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. 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 three and six months ended June 30, 2026 of ($5,980,817) and ($12,835,048), respectively. The Company’s accumulated deficit was ($112,367,197) as of June 30, 2026 and ($99,411,489) as of December 31, 2025. The Company’s working capital deficit was ($19,423,645) as of June 30, 2026, compared to a working capital deficit of ($20,321,313) as of December 31, 2025. On February 4, 2026, the Company received a written notice (the “Notice”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Nasdaq staff (the “Staff”) determined that the Company’s common stock failed to maintain a minimum bid price of $1.00 per share for 30 consecutive business days, in violation of Nasdaq Listing Rule 5550(a)(2) (the “Rule”). As a result of non-compliance with the Rule, the Staff determined to delist the Company’s securities (common stock (“AREB”) and publicly traded warrants (“AREBW”)) from The Nasdaq Capital Market at the opening of business on February 13, 2026, unless the Company was to request an appeal of the determination by February 11, 2026. On February 11, 2026, the Company requested a hearing and appealed the Staff’s delisting determination. The filing of the hearing request resulted in a stay of any suspension or delisting action pending the conclusion of the hearing process. The Nasdaq appeal hearing was held on March 24, 2026. On March 23, 2026, the Company effectuated a 1-for-100 reverse stock split, which resulted in the Company failing to comply with the minimum 500,000 publicly held shares requirement for continued inclusion set forth in Nasdaq Listing Rule 5550(a)(4). The Company’s common stock was halted from trading pending compliance with the minimum publicly held share rule through April 27, 2026.

On May 12, 2026, the Company received notice from the Nasdaq appeal panel denying the Company’s request to continue its listing on Nasdaq. Trading in the Company’s securities was suspended at the open of trading on May 13, 2026. The Company declined to appeal the decision to the Nasdaq Listing and Hearing Review Council and focused on listing on the OTC Markets. On May 13, 2026, the Company began trading under the OTC Pink designation. The Company was moved to the OTCID designation on June 29, 2026 and began trading under that designation on June 30, 2026. The Company is now evaluating market conditions and options for potential reclassification to the OTCQB or the OTCQX tier. Additionally, the Company is closely monitoring the new national exchange, The Texas Stock Exchange (TXSE), and will continue to evaluate future opportunities to relist on a National Exchange such as the NYSE, Nasdaq, or the TXSE.

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.

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. As indicated in the footnotes to the consolidated financial statements, most of the current debt instruments are charging high interest rates. These interest payments and/or premium repayments and prepayments may make it difficult for the Company to enter into new debt agreements. 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.