects to try and maintain its consulting/payroll and other costs as we endeavor to further expand our sales volume.
Current wording
For the nine months ended September 30, 2025, we incurred consulting/payroll and other costs (along with officer compensation) of $2,944,253 compared to consulting/payroll and other costs (along with officer compensation) of $1,967,639 for the nine months ended September 30, 2024. The increase in consulting/payroll and other costs of $(1,859,348) was due to merit increases and a change in the executive team. We expect to try and maintain its consulting/payroll and other costs as we endeavor to further expand our sales volume.
Previous wording
For the six months ended June 30, 2025, we incurred rental expense, warehousing, outlet expense of $105,366, compared to rental expense, warehousing, outlet expense of $232,181 for the six months ended June 30, 2024. The decrease in rental expense, warehousing, outlet expense of $126,815 is due to cost cutting on leases and properties that the Company rents to conduct the Champion business acquisition as well as other cost cutting measures or efficiencies put in place.
Current wording
For the nine months ended September 30, 2025, we incurred rental expense, warehousing, outlet expense of $145,108, compared to rental expense, warehousing, outlet expense of $335,743 for the nine months ended September 30, 2024. The decrease in rental expense, warehousing, outlet expense of $190,635 is due to cost cutting on leases and properties that the Company rents to conduct the Champion business acquisition as well as other cost cutting measures or efficiencies put in place.
Previous wording
For the six months ended June 30, 2025, we incurred product development expenses of $741,824 compared to product development expenses of $436,400 for the six months ended June 30, 2024. The increase in product development expenses of $305,424 is due to the timing of development expenses in connection with the private label beer. We expect 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.
Current wording
For the nine months ended September 30, 2025, we incurred product development expenses of $902,033 compared to product development expenses of $713,883 for the nine months ended September 30, 2024. The increase in product development expenses of $188,150 is due to the timing of development expenses in connection with the private label beer. We expect 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.
Previous wording
For the six months ended June 30, 2025, we incurred marketing and brand development expenses of $1,666,297 compared to marketing and brand development expenses of $564,710 for the six months ended June 30, 2024. The increase in marketing and brand development expenses of $1,101,587 (or 195% period over period) relates primarily to market awareness efforts for American Rebel Beer as well as expenses associated with our Tony Stewart activities and general push forward on sales efforts.
Current wording
For the nine months ended September 30, 2025, we incurred marketing and brand development expenses of $2,406,274 compared to marketing and brand development expenses of $1,189,219 for the nine months ended September 30, 2024. The increase in marketing and brand development expenses of $1,217,055 (or 102% period over period) relates primarily to market awareness efforts for American Rebel Beer as well as expenses associated with our Tony Stewart activities and general push forward on sales efforts.
Previous wording
For the six months ended June 30, 2025, we incurred administrative and other expense of $2,795,160 compared to administrative and other expense of $1,908,677 for the six months ended June 30, 2024. The increase in administrative and other expense of $886,483 (or 46% period over period) relates directly to increased professional fees including accounting and legal fees.
Current wording
For the nine months ended September 30, 2025, we incurred administrative and other expense of $4,397,199 compared to administrative and other expense of $3,323,566 for the nine months ended September 30, 2024. The increase in administrative and other expense of $1,073,633 (or 32% period over period) relates directly to increased professional fees including accounting and legal fees.
Previous wording
For the six months ended June 30, 2025, we incurred depreciation and amortization expense of $72,875 compared to depreciation and amortization expense of $54,996 for the three months ended June 30, 2025. The increase primarily relates to amortization related to intangible assets.
Current wording
For the nine months ended September 30, 2025, we incurred depreciation and amortization expense of $109,913 compared to depreciation and amortization expense of $109,813 for the nine months ended September 30, 2025. Depreciation and amortization expense remained consistent, and we expect it to remain consistent.
Previous wording
For the three months ended June 30, 2025, we incurred interest expense of $430,183 compared to interest expense of $1,055,282 for the three months ended June 30, 2024. The decrease in interest expense of $625,099 is due to a significant number of notes we have entered into and subsequently converted or modified.
Current wording
For the nine months ended September 30, 2025, we incurred interest expense of $1,483,357 compared to interest expense of $2,128,357 for the nine months ended September 30, 2024 The decrease in interest expense of $645,000 is due to a significant number of notes we have entered into and subsequently converted or modified.
Previous wording
For the six months ended June 30, 2025, we incurred a loss on debt extinguishment of $12,317,785 and loss on settlement of liability of $2,579,509 compared to a loss on extinguishment of debt of $250,000 for the six months ended June 30, 2024. This is due to several additional conversions of debt into equity during the six months ended June 30, 2025.
Current wording
For the nine months ended September 30, 2025, we incurred a loss on debt extinguishment of $13,531,557 and loss on settlement of liability of $2,586,509 compared to a loss on extinguishment of debt of $312,505 for the nine months ended September 30, 2024. This is due to several additional conversions of debt into equity during the nine months ended September 30, 2025 as well as the amended Streeterville loan payable.
Previous wording
Net loss for the six months ended June 30, 2025 amounted to $23,196,999, resulting in a loss per share of $(7.15), compared to a net loss of $7,954,282 for the six months ended June 30, 2024, resulting in a loss per share of $(304.38) (adjusted for various reverse stock splits). The increase in the net loss for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 is primarily due to a myriad of expenses that we incurred, such as professional and legal fees, increased costs in marketing, and the softening of gross margin on sales as well as the significant loss on debt extinguishment as mentioned above.
Current wording
Net loss for the nine months ended September 30, 2025 amounted to $28,427,026, resulting in a loss per share of $(113.30), compared to a net loss of $9,702,239 for the nine months ended September 30, 2024, resulting in a loss per share of $(6,664.86) (adjusted for various reverse stock splits). The increase in the net loss for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 is primarily due to a myriad of expenses that we incurred, such as professional and legal fees, increased costs in marketing, and the softening of gross margin on sales as well as the significant loss on debt extinguishment as mentioned above.
Previous wording
We are a company still in the growth and acquisition stage and our revenue from operations does not cover our operating expenses. Working capital decreased by $4,302,288 period over period where we had a working capital deficit of $(8,940,228) at December 31, 2024 compared to a working capital deficit balance of $(4,637,940) at June 30, 2025. This working capital decrease was due to increased expenses launching new products and slowing sales in its legacy business. We have funded our operations primarily through the issuance of capital stock, convertible debt, and other securities and will continue so into the near future and beyond.
Current wording
We are a company still in the growth and acquisition stage and our revenue from operations does not cover our operating expenses. Working capital decreased by $8,709,796 period over period where we had a working capital deficit of $(8,940,228) at December 31, 2024 compared to a working capital deficit balance of $(17,650,023) at September 30, 2025. This working capital decrease was due to increased expenses launching new products and slowing sales in its legacy business. We have funded our operations primarily through the issuance of capital stock, convertible debt, and other securities and will continue so into the near future and beyond.
Previous wording
During the six months ended June 30, 2025, we reduced anticipated cash outflows of $25.3 million through the issuance of common stock in exchange for settlement of our outstanding debt and payables.
Current wording
During the nine months ended September 30, 2025, we reduced anticipated cash outflows of $27.7 million through the issuance of common stock in exchange for settlement of our outstanding debt and payables.
Previous wording
Over the past twelve months, we entered into various working capital notes with a total balance of $6,860,490 as of June 30, 2025. The promissory notes have various terms – refer to Note 8 of our consolidated financial statements for the specific terms of each promissory note.
Current wording
Over the past twelve months, we entered into various working capital notes with a total balance of $18,453,772 as of September 30, 2025. The promissory notes have various terms – refer to Note 10 of our consolidated financial statements for the specific terms of each promissory note.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Below is a summary of potential upcoming product offerings: