SecProbe.io

CORRESP
 1
 filename1.htm

 AMERICAN
REBEL HOLDINGS, INC.

 218
3 rd Avenue North, #400

 Nashville,
TN 37201

 November
24, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Manufacturing

 100
F Street, N.E.

 Washington,
DC 20549

 Re:
REQUEST FOR ACCELERATION OF EFFECTIVENESS

 Requested
Date: November 26, 2025

 Requested
Time: 4:00 p.m., Eastern Time

 Ladies
and Gentlemen:

 American
Rebel Holdings, Inc. (the "Company") hereby requests that the effective date of the Company's Registration Statement
on Form S-1 (File No. 333-290744), be accelerated pursuant to Rule 461 under the Securities Act of 1933, as amended, so that it is declared
and becomes effective at 4:00 p.m. Eastern Time on November 26, 2025, or as soon thereafter as possible.

 Please
contact our counsel, Anthony N DeMint of DeMint Law, PLLC, at (702) 714-0889, with any questions you may have regarding this request.
In addition, the Company requests that you kindly notify Mr. DeMint by telephone when this request for acceleration has been granted.

 Sincerely
 yours,

 AMERICAN
 REBEL HOLDINGS, INC.

 /s/
 Charles A. Ross, Jr.

 Charles
 A. Ross, Jr.

 Chief
 Executive Officer

CORRESP
 1
 filename1.htm

 AMERICAN
REBEL HOLDINGS, INC.

 5115
Maryland Way, Suite 303

 Brentwood,
TN 37027

 June
26, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Manufacturing

 100
F Street, N.E.

 Washington,
DC 20549

 Re:
 American
 Rebel Holdings, Inc.

 Registration
 Statement on Form S-1, File No. 333-286644

 REQUEST
FOR ACCELERATION OF EFFECTIVENESS

 Requested
Date: June 27, 2025

 Requested
Time: 5:00 p.m., Eastern Time

 Ladies
and Gentlemen:

 American
Rebel Holdings, Inc. (the "Company") hereby requests that the effective date of the Company's Registration Statement
on Form S-1 (File No. 333-286644), be accelerated pursuant to Rule 461 under the Securities Act of 1933, as amended, so that it is declared
and becomes effective at 5:00 p.m. Eastern Time on June 27, 2025, or as soon thereafter as possible.

 Please
contact our counsel, Steven A. Lipstein of Lucosky Brookman LLP, at (732) 395-4416, with any questions you may have regarding this request.
In addition, the Company requests that you kindly notify Mr. Lipstein by telephone when this request for acceleration has been granted.

 Sincerely
 yours,

 AMERICAN
 REBEL HOLDINGS, INC.

 /s/
 Charles A. Ross, Jr.

 Charles
 A. Ross, Jr.

 Chief
 Executive Officer

CORRESP
 1
 filename1.htm

 American
Rebel Holdings, Inc.

 5115
Maryland Way, Suite 303

 Brentwood,
Tennessee 37027

 June
20, 2025

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Manufacturing

 100
F Street, N.E.

 Washington,
DC 20549

 Attention:
Ms. Erin Purnell

 Re:
 American
 Rebel Holdings, Inc.

 Amendment
 No. 1 to Registration Statement on Form S-1

 Submitted
 June 3, 2025

 File
 No. 333-286644

 Ladies
and Gentlemen:

 By
letter dated June 5, 2025, the staff (the " Staff ", " you " or " your ") of the U.S.
Securities and Exchange Commission (the " Commission ") provided American Rebel Holdings, Inc. (the " Company ",
" we ", " us " or " our ") with its comments to the Company's Amendment No.
1 to Registration Statement on Form S-1 submitted on June 3, 2025. We are in receipt of your letter and we have set forth below our responses
to the Staff's comments. For your convenience, the comments are listed below, followed by the Company's responses.

 Amendment
No. 1 to Registration Statement on Form S-1 submitted June 3, 2025

 Security
Ownership of Certain Beneficial Owners and Management, page 21

 1.
 We
 note that the presentation in this table assumes the conversion of the Series A Preferred Stock into shares of Common Stock. Since
 each share of Series A Preferred Stock is entitled to cast 1,000 votes per share, but is convertible into 500 shares of Common Stock,
 your presentation does not appear to accurately reflect the current beneficial ownership of your voting securities. Please revise
 the disclosure in the table and where appropriate throughout the prospectus to reflect the beneficial ownership of your voting securities
 consistent with Item 403(a) of Regulation S-K. In addition, please revise your disclosure in the column titled "Percentage
 of Common Stock Outstanding" to reflect each of Messrs. Ross, Grau and Lambrecht's voting percentages as individuals.
 You should continue to present all directors and officers as a group in the final row of the table.

 Response:
We have revised our disclosure on page 21 of the Amendment No. 2 to Registration Statement on Form S-1 (the " Amendment ")
to reflect the current beneficial ownership of our voting securities. We note that our disclosure in the column titled "Percentage
of Common Stock Outstanding" reflects each of Messrs. Ross, Grau and Lambrecht's voting percentages as individuals.

 Incorporation
of Certain Information By Reference, page 35

 2.
 Please
 revise this section to incorporate by reference the amended annual report on Form 10-K/A filed April 30, 2025, the quarterly report
 on Form 10-Q filed May 15, 2025, and the current report on Form 8-K filed May 30, 2025.

 Response:
We have revised the disclosure on page 35 of the Amendment to incorporate by reference the amended annual report on Form 10-K/A filed
April 30, 2025, the quarterly report on Form 10-Q filed May 15, 2025, and the current reports on Form 8-K filed May 30, 2025,
June 11, 2025, and June 13, 2025.

 Thank
you for your assistance in reviewing our amended submission.

 Very
 truly yours,

 /s/
 Corey Lambrecht

 Corey
 Lambrecht

 Chief
 Operating Officer and Director

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 5, 2025

Corey Lambrecht
Chief Operating Officer and Director
AMERICAN REBEL HOLDINGS INC
5115 Maryland Way, Suite 303
Brentwood, TN 37027

 Re: AMERICAN REBEL HOLDINGS INC
 Amendment No. 1 to
 Registration Statement on Form S-1
 Filed June 3, 2025
 File No. 333-286644
Dear Corey Lambrecht:

 We have reviewed your amended registration statement and have the
following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Amendment No. 1 to Registration Statement on Form S-1
Security Ownership of Certain Beneficial Owners and Management, page 21

1. We note that the presentation in this table assumes the conversion of
the Series A
 Preferred Stock into shares of Common Stock. Since each share of Series
A Preferred
 Stock is entitled to cast 1,000 votes per share, but is convertible into
500 shares of
 Common Stock, your presentation does not appear to accurately reflect
the current
 beneficial ownership of your voting securities. Please revise the
disclosure in the table
 and where appropriate throughout the prospectus to reflect the
beneficial ownership of
 your voting securities consistent with Item 403(a) of Regulation S-K. In
addition,
 please revise your disclosure in the column titled "Percentage of Common
Stock
 Outstanding" to reflect each of Messrs. Ross, Grau and Lambrecht's
voting
 percentages as individuals. You should continue to present all directors
and officers as
 June 5, 2025
Page 2

 a group in the final row of the table.
Incorporation of Certain Information By Reference, page 35

2. Please revise this section to incorporate by reference the amended
annual report on
 Form 10-K/A filed April 30, 2025, the quarterly report on Form 10-Q
filed May 15,
 2025, and the current report on Form 8-K filed May 30, 2025.
 Please contact Erin Purnell at 202-551-3454 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 American
Rebel Holdings, Inc.

 5115
Maryland Way, Suite 303

 Brentwood,
Tennessee 37027

 June
2, 2025

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Manufacturing

 100
F Street, N.E.

 Washington,
DC 20549

 Attention:
Ms. Erin Purnell

 Re:
 American
 Rebel Holdings, Inc.

 Registration
 Statement on Form S-1

 Submitted
 April 18, 2025

 File
 No. 333-286644

 Ladies
and Gentlemen:

 By
letter dated May 8, 2025, the staff (the " Staff ", " you " or " your ") of the U.S.
Securities and Exchange Commission (the " Commission ") provided American Rebel Holdings, Inc. (the " Company ",
" we ", " us " or " our ") with its comments to the Company's Registration Statement
on Form S-1 submitted on April 18, 2025. We are in receipt of your letter and we have set forth below our responses to the Staff's
comments. For your convenience, the comments are listed below, followed by the Company's responses.

 Registration
Statement on Form S-1 submitted April 18, 2025

 Description
of Capital Stock, page 24

 1.
 Please
 expand your disclosure to provide a brief description of the "piggy-back" registration rights. We note your disclosure
 on the cover page that 1,082,768 shares of common stock are being registered pursuant to piggy-back registration rights. This appears
 inconsistent with your disclosure on page 13. Please revise or advise. Further, please confirm these securities have been issued
 in compliance with Question 139.06 of the Division's Securities Act Sections Compliance and Disclosure Interpretations.

 Response:
We have provided a description of the "piggy-back" registration rights on page 8 of the Amendment No. 1 to Registration Statement
on Form S-1 (the " Amendment "). We have also revised the disclosure on page 13 of the Amendment to clarify that 1,082,768
shares of common stock are being registered pursuant to piggy-back registration rights. We further confirm that all of the shares underlying
Series D Convertible Preferred Stock, prefunded warrants and the OID notes have been issued.

 General

 2.
 We
 note your disclosure that the Series A Preferred Stock has superior voting rights of 1,000 to 1 over shares of common stock. Please
 revise your cover page, summary, and risk factors section to address the disparate voting rights.

 Response:
We have revised the disclosure on the cover page, summary and risk factors section of the Amendment to address the superior voting rights
of Series A Preferred Stock.

 3.
 We
 note your disclosure on pages 15 and 20 regarding the beneficial ownership by management. If applicable, please revise to disclose
 your controlled company status and whether you intend to rely on exemptions from certain corporate governance requirements.

 Response:
We have revised the disclosure on pages 15 and 20 of the Amendment to note that we are a controlled company but we do not intend to rely
on exemptions from corporate governance requirements afforded to controlled companies.

 Thank
you for your assistance in reviewing our amended submission.

 Very
 truly yours,

 /s/ Corey
 Lambrecht

 Corey
 Lambrecht

 Chief
 Operating Officer and Director

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 8, 2025

Corey Lambrecht
Chief Operating Officer and Director
AMERICAN REBEL HOLDINGS INC
5115 Maryland Way, Suite 303
Brentwood, TN 37027

 Re: AMERICAN REBEL HOLDINGS INC
 Registration Statement on Form S-1
 Filed April 18, 2025
 File No. 333-286644
Dear Corey Lambrecht:

 We have conducted a limited review of your registration statement and
have the
following comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1 filed April 18, 2025
Description of Capital Stock, page 24

1. Please expand your disclosure to provide a brief description of the
piggy-back
 registration rights. We note your disclosure on the cover page that
1,082,768 shares of
 common stock are being registered pursuant to piggy-back registration
rights. This
 appears inconsistent with your disclosure on page 13. Please revise or
advise. Further,
 please confirm these securities have been issued in compliance
 with Question 139.06 of the Division s Securities Act Sections
Compliance and
 Disclosure Interpretations.
General

2. We note your disclosure that the Series A Preferred Stock has superior
voting rights of
 1,000 to 1 over shares of common stock. Please revise your cover page,
summary, and
 May 8, 2025
Page 2

 risk factors section to address the disparate voting rights.
3. We note your disclosure on pages 15 and 20 regarding the beneficial
ownership by
 management. If applicable, please revise to disclose your controlled
company
 status and whether you intend to rely on exemptions from certain
corporate
 governance requirements.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Erin Purnell at 202-551-3454 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
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American
Rebel Holdings, Inc.

909
18th Avenue South, Suite A

Nashville,
Tennessee 37212

March
11, 2024

VIA
EDGAR

Patrick
Fullem and Jay Ingram

Division
of Corporation Finance

Office
of Manufacturing

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

    Re:
    American
    Rebel Holdings, Inc.

    Offering
    Statement on Form 1-A

    File
    No. 024-12357

    Filed
    on November 13, 2023, as amended

Dear
Messrs. Fullem and Ingram:

On
behalf of the Company, I respectfully request that the qualification date of the offering statement be accelerated and that the offering
statement be declared qualified on March 13, 2024 at 4:00 p.m. EDT, or as soon thereafter as is reasonably practicable.

In
making this request, the Company acknowledges the following:

    ●
    should
    the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare
    the filing qualified, it does not foreclose the Commission from taking any action with respect to the filing;

    ●
    the
    action of the Commission or the staff, acting pursuant to delegated authority, to declare the filing qualified does not relieve the
    Company from its full responsibility for the adequacy and accuracy of disclosure in the filing; and

    ●
    the
    Company may not assert staff comments and/or qualification as a defense in any proceeding initiated by the Commission or any person
    under the federal securities law of the United States.

    Very
    truly yours,

    /s/
    Charles A. Ross, Jr.

    Charles
    A. Ross, Jr.

    CEO

CORRESP
1
filename1.htm

DeMint
Law, PLLC

Anthony
N. DeMint

Managing
Member

    3753
    Howard Hughes Parkway
    Direct
    Dial:
    (702)
    714-0889

    Second
    Floor, Suite 314
    Cellular:
    (702)
    232-4842

    Las
    Vegas, Nevada  89169
    email:

    anthony@demintlaw.com

March
7, 2024

VIA
EDGAR

Mr.
Patrick Fullem

Division
of Corporation Finance

Office
of Manufacturing

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

    Re:
    American
    Rebel Holdings, Inc.

    Amendment
    No. 1 to Offering Statement on Form 1-A

    File
    No. 024-12357

    Filed
    on February 22, 2024

Dear
Mr. Fullem:

We
have set forth below the responses of American Rebel Holdings, Inc. (“American Rebel” or the “Company”) to the
comments contained in the comment letter dated March 6, 2024 from the staff of the Securities and Exchange Commission (the “Staff”).
The Company is concurrently filing via EDGAR Amendment No. 2 to Registration Statement on Form 1-A (the “Registration Statement”).
The Registration Statement reflects the Company’s responses to the Staff’s comment. To expedite your review, we are also
filing the Registration Statement marked to show changes from the filing on February 22, 2024. All page references in the Company’s
responses are to the marked copies of the Registration Statement. For ease of reference, we reproduce below the relevant comments, and
include under each comment the Company’s response.

Amendment
No. 1 to Offering Statement on Form 1-A filed February 22, 2024

Executive
Compensation, page 67

1.
Comment: Please update your compensation disclosure to reflect the fiscal year ended December 31, 2023.

Response:
The Executive Compensation disclosure in the Registration Statement has been revised to include compensation through the fiscal year
ended December 31, 2023.

If
you have any questions or comments concerning the matters discussed above, please call the undersigned at 702-714-0889.

    Respectfully
    submitted,

    /s/
    Anthony N. DeMint

    Anthony
    N. DeMint

  cc:
  Mr. Charles A. Ross, Jr., American Rebel Holdings, Inc.

United States securities and exchange commission logo
March 6, 2024
Charles Ross, Jr.
Chief Executive Officer
American Rebel Holdings, Inc.
909 18th Avenue South, Suite A
Nashville, TN 37212
Re:American Rebel Holdings, Inc.
Amendment No. 1 to Offering Statement on Form 1-A
File No. 024-12357
Filed February 22, 2024
Dear Charles Ross, Jr.:
            We have reviewed your amended offering statement and have the following comment(s).
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your offering statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our December 8, 2023 letter.
Amendment No. 1 to Offering Statement on Form 1-A filed February 22, 2024
Executive Compensation, page 67
1.Please update your compensation disclosure to reflect the fiscal year ended December 31,
2023.

 FirstName LastNameCharles Ross, Jr.
 Comapany NameAmerican Rebel Holdings, Inc.
 March 6, 2024 Page 2
 FirstName LastName
Charles Ross, Jr.
American Rebel Holdings, Inc.
March 6, 2024
Page 2
            Please contact Patrick Fullem at 202-551-8337 or Jay Ingram at 202-551-3397 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Anthony DeMint

CORRESP
1
filename1.htm

DeMint
Law, PLLC

Anthony
N. DeMint

Managing
Member

    3753
    Howard Hughes Parkway

    Direct
    Dial:

    (702)
    714-0889

    Second
    Floor, Suite 314

    Cellular:

    (702)
    232-4842

    Las
    Vegas, Nevada 89169

    email:

    anthony@demintlaw.com

February
22, 2024

VIA
EDGAR

Mr.
Patrick Fullem

Division
of Corporation Finance

Office
of Manufacturing

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

 Re: American
                                            Rebel Holdings, Inc.
 Offering Statement on Form 1-A

                                                                                File
                                            No. 024-12357

Filed
on November 13, 2023

Dear
Mr. Fullem:

We
have set forth below the responses of American Rebel Holdings, Inc. (“American Rebel” or the “Company”) to the
comments contained in the comment letter dated December 8, 2023 from the staff of the Securities and Exchange Commission (the “Staff”).
The Company is concurrently filing via EDGAR Amendment No. 1 to Registration Statement on Form 1-A (the “Registration Statement”).
The Registration Statement reflects the Company’s responses to the Staff’s comments. To expedite your review, we are also
filing the Registration Statement marked to show changes from the filing on November 13, 2023. All page references in the Company’s
responses are to the marked copies of the Registration Statement. For ease of reference, we reproduce below the relevant comments, and
include under each comment the Company’s response.

Offering
Statement on Form 1-A filed November 13, 2023

General

1.
Comment: Revise your offering circular, including the cover page, to clearly disclose that the securities you are offering and seeking
to qualify under Regulation A to include the Common Stock available upon conversion of the Series C Redeemable Convertible Preferred
Stock. State the maximum amount of securities issuable upon the conversion of any convertible securities and the fixed rate at which
such conversion will occur. Your revisions should include updating the tabular disclosure on your cover page showing the “Securities
Offered by the Company” and revising Item 4 of Part I of your Form 1-A offering statement.

Response:
The Registration Statement has been revised to disclose the maximum number of shares of Common Stock available upon conversion of
the Series C Redeemable Convertible Preferred Stock is 13,333,330 shares, assuming all shares of Series C Redeemable Convertible Preferred
Stock are sold.

Mr.
Patrick Fullem

Division
of Corporation Finance

Office
of Manufacturing

United
States Securities and Exchange Commission

February
22, 2024

Page
2

2.
Comment: We note your Form 8-K filed on October 27, 2023 concerning the notification of potential delisting from the Nasdaq Stock
Market LLC. Please revise to include relevant disclosure concerning the notification.

Response:
The Registration Statement has been revised to include disclosure of the potential delisting from the Nasdaq Stock Market LLC.

Plan
of Distribution

Exchange
Listing, page 81

3.
Comment: We note your disclosure here and on the cover page that you intend to apply to have the Series C Preferred Stock listed
on the Nasdaq Capital Market. We also note on page 26 your disclosure that you have no current plans to pursue a public market for the
Series C Preferred Stock. Please revise or advise.

Response:
We have revised the risk factor disclosures on page 26 of the Registration Statement to disclose the Company’s intention to
list the Series C Preferred Stock on the Nasdaq Capital Market following the final closing.

Forum
Selection Provision, page 87

4.
Comment: We note your disclosure that the subscription agreement contains an exclusive forum provision. It does not appear Exhibit
4.1 contains an exclusive forum provision. Please revise or advise. If the subscription agreement does contain an exclusive forum provision,
please revise to include appropriate risk factor disclosure.

Response:
We have revised Exhibit 4.1 to include an exclusive forum provision and added a risk factor disclosing the provision.

Exhibits

5.
Comment: We note a number of exhibits that are not text-searchable. Please refile your exhibits in the proper text-searchable format.
Please refer to Section 5.2.3.6 of the EDGAR Filer Manual (Volume II) and Item 301 of Regulation S-T.

Response:
We have refiled exhibits in the proper text-searchable format.

If
you have any questions or comments concerning the matters discussed above, please call the undersigned at 702-714-0889.

  Respectfully
submitted,

  /s/
  Anthony N. DeMint

  Anthony
  N. DeMint

  cc:

  Mr.
  Charles A. Ross, Jr., American Rebel Holdings, Inc.

United States securities and exchange commission logo
December 8, 2023
Doug Grau
President
AMERICAN REBEL HOLDINGS INC
909 18th Avenue South, Suite A
Nashville, Tennessee 37212
Re:AMERICAN REBEL HOLDINGS INC
Offering Statement on Form 1-A
File No. 024-12357
Filed on November 13, 2023
Dear Doug Grau:
            We have reviewed your offering statement and have the following comment(s).
             Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response. After
reviewing any amendment to your offering statement and the information you provide in
response to this letter, we may have additional comments.
Offering Statement on Form 1-A filed November 13, 2023
General
1.Revise your offering circular, including the cover page, to clearly disclose that the
securities you are offering and seeking to qualify under Regulation A to include the
Common Stock available upon conversion of the Series C Redeemable
Convertible Preferred Stock. State the maximum amount of securities issuable upon the
conversion of any convertible securities and the fixed rate at which such conversion will
occur. Your revisions should include updating the tabular disclosure on your cover page
showing the "Securities Offered by the Company" and revising Item 4 of Part I of your
Form 1-A offering statement.
2.We note your Form 8-K filed on October 27, 2023 concerning the notification of potential
delisting from the Nasdaq Stock Market LLC. Please revise to include relevant disclosure
concerning the notification.

 FirstName LastNameDoug Grau
 Comapany NameAMERICAN REBEL HOLDINGS INC
 December 8, 2023 Page 2
 FirstName LastName
Doug Grau
AMERICAN REBEL HOLDINGS INC
December 8, 2023
Page 2
Plan of Distribution
Exchange Listing, page 81
3.We note your disclosure here and on the cover page that you intend to apply to have the
Series C Preferred Stock listed on the Nasdaq Capital Market. We also note on page 26
your disclosure that you have no current plans to pursue a public market for the Series C
Preferred Stock. Please revise or advise.
Forum Selection Provision, page 87
4.We note your disclosure that the subscription agreement contains an exclusive forum
provision. It does not appear Exhibit 4.1 contains an exclusive forum provision. Please
revise or advise. If the subscription agreement does contain an exclusive forum provision,
please revise to include appropriate risk factor disclosure.
Exhibits
5.We note a number of exhibits that are not text-searchable. Please refile your exhibits in
the proper text-searchable format. Please refer to Section 5.2.3.6 of the EDGAR Filer
Manual (Volume II) and Item 301 of Regulation S-T.
            We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff. We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
            Please contact Patrick Fullem at 202-551-8337 or Jay Ingram at 202-551-3397 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
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AMERICAN
REBEL HOLDINGS, INC.

909
18th Avenue South, Suite A

Nashville,
Tennessee 37212

November 1, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    American Rebel Holdings, Inc.

    Registration Statement on Form S-3, as amended

    File No. 333-274909

ACCELERATION
REQUEST

    Requested Date:
    November
    3, 2023

    Requested Time:
    4:00 P.M. Eastern Time

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Act”), American Rebel Holdings, Inc. (the “Company”)
hereby requests that the effective date of the above-referenced registration statement (“the Registration Statement”)
be accelerated to November 3, 2023, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable. In making this acceleration
request, the Company acknowledges that it is aware of its responsibilities under the Act.

Once
the Registration Statement is effective, please orally confirm the event with our counsel, Scott E. Linsky of Lucosky Brookman LLP, at
(732) 395-4408. Thank you very much.

    Sincerely yours,

    AMERICAN REBEL HOLDINGS, INC.

    /s/ Charles
    A. Ross, Jr.

    Charles A. Ross, Jr.

    Chief Executive Officer

    cc:
    Scott E. Linsky, Esq.

United States securities and exchange commission logo
October 23, 2023
Doug Grau
President
AMERICAN REBEL HOLDINGS INC
909 18th Avenue South, Suite A
Nashville, Tennessee 37212
Re:AMERICAN REBEL HOLDINGS INC
Registration Statement on Form S-3
Filed on October 10, 2023
File No. 333-274909
Dear Doug Grau:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Sarah Sidwell at 202-551-4733 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Scott Linsky

CORRESP
1
filename1.htm

American
Rebel Holdings, Inc.

909
18th Avenue South, Suite A

Nashville,
Tennessee, 37212

August
4, 2023

VIA
EDGAR

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    American
    Rebel Holdings, Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-273379

Ladies
and Gentlemen:

In
accordance with Rule 461 of the Securities Act of 1933, as amended, American Rebel Holdings, Inc. (the “Company”) hereby
respectfully requests that the effective date of the above-referenced registration statement be accelerated so that it will be declared
effective at 5:00 p.m. Eastern Time on Tuesday, August 8, 2023, or as soon thereafter as possible.

*
* * *

Very
Truly Yours,

    American
    Rebel Holdings, Inc.

    /s/
    Charles A. Ross, Jr.

    Charles
    A. Ross, Jr.

    Chief
    Executive Officer

CORRESP
1
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AMERICAN
REBEL HOLDINGS, INC.

909
18TH AVENUE SOUTH, SUITE A

NASHVILLE,
TENNESSEE 37212

August
3, 2023

Patrick
Fullem

U.S.
Securities & Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    American
    Rebel Holdings, Inc.

    Registration
    Statement on Form S-1

    Filed
    July 21, 2023

    File
    No. 333-273379

Dear
Mr. Fullem:

By
letter dated August 1, 2023, the staff (the “Staff,” “you” or “your”) of the
U.S. Securities & Exchange Commission (the “Commission”) provided American Rebel Holdings, Inc. (the “Company,”
“we,” “us” or “our”) with its comments to the Company’s Form S-1 filed
on July 21, 2023. We are in receipt of your letter and set forth below are the Company’s responses to the Staff’s comments.
For your convenience, the comments are listed below, followed by the Company’s responses.

Registration
Statement on Form S-1 filed July 21, 2023

General

    1.
    Please
    file the audited financial statements of the Champion Entities as of and for the years ended December 31, 2021, and 2020, and the
    unaudited pro forma financial statements for the registrant, giving effect to the acquisition of the Champion Entities, as of and
    for the three months ended March 31, 2022, and 2021, or explain why you do not believe that you are required to do so.

    RESPONSE:
    On the date hereof, we are filing Amendment No. 1 to Registration Statement on Form S-1 (the “Amendment”). The Amendment
    incorporates the requested financial statements by reference to Exhibits 99.1, 99.2, and 99.3 filed as exhibits to a Current Report
    on Form 8-K filed by the Company with the Commission on July 6, 2022.

Thank
you for your assistance in reviewing this filing.

Very
Truly Yours,

Charles
Ross, Jr.

Chief
Executive Officer

American
Rebel Holdings, Inc.

United States securities and exchange commission logo
August 1, 2023
Charles Ross, Jr.
Chief Executive Officer
American Rebel Holdings, Inc.
909 18th Avenue South, Suite A
Nashville, TN 37212
Re:American Rebel Holdings, Inc.
Registration Statement on Form S-1
Filed July 21, 2023
File No. 333-273379
Dear Charles Ross:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed July 21, 2023
General
1.Please file the audited financial statements of the Champion Entities as of and for the
years ended December 31, 2021, and 2020, and the unaudited pro forma financial
statements for the registrant, giving effect to the acquisition of the Champion Entities, as
of and for the three months ended March 31, 2022, and 2021, or explain why you do not
believe that you are required to do so.

 FirstName LastNameCharles Ross, Jr.
 Comapany NameAmerican Rebel Holdings, Inc.
 August 1, 2023 Page 2
 FirstName LastName
Charles Ross, Jr.
American Rebel Holdings, Inc.
August 1, 2023
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Patrick Fullem at (202) 551-8337 or Erin Purnell at (202) 551-3454 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Steven Lipstein

CORRESP
1
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American
Rebel Holdings, Inc.

909
18th Avenue South, Suite A

Nashville,
Tennessee, 37212

August
10, 2022

VIA
EDGAR

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    American
    Rebel Holdings, Inc.

    Registration
    Statement on Form S-1

    File
    No. 333- 266559

Ladies
and Gentlemen:

In
accordance with Rule 461 of the Securities Act of 1933, as amended, American Rebel Holdings, Inc. (the “Company”) hereby
respectfully requests that the effective date of the above-referenced registration statement be accelerated so that it will be declared
effective at 5:00 p.m. Eastern Time on Friday, August 12, 2022, or as soon thereafter as possible.

*
* * *

Very
Truly Yours,

    American
    Rebel Holdings, Inc.

    /s/
    Charles A. Ross, Jr.

    Charles
    A. Ross, Jr.

    Chief
    Executive Officer

United States securities and exchange commission logo
August 10, 2022
Charles A. Ross, Jr
Chief Executive Officer
AMERICAN REBEL HOLDINGS, INC
909 18th Avenue South, Suite A
Nashville, Tennessee, 37212
Re:AMERICAN REBEL HOLDINGS INC
Registration Statement on Form S-1
Filed August 5, 2022
File No. 333-266559
Dear Mr. Ross:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Erin Donahue at 202-551-6063 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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American
Rebel Holdings, Inc.

718
Thompson Lane

Suite
108-199

Nashville,
Tennessee 37204

May
11, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

Attention:
Bradley Ecker

Re:
American Rebel Holdings, Inc.

Registration
Statement on Form S-1

File
No. 333-264338

Dear
Mr. Herbers:

In
accordance with Rule 461 of the Securities Act of 1933, as amended, American Rebel Holdings, Inc. hereby respectfully requests that the
effective date of the above-captioned Registration Statement on Form S-1 be accelerated so that it will be declared effective at 4:00
p.m. Eastern Time on Friday, May 13, 2022, or as soon thereafter as possible.

    Very truly yours,

    American
    Rebel Holdings, Inc.

    By:

    /s/
    Doug E. Grau

    Name:

    Doug E. Grau

    Title:
    President

United States securities and exchange commission logo
April 26, 2022
Doug Grau
President
American Rebel Holdings Inc.
718 Thompson Lane, Suite 108-199
Nashville, Tennessee 37204
Re:American Rebel Holdings Inc.
Registration Statement on Form S-1
Filed April 15, 2022
File No. 333-264338
Dear Mr. Grau:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Adele Hogan

CORRESP
1
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EF
Hutton,

Division
of Benchmark Investments, LLC

590
Madison Avenue, 39th Floor

New
York, NY 10022

February
3, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    American
    Rebel Holdings, Inc.

    Registration
    Statement on Form S-1, as amended

    Initially
    Filed November 1, 2021

    File
    No. 333-260646

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), EF Hutton, division of Benchmark Investments,
LLC, as representative of the several underwriters, hereby joins American Rebel Holdings, Inc. (the “Company”) in requesting
that the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1, as amended (File
No. 333-260646) (the “Registration Statement”), to become effective on Friday, February 4, 2022, at 5:00 p.m.,
Eastern Time, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Lucosky Brookman LLP,
request by telephone that such Registration Statement be declared effective.

Pursuant
to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Act, we wish to advise you that
copies of the Company’s Preliminary Prospectus, dated February 3, 2022, were furnished to the prospective underwriter and
distributed by the underwriter approximately as follows through the date hereof: 400+ copies to prospective underwriters, institutional
investors, dealers and others.

The
undersigned advises that it has complied and will continue to comply, and that it has been informed by the participating underwriters
and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended.

    Very
    truly yours,

    EF
    HUTTON,

    division
    of Benchmark Investments, LLC

    By:
    /s/
    Sam Fleischman

    Name:

    Sam
    Fleischman

    Title:
    Supervisory
    Principal

CORRESP
1
filename1.htm

American
Rebel Holdings, Inc.

718
Thompson Lane Suite 108-199

Nashville,
Tennessee 37204

February
3, 2022

VIA
EDGAR

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    American Rebel Holdings, Inc.

    Registration Statement on Form S-1

    Filed
    November 1, 2021, as amended

    File
    No. 333-260646

Ladies
and Gentlemen:

In
accordance with Rule 461 of the Securities Act of 1933, as amended, American Rebel Holdings, Inc. (the “Company”) hereby
respectfully requests that the effective date of the above-captioned Registration Statement (the “Filing”) be accelerated
so that it will be declared effective at 5:00 p.m. Eastern Time on Friday, February 4, 2022, or as soon thereafter as possible.

Please contact Joseph Lucosky (email: jlucosky@lucbro.com
or telephone: (732) 395-4502) of Lucosky Brookman LLP with any questions and kindly notify him when this request for acceleration
has been granted.

Very
Truly Yours,

    American Rebel Holdings, Inc.

    /s/
    Charles A. Ross

    Charles A. Ross

    Chief Executive Officer

CORRESP
1
filename1.htm

American
Rebel Holdings, Inc.

718
Thompson Lane Suite 108-199

Nashville,
Tennessee 37204

January
31, 2022

VIA
EDGAR

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    American
    Rebel Holdings, Inc

    Registration
    Statement on Form S-1

    Filed
    November 1, 2021, as amended

    File
    No. 333-260646

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on January 28, 2022, in which we requested the acceleration of the effective
date of the above-referenced Registration Statement on Form S-1 for 4:00 p.m., Eastern Time, on Monday, January 31, 2022, in accordance
with Rule 461 under the Securities Act of 1933, as amended.

We
are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request
for acceleration of the effective date.

If
you have any questions regarding this request, please contact Adele Hogan (email: ahogan@lucbro.com or telephone: (212) 417-8161) of
Lucosky Brookman LLP.

Very
Truly Yours,

    American
    Rebel Holdings, Inc.

    /s/
    Charles A. Ross

    Charles
    A. Ross

    Chief
    Executive Officer

cc:
Joseph Lucosky, Lucosky Brookman LLP

CORRESP
1
filename1.htm

EF
Hutton,

Division
of Benchmark Investments, LLC

590
Madison Avenue, 39th Floor

New
York, NY 10022

January
31, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    Re:

    American
    Rebel Holdings, Inc.

    Registration
    Statement on Form S-1, as amended

    Initially
    Filed November 1, 2021

    File
    No. 333- 260646

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on January 28, 2022, in which we, as representative of the underwriters, requested
the acceleration of the effective date of the above-referenced Registration Statement on Form S-1 for 4:00 p.m., Eastern Time, on Monday,
January 31, 2022, in accordance with Rule 461 under the Securities Act of 1933, as amended.

We
are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request
for acceleration of the effective date.

    Very
    truly yours,

    EF
    Hutton,

    Division
    of Benchmark Investments, LLC

    By:

    /s/
    Sam Fleischman

    Name:
    Sam
    Fleischman

    Title:
    Supervisory
    Principal

CORRESP
1
filename1.htm

American
Rebel Holdings, Inc.

718
Thompson Lane Suite 108-199

Nashville,
Tennessee 37204

January
28, 2022

VIA
EDGAR

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    American
    Rebel Holdings, Inc.

    Registration
    Statement on Form S-1

    Filed
    November 1, 2021, as amended

    File
    No. 333-260646

Ladies
and Gentlemen:

In
accordance with Rule 461 of the Securities Act of 1933, as amended, American Rebel Holdings, Inc. (the “Company”) hereby
respectfully requests that the effective date of the above-captioned Registration Statement (the “Filing”) be accelerated
so that it will be declared effective at 4:00 p.m. Eastern Time on Monday, January 31, 2022, or as soon thereafter as possible.

Please
contact Adele Hogan (email: ahogan@lucbro.com or telephone: (212) 417-8161) of Lucosky Brookman LLP with any questions and kindly notify
her when this request for acceleration has been granted.

Very
Truly Yours,

    American
    Rebel Holdings, Inc.

    /s/
    Charles A. Ross

    Charles
    A. Ross

    Chief
    Executive Officer

CORRESP
1
filename1.htm

EF
Hutton,

Division
of Benchmark Investments, LLC

590
Madison Avenue, 39th Floor

New
York, NY 10022

January 28, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    American
    Rebel Holdings, Inc.

    Registration
Statement on Form S-1, as amended

    Initially
Filed November 1, 2021

    File
No. 333-260646

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), EF Hutton, division of Benchmark Investments,
LLC, as representative of the several underwriters, hereby joins American Rebel Holdings, Inc. (the “Company”) in requesting
that the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1, as amended (File
No. 333-260646) (the “Registration Statement”), to become effective on Monday, January 31, 2022, at 4:00 p.m., Eastern Time,
or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Lucosky Brookman LLP, request by telephone
that such Registration Statement be declared effective.

Pursuant
to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Act, we wish to advise you that
copies of the Company’s Preliminary Prospectus, dated January 27, 2022, were furnished to the prospective underwriter and distributed
by the underwriter approximately as follows through the date hereof: 400+ copies to prospective underwriters, institutional investors,
dealers and others.

The
undersigned advises that it has complied and will continue to comply, and that it has been informed by the participating underwriters
and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended.

    Very
    truly yours,

    EF
    HUTTON,

    division
    of Benchmark Investments, LLC

    By:
    /s/
    Sam Fleischman

    Name:

    Sam
    Fleischman

    Title:
    Supervisory
    Principal

CORRESP
1
filename1.htm

EF
Hutton,

Division
of Benchmark Investments, LLC

590
Madison Avenue, 39th Floor

New
York, NY 10022

January
24, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    Re:

    American
    Rebel Holdings, Inc.

    Registration
    Statement on Form S-1, as amended

    Initially
    Filed November 1, 2021

    File
    No. 333-260646

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on January 18, 2022, in which we, as representative of the underwriters, requested
the acceleration of the effective date of the above-referenced Registration Statement on Form S-1 for 4:00 p.m., Eastern Time, on Thursday,
January 24, 2022, in accordance with Rule 461 under the Securities Act of 1933, as amended.

We
are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request
for acceleration of the effective date.

    Very
    truly yours,

    EF
    Hutton,

    Division
    of Benchmark Investments, LLC

    By:
    /s/
    Sam Fleischman

    Name:
    Sam
    Fleischman

    Title:
    Supervisory
    Principal

CORRESP
1
filename1.htm

American
Rebel Holdings, Inc.

718
Thompson Lane Suite 108-199

Nashville,
Tennessee 37204

January
24, 2022

VIA
EDGAR

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    American Rebel Holdings, Inc

    Registration Statement on Form S-1

    Filed
    November 1, 2021, as amended

    File
    No. 333-260646

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on January 18, 2022, in which we requested the acceleration of the effective
date of the above-referenced Registration Statement on Form S-1 for 4:00 p.m., Eastern Time, on Thursday, January 24, 2022, in accordance
with Rule 461 under the Securities Act of 1933, as amended.

We
are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request
for acceleration of the effective date.

If
you have any questions regarding this request, please contact Adele Hogan (email: ahogan@lucbro.com or telephone: (212) 417-8161) of
Lucosky Brookman LLP.

Very
Truly Yours,

    American Rebel Holdings, Inc.

    /s/ Charles
    A. Ross

    Charles A. Ross

    Chief Executive Officer

cc:
Joseph Lucosky, Lucosky Brookman LLP

CORRESP
1
filename1.htm

American
Rebel Holdings, Inc.

718
Thompson Lane Suite 108-199

Nashville,
Tennessee 37204

January
21, 2022

VIA
EDGAR

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    American
Rebel Holdings, Inc.

    Registration
Statement on Form S-1

    Filed
    November 1, 2021, as amended

    File
    No. 333-260646

Ladies
and Gentlemen:

In
accordance with Rule 461 of the Securities Act of 1933, as amended, American Rebel Holdings, Inc. (the “Company”) hereby
respectfully requests that the effective date of the above-captioned Registration Statement (the “Filing”) be accelerated
so that it will be declared effective at 4:00 p.m. Eastern Time on Monday, January 24, 2022, or as soon thereafter as possible.

Please
contact Adele Hogan (email: ahogan@lucbro.com or telephone: (212) 417-8161) of Lucosky Brookman LLP with any questions and kindly notify
her when this request for acceleration has been granted.

Very
Truly Yours,

    American Rebel Holdings, Inc.

    /s/ Charles
    A. Ross

    Charles A. Ross

    Chief Executive Officer

CORRESP
1
filename1.htm

EF
Hutton,

Division
of Benchmark Investments, LLC

590
Madison Avenue, 39th Floor

New
York, NY 10022

January
21, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    American
    Rebel Holdings, Inc.

    Registration
    Statement on Form S-1, as amended

    Initially
    Filed November 1, 2021

    File
    No. 333-260646

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), EF Hutton, division of Benchmark Investments,
LLC, as representative of the several underwriters, hereby joins American Rebel Holdings, Inc. (the “Company”) in requesting
that the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1, as amended (File
No. 333-260646) (the “Registration Statement”), to become effective on Monday, January 24, 2022, at 4:00 p.m., Eastern Time,
or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Lucosky Brookman LLP, request by telephone
that such Registration Statement be declared effective.

Pursuant
to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Act, we wish to advise you that
copies of the Company’s Preliminary Prospectus, dated January 18, 2022, were furnished to the prospective underwriter and distributed
by the underwriter approximately as follows through the date hereof: 400+ copies to prospective underwriters, institutional investors,
dealers and others.

The
undersigned advises that it has complied and will continue to comply, and that it has been informed by the participating underwriters
and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended.

    Very
    truly yours,

    EF
    HUTTON,

    division
    of Benchmark Investments, LLC

    By:
    /s/
    Sam Fleischman

    Name:

    Sam
    Fleischman

    Title:
    Supervisory
    Principal

CORRESP
1
filename1.htm

EF
Hutton,

Division
of Benchmark Investments, LLC

590
Madison Avenue, 39th Floor

New
York, NY 10022

January
20, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    Re:
    American Rebel Holdings, Inc.

    Registration Statement on Form S-1, as amended

    Initially Filed November 1, 2021

    File No. 333-260646

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on January 18, 2022, in which we, as representative of the underwriters, requested
the acceleration of the effective date of the above-referenced Registration Statement on Form S-1 for 5:00 p.m., Eastern Time, on Thursday,
January 20, 2022, in accordance with Rule 461 under the Securities Act of 1933, as amended.

We
are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request
for acceleration of the effective date.

    Very
    truly yours,

    EF
                                            Hutton,

    Division
    of Benchmark Investments, LLC

    By:

    /s/
    Sam Fleischman

    Name:

    Sam
                                            Fleischman

    Title:
    Supervisory
    Principal

CORRESP
1
filename1.htm

American
Rebel Holdings, Inc.

718
Thompson Lane Suite 108-199

Nashville,
Tennessee 37204

January
20, 2022

VIA
EDGAR

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    American
    Rebel Holdings, Inc

    Registration
    Statement on Form S-1

    Filed
                                            November 1, 2021, as amended

    File
    No. 333-260646

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on January 18, 2022, in which we requested the acceleration of the effective
date of the above-referenced Registration Statement on Form S-1 for 5:00 p.m., Eastern Time, on Thursday, January 20, 2022, in accordance
with Rule 461 under the Securities Act of 1933, as amended.

We
are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request
for acceleration of the effective date.

If
you have any questions regarding this request, please contact Adele Hogan (email: ahogan@lucbro.com or telephone: (212) 417-8161) of
Lucosky Brookman LLP.

Very
Truly Yours,

    American
    Rebel Holdings, Inc.

    /s/
    Charles A. Ross

    Charles
    A. Ross

    Chief
    Executive Officer

cc:
Joseph Lucosky, Lucosky Brookman LLP

CORRESP
1
filename1.htm

January
18, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    American
    Rebel Holdings, Inc.

Registration
Statement on Form S-1, as amended

Initially
Filed November 1, 2021

File
No. 333-260646

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), EF Hutton, division of Benchmark Investments,
LLC, as representative of the several underwriters, hereby joins American Rebel Holdings, Inc. (the “Company”) in requesting
that the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1, as amended (File
No. 333-260646) (the “Registration Statement”), to become effective on Thursday, January 20, 2022, at 5:00 p.m., Eastern
Time, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Lucosky Brookman LLP, request
by telephone that such Registration Statement be declared effective.

Pursuant
to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Act, we wish to advise you that
copies of the Company’s Preliminary Prospectus, dated January 18, 2022, were furnished to the prospective underwriter and distributed
by the underwriter approximately as follows through the date hereof: 400+ copies to prospective underwriters, institutional investors,
dealers and others.

The
undersigned advises that it has complied and will continue to comply, and that it has been informed by the participating underwriters
and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended.

    Very
    truly yours,

    EF
    HUTTON,

    division
    of Benchmark Investments, LLC

    By:
    /s/
    Sam Fleischman

    Name:

    Sam
    Fleischman

    Title:
    Supervisory
    Principal

CORRESP
1
filename1.htm

American
Rebel Holdings, Inc.

718
Thompson Lane Suite 108-199

Nashville,
Tennessee 37204

January
18, 2022

VIA
EDGAR

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
           American
    Rebel Holdings, Inc.

           Registration
    Statement on Form S-1

    Filed
        November 1, 2021, as amended

    File
    No. 333-260646

Ladies
and Gentlemen:

In
accordance with Rule 461 of the Securities Act of 1933, as amended, American Rebel Holdings, Inc. (the “Company”) hereby
respectfully requests that the effective date of the above-captioned Registration Statement (the “Filing”) be accelerated
so that it will be declared effective at 5:00 p.m. Eastern Time on Thursday, January 20, 2022, or as soon thereafter
as possible.

Please contact Adele Hogan (email:
ahogan@lucbro.com or telephone: (212) 417-8161) of Lucosky Brookman LLP with any questions and please notify her when this
request for acceleration has been granted.

Very
Truly Yours,

    American
    Rebel Holdings, Inc.

    /s/
    Charles A. Ross

    Charles
    A. Ross

    Chief
    Executive Officer

United States securities and exchange commission logo
November 8, 2021
Doug Grau
President
AMERICAN REBEL HOLDINGS INC
718 Thompson Lane , Suite 108-199
Nashville, Tennessee 37204
Re:AMERICAN REBEL HOLDINGS INC
Registration Statement on Form S-1
Filed on November 1, 2021
File No. 333-260646
Dear Mr. Grau:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Bradley Ecker at (202)-551-4985 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

Mail Stop 4631
September 13, 2017

Via E -Mail
Charles A. Ross, Jr.
President and Chief Executive Officer
American Rebel Holdings, Inc.
718 Thompson Lane, Suite 108 -199
Nashville, Tennessee  37204

Re: American Rebel Holdings, Inc.
Form 8-K
Filed June 22, 2017
File No. 000-55728

Dear Mr. Ross :

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Jay Ingram

 Jay Ingram
Office of Manufacturing and
Construction

Cc: Via E -Mail
 Blair Krueger, Esq.

CORRESP
1
filename1.htm

SEC Response Letter

August 31, 2017

VIA FEDERAL EXPRESS AND E-MAIL

Mr. Jay Ingram

Legal Branch Chief

Office of Manufacturing and Construction

Division of Corporate Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:American Rebel Holdings, Inc.: Response to Comment Letter Dated July 18, 2017 Regarding Current Report on

Form 8-K Filed June 22, 2017 (File Number 000-55728)

Mr. Ingram:

We write on behalf of our client, American Rebel Holdings, Inc., a Nevada corporation (the “Company”), in connection with the above-referenced matter. The Company requested us, as its legal counsel, to respond to your July 18, 2017 letter written on behalf of the United States Securities and Exchange Commission (the “Commission”). Based on your comments and the current business status, the Company has concurrently filed herewith Amendment Number #1 to the Current Report on Form 8-K (the “Amendment”).

Set forth below is the Company’s sequential response to the Commission’s comments:

Forward –Looking Statements, page 2

1. Please remove your references to Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 as these safe harbors for forward-looking statements do not apply to issuers of penny stock.

The Company modified its disclosure with respect to Comment Number 1. Please refer to the Company’s Current Report on Form 8-K/Amendment #1 filed concurrently herewith as the “Amendment”.

Item 1.01 Entry into a Material Definitive Agreement, page 3

2. Please disclose the identity of the parties to the Stock Purchase and Reorganization Agreement and Amendment No. 1 to such agreement. Please see Item 1.01(a)(1) of Form 8-K.

The Company modified its disclosure with respect to Comment Number 2. The Company included the identity of the parties to the Stock Purchase and Reorganization Agreement and Amendment No. 1 as Exhibits #10.3 and 10.4. Please see current report filed concurrently herewith as the Amendment.

Form 10 Disclosure, page 4

3. It appears from your disclosure that you were a shell company as that term is defined in Rule 12b-2 under the Exchange Act prior to the reverse merger, as you had no or nominal operations and no or nominal non-cash assets. As a result, please amend your Form 8-K as required by Item 2.01(f) of Form 8-K to provide the complete information that would be required if you were filing a general form for registration of securities on Form 10 under the Exchange Act, including Items 5, 7, and 9 of Form 10.

The Company and its management team believe that the Company is not a shell company nor has it ever been a shell company as that term is defined. We as legal counsel to the Company believe that we have provided significant analysis to support such a determination and respectfully request that the Commission review and consider such analyses. The Company has provided the validating information pertaining to the non-shell designation and further notes the Commission’s Comment Number 3. Please see current report filed concurrently herewith as the Amendment.

KRUEGER LLP

Mr. Jay Ingram

Legal Branch Chief

Office of Manufacturing and Construction

Division of Corporate Finance

United States Securities and Exchange Commission

August 31, 2017

Page 2

Risks Related to our Common Stock, page 28

14. The Company Sold Shares without an Underwriter, page 28

4. Please remove disclosure relating to an offering of common stock.

The Company modified its disclosure with respect to Comment Number 4. Please see current report filed concurrently herewith as the Amendment.

Item 3.02 Unregistered Sales of Equity Securities, page 45

5. Please provide the disclosure required by Item 701 of Regulation S-K for all unregistered sales of securities within the past three years under this section, including the exemption from registration claimed and the facts relied upon to make the exemption available.

The Company modified its disclosure with respect to Comment Number 5. Please see current report filed concurrently herewith as the Amendment.

Item 5.01 Change in Control of Registrant, page 47

6. We note disclosure throughout the filing that 17,421,000 common shares are held by former Rebel shareholders following the reverse merger transaction. However, in this section, 17,885,000 common shares are disclosed as being held by former Rebel shareholders after the reverse merger. Please advise us as to how these disclosures are consistent.

The Company modified its disclosure with respect to Comment Number 6. Please be advised that the former Rebel shareholders owned 17,885,000 common shares, whereas the 17,885,000 common shares disclosed within the table is the beneficial ownership of certain shareholders who include a select few former Rebel shareholders. Some of these shareholders purchased common stock from several former shareholders of the Company in private transactions. This, along with the beneficial ownership obtained from convertible debt instruments and warrants, particularly held by ABA Rebels, LLC, the total number “beneficially owned” is 17,885,000 (which is more than the 17,421,000 received in total from the Stock Purchase and Reorganization Agreement and Amendment #1 to the Stock Purchase and Reorganization Agreement). Please see current report filed concurrently herewith as the Amendment.

Item 9.01 Financial Statements and Exhibits, page 49

7. Please file the Stock Purchase Agreement dated November 23, 2016 including the Buyers Signature page, include such agreement in the exhibit index, and refile Amendment No. 1 to the Stock Purchase agreement to include the Buyers Signature page.

The Company modified its disclosure with respect to Comment Number 7. The Company provided the Buyers’ Signature page to the Stock Purchase and Reorganization Agreement dated November 23, 2016 as Exhibit #10.3 and Amendment No. 1 to the Stock Purchase and Reorganization Agreement and Buyers Signature page as Exhibit #10.4. Please see current report filed concurrently herewith as the Amendment.

The Company with all intent and purpose would have filed an earlier response to the Commission’s letter dated July 18, 2017; however, the Company was advised to include the June 30, 2017 financial statements and disclosure when they were made available and provide an accurate and up to date financial statement presentation for the current report filed concurrently herewith as the Amendment.

In connection with this letter, the Company hereby acknowledges the following in a separate certification signed by the Company’s President, Mr. Charles A. Ross, Jr., which is attached to this letter:

1.The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

2.Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

3.The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please feel free to contact us directly with any questions or comments. Thank you in advance for your assistance.

Very Truly Yours,

Blair Krueger, Esq.

Blair Krueger, Esq.

cc:American Rebel Holdings, Inc.

Charles A. Ross, Jr.

Sherry Haywood, Esq.

Mail Stop 4631
July 18, 2017

Via E -Mail
Charles A. Ross, Jr.
President and Chief Executive Officer
American Rebel Holdings, Inc.
718 Thompson Lane, Suite 108 -199
Nashville, Tennessee  37204

Re: American Rebel Holdings, Inc.
 Form 8 -K
Filed June 22, 2017
File No.  000 -55728

Dear Mr. Ross:

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comme nts within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response and any amendment you may file in response to these
comments , we may have  additional comments.

Forward –Looking Statements, page 2

1. Please remove your references to Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934 as these safe harbors for forward -looking
statements do not apply to issuers of penny stock.

Item 1.01 Entry Into a Material Definitive Agreement, page 3

2. Please disclose the identity of the parties to the Stock Purchas e and Reorganization
Agreement and Amendment No. 1 to such agreement.  Please see Item 1.01(a)(1) of
Form 8 -K.

Charles A Ross, Jr.
American Rebel Holdings, Inc.
July 18, 2017
Page 2

 Form 10 Disclosure, page 4

3. It appears from your disclosure that you were a shell company as that term is defined in
Rule 12b -2 under the Exchange Act prior to the reverse merger, as you had no or nominal
operations and no or nominal non -cash assets.  As a result, please amend your Form 8 -K
as required by Item 2.01(f) of Form 8 -K to provide the complete information that would
be required if you were filing a general form for registration of securities on Form 10
under the Exchange Act , including Item s 5, 7, and 9 of Form 10 .

Risks Related to our Common Stock, page 28

14.  The Company Sold Shares Without an Underwriter, page 28

4. Please re move disclosure relating to an offering of common stock.

Item 3.02 Unregistered Sales of Equity Securities, page 45

5. Please provide the disclosure required by Item 701 of Regulation S -K for all unregistered
sales of securities within the past three years under this section, including the exemption
from registration claimed and the facts relied upon to make the exemption available.

Item 5.01 Change in Control of Registrant, page 47

6. We note disclosure throughout the filing that 17,421,000 common shares are held by
former Rebel shareholders following the reverse merger transaction.  However, in this
section, 17,885,000 common shares are disclosed as being held by former Rebel
shareholders after the reverse merger.  Please advise us as to how these disclos ures are
consistent.

Item 9.01 Financial Statements and Exhibits, page 49

7. Please file the Stock Purchase Agreement dated November 23, 2016 including the Buyers
Signature page, include such agreement in the exhibit index, and refile Amendment No. 1
to the  Stock Purchase agreement to include the Buyers Signature page.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Charles A Ross, Jr.
American Rebel Holdings, Inc.
July 18, 2017
Page 3

 You may contact Jeff Gordon, Staff Accountant at (202) 551 -3866  or, in his absence,
Terence O’Brien, Accounting Branch Chief  at (202) 551 -3355  if you have questions regarding
comments on the financial statements and related matters.  Please c ontact Sherry Haywood, Staff
Attorney at (202) 551 -3345  or, in her absence,  me at (202) 551 -3397  with any other questions.

Sincerely,

 /s/ Jay Ingram

Jay Ingram
 Legal Branch Chief
Office of Manufacturing and
Construction

Cc: Via E -Mail
 Blair Krueger, Esq.

Mail Stop 4631
July 10, 2017

Via E -Mail
Charles A. Ross, Jr.
President and Chief Executive Officer
American Rebel Holdings, Inc.
718 Thompson Lane, Suite 108 -199
Nashville, Tennessee  37204

Re: American Rebel Holdings, Inc.
 Preliminary  Information  Statement on Schedule 14C
Filed November 23 , 201 6
File No.  333-206068

Dear Mr. Ross:

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Jay Ingram

 Jay Ingram
Legal Branch Chief
Office of Manufacturing and
Construction

Cc: Via E -Mail
 Blair Krueger, Esq.

Mail Stop 4631
June 27 , 201 7

Via E -Mail
Charles A. Ross, Jr.
President and Chief Executive Officer
American Rebel Holdings, Inc.
718 Thompson Lane, Suite 108 -199
Nashville, Tennessee  37204

Re: American Rebel Holdings,  Inc.
 Amendment No. 3 to Preliminary Proxy Statement on Schedule 14C
Filed June 19 , 201 7
File No.   000-55728

Dear Mr. Ross:

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Proposed Change in Control of Registrant, page C3

1. We n ote that your revised preliminary information s tatement attempts to incorporate
information by reference information that is required by Item 14(c) of Schedule 14A.
Please revise your Information Statement to provide the i nformation required by Item
14(c)  of Schedule 14A in the body of the Information S tatement.  We will not object to
having these revisions disclosed in the Definitive Information Statement, which you are
required to file pursuant to Section 14c -5(b) of Regulation 14C.  Once the Definitive
Information Statement is filed, we will then be in a position to close our review, however,
we express no opinion on whether or not you have met the requirements contained in
Section 14a -2(b) of Regulation 14C as it rela tes to the timing of the filings you  have
made for this notice of action taken by written consent.

Charles A. Ross, Jr.
American Rebel Holdings Inc .
June 27 , 201 7
Page 2

 We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Please contact Sherry Haywood, Staff Attorney at (202) 551 -3345  or, in her absence,  me
at (202) 551 -3397  with any questions.

Sincerely,

 /s/ Jay Ingram

Jay Ingram
Legal Branch Chief
Office of Manufacturing and
Construction

Cc: Via E-Mail
 Blair Krueger, Esq.

CORRESP
1
filename1.htm

SEC Reponse Letter

KRUEGER LLP

 Los Angeles

La Jolla

San Diego

 7486 La Jolla Boulevard

La Jolla, California 92037

858 405-7385 cell

blair@OTCattorneys.com

ADMITTED TO THE CALIFORNIA, FEDERAL

AND INTER-AMERICAN BAR ASSOCIATIONS

June 16, 2017

VIA FEDERAL EXPRESS AND E-MAIL

Mr. Jay Ingram

Legal Branch Chief

Office of Manufacturing and Construction

Division of Corporate Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

American Rebel Holdings, Inc. (formerly known as CubeScape, Inc.): Response to Comment Letter Dated February 23, 2017 Regarding Amendment No. 2 to Preliminary Proxy Statement on Schedule 14C Filed February 10, 2017   (File Number 000-55728)

Mr. Ingram:

We write on behalf of our client, American Rebel Holdings, Inc. (formerly known as CubeScape, Inc.), a Nevada corporation (the “Company”), in connection with the above-referenced matter.  The Company requested us, as its legal counsel, to respond to your February 23, 2017 letter written on behalf of the United States Securities and Exchange Commission (the “Commission”).  Based on your comments and the current business status, the Company has concurrently filed herewith Amendment Number #3 to the Form Preliminary Statement on Schedule 14C (the “Amendment”).

Set forth below is the Company’s sequential response to the Commission’s comments:

General

1. We reissue comment one in our letter dated January 18, 2017. Via the operation of Item 1 of Schedule 14C, the disclosure requirements of Schedule 14A apply uniformly to filings made on Schedule 14C. Here, the actions associated with matters (2) and (3) trigger the disclosure requirements of Item 14 of Schedule 14A. Please revise your information statement to provide all of the information required by Item 14 of Schedule 14A, as appropriate, including the Item 14 (b)(8)-(11) financial information

The Company modified its disclosure with respect to Comment Number 1.  The Company has provided all applicable information required by Item 14 of Schedule 14A. The Company will in addition to filing a Definitive Information Statement on Schedule 14C (once it has cleared comments by the Commission) will file what is known as a “super” Form 8-K, or a Current Report on Form 8-K including Form 10 information regarding its acquired business operations. Please refer to the preliminary information statement filed concurrently herewith as the Amendment.

In connection with this letter, the Company hereby acknowledges the following in a separate certification signed by the Company’s President, Mr. Charles A. Ross, Jr., which is attached to this letter:

1.

The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

2.

Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

3.

The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please feel free to contact us directly with any questions or comments.  Thank you in advance for your assistance.

Very Truly Yours,

              Blair Krueger, Esq.

Blair Krueger, Esq.

cc:

American Rebel Holdings, Inc.

Charles A. Ross, Jr.

Sherry Haywood, Esq.

Enclosure

Mail Stop 4631
February  23, 201 7

Via E -Mail
Charles A. Ross, Jr.
President and Chief Executive Officer
CubeScape, Inc.
1026 16th Avenue South
Nashville, Tennessee  37212

Re: CubeScape , Inc.
 Amendment No. 2 to Preliminary Proxy Statement on Schedule 14C
Filed February 10 , 201 7
File No.   000-55728

Dear Mr. Ross:

We have reviewed your filing an d have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comment appl ies to your facts and circumstances , please tell us why in your response.

After reviewing your response to this comment, we may have  additional comments.

General

1. We reissue comment one in our letter dated January 18, 2017 .  Via the operation of Item
1 of Schedule 14C, the disclosure requirements of Schedule 14A apply uniformly to
filings made on Schedule 14C.  Here, the actions associated with matters (2) and (3)
trigger the disclosure requirements of Item 14 of Schedule 14A.   Please revise your
informati on statement to provide all of the information required by Item 14 of Schedule 14A,
as appropriate, including the Item 14 (b)(8) -(11) financial information

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Charles A. Ross, Jr.
CubeScape, Inc.
February 23 , 201 7
Page 2

 Please contact Sherry Haywood, Staff Attorney at (202) 551 -3345  or, in her absence,  me
at (202) 551 -3397  with any questions.

Sincerely,

 /s/ Jay Ingram

Jay Ingram
Legal Branch Chief
Office of Manufacturing and
Construction

Cc: Via E -Mail
 Blair Krueger, Esq.

CORRESP
1
filename1.htm

SEC Response Letter

KRUEGER LLP

 Los Angeles

San Diego

San Francisco

 7486 La Jolla Boulevard

La Jolla, California 92037

858 405 7385 Telephone

858 454 2411 Fax

blair@thekruegergroup.com

BUSINESS LAWYERS LICENSED IN

CALIFORNIA, TEXAS AND WASHINGTON

February 6, 2017

VIA FEDERAL EXPRESS AND E-MAIL

Mr. Jay Ingram

Legal Branch Chief

Office of Manufacturing and Construction

Division of Corporate Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

CubeScape, Inc.: Response to Comment Letter Dated January 18, 2017 Regarding Amendment No. 1 to Preliminary Proxy Statement on Schedule 14C Filed January 5, 2017 (File Number 000-55728)

Mr. Ingram:

We write on behalf of our client, CubeScape, Inc., a Nevada corporation (the “Company”), in connection with the above-referenced matter.  The Company requested us, as its legal counsel, to respond to your January 18, 2017 letter written on behalf of the United States Securities and Exchange Commission (the “Commission”).  Based on your comments and the current business status, the Company has concurrently filed herewith Amendment Number #2 to the Form Preliminary Statement on Schedule 14C (the “Amendment”).

Set forth below is the Company’s sequential response to the Commission’s comments:

General

1. We note your response to comment two in our letter dated December 20, 2016. Please revise your information statement to provide all of the information required by Item 14 of Schedule 14A, as appropriate, including the Item 14 (b)(8)-(11) financial information.

See Item 1 of Schedule 14C and Note A to Schedule 14A.

The Company modified its disclosure with respect to Comment Number 1.  The Company at the time of the original filing was reporting on the contemplated transaction with American Rebel, Inc., the private operating business. The Company disclosed the proposed Exchange to voluntarily provide information to its stockholders with respect to a potential transaction being contemplated by the Company. However as stated numerous times in the Schedule 14C, the exchange is merely contemplated, and at the time of the original filing and the revised filing no definitive documents have been entered into, and neither the Company nor American Rebel, Inc. is obligated to effect the Exchange or is otherwise obligated to each other in any way. We respectfully advise the Staff that Schedule 14A does not require disclosure of a future potential change of control similar to the Exchange. Accordingly, Note A of the Schedule 14A is not applicable to the Exchange since such information was provided voluntarily and as such, the Exchange is not “…information… called for by other items of this schedule…” To clarify that the disclosure of the Exchange is not required, and to prevent possible confusion that the Exchange is definitive and therefore required disclosure, the Company refers to the Exchange throughout Amendment as the “Proposed Transaction”.

The various proposals put forth by the Company in Schedule 14C involve the Proposed Transaction, in that to the extent the Proposed Transaction occurs the various proposals will be effected, the proposals are or were not binding on the Company and there was no definitive agreement or arrangement or obligation to so move forward. Accordingly, disclosure information called for by Schedule 14A with respect to the Proposed Transaction would be both premature and potentially misleading and confusing to the shareholders of the Company. The Company will disclose all applicable information regarding such transactions (when entered into) in accordance with applicable Commission rules, including the filing of a “super” Form 8-K, or Form 8-K with Form 10 information. Please refer to the preliminary form statement filed concurrently herewith as the Amendment.

KRUEGER LLP

Mr. Jay Ingram

Legal Branch Chief

Office of Manufacturing and Construction

Division of Corporate Finance

United States Securities and Exchange Commission

February 6, 2017

Page 2

2. We note your response to comment four in our letter dated December 20, 2016 and we are unable to concur with your analysis. We note that you seem to have nominal operations, nominal assets, and you are a shell company under Rule 12b-2 and you intend to complete a reverse merger with American Rebel, Inc., a private operating business. Please confirm that the surviving entity will report the completion of the transaction under Items 2.01, 5.01 and 5.06 of Form 8-K.

The Company modified its disclosure with respect to Comment Number 2. The Company still maintains that it is not a shell company under Rule 12b-2. The Company does not have nominal assets and operations from its “CubeScapes” business that it currently operates. Management’s intent is to continue with these operations if the Proposed Transaction is consummated in its entirety. The Company will file the necessary financial and disclosure information of the private operating business contemplated in the Proposed Transaction as a subsidiary acquisition, required under Items 2.01, 5.01 and 5.06 on Form 8-K as well as in the Company’s Form 10-K due on or before March 31, 2017. Please see the preliminary form statement filed concurrently herewith as the Amendment.

In connection with this letter, the Company hereby acknowledges the following in a separate certification signed by the Company’s President, Mr. Charles A. Ross, Jr., which is attached to this letter:

1.

The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

2.

Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

3.

The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please feel free to contact us directly with any questions or comments.  Thank you in advance for your assistance.

Very Truly Yours,

/s/ Blair Krueger

Blair Krueger, Esq.

cc:

CubeScape, Inc.

Charles A. Ross, Jr.

Sherry Haywood, Esq.

Enclosure

CERTIFICATION OF OFFICER

In connection with this letter, the Company hereby acknowledges the following in a separate certification signed by the Company’s President, Mr. Charles A. Ross, Jr.:

1.

The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

2.

Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

3.

The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

   /s/ Charles A. Ross, Jr.

Mr. Charles A. Ross, Jr.

Mail Stop 4631
January 18 , 201 7

Via E -Mail
Charles A. Ross, Jr.
President and Chief Executive Officer
CubeScape, Inc.
1026 16th Avenue South
Nashville, Tennessee  37212

Re: CubeScape,  Inc.
 Amendment No. 1 to Preliminary Proxy Statement on Schedule 14C
Filed January 5 , 201 7
File No.   000-55728

Dear Mr. Ross:

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments app ly to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

General

1. We note your response to comment two in our letter dated December 20, 2016.  P lease
revise your information statement to provide all of the information required by Item  14 of
Schedule 14A , as appropriate, including the Item 14 (b)(8) -(11) financial information .
See Item 1 of Schedule 14C and Note A to Schedule 14A.

2. We note your respo nse to comment four in our letter dated December 20, 2016 and we
are unable to concur with your analysis.  We note that you seem to have nominal
operations, nominal assets, and you are a shell company under Rule 12b -2 and you intend
to complete a reverse m erger with American Rebel, Inc., a private operating business.
Please confirm that the surviving entity will report the completion of the transaction
under Items 2.01, 5.01 and 5.06 of Form 8 -K.

Charles A. Ross, Jr.
CubeScape, Inc.
January 18 , 201 7
Page 2

 We remind you that the company and its manageme nt are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Please contact Sherry Haywood, Staff Attorney at (202) 551 -3345  or, in her absence,  me
at (202) 551 -3397 with any questions.

Sincerely,

 /s/ Jay Ingram

Jay Ingram
Legal Branch Chief
Office of Manufacturing and
Construction

Cc: Via E -Mail
 Blair Krueger, Esq.

CORRESP
1
filename1.htm

SEC Response Letter

KRUEGER LLP

 Los Angeles

San Diego

San Francisco

 7486 La Jolla Boulevard

La Jolla, California 92037

858 405 7385 Telephone

858 454 2411 Fax

blair@thekruegergroup.com

BUISNESS LAWYERS LICENSED IN

CALIFORNIA, TEXAS AND WASHINGTON

January 5, 2017

VIA FEDERAL EXPRESS AND E-MAIL

Mr. Jay Ingram

Legal Branch Chief

Office of Manufacturing and Construction

Division of Corporate Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

CubeScape, Inc.: Response to Comment Letter Dated December 20, 2016 Regarding Form Preliminary Statement on Schedule 14C Filed November 23, 2016

(SEC File Number 333-206068)

Mr. Ingram:

We write on behalf of our client, CubeScape, Inc., a Nevada corporation (the “Company”), in connection with the above-referenced matter.  The Company requested us, as its legal counsel, to respond to your November 23, 2016 letter written on behalf of the United States Securities and Exchange Commission (the “Commission”).  Based on your comments and the current business status, the Company has concurrently filed herewith Amendment Number # 1 to the Form Preliminary Statement on Schedule 14C (the “Amendment”).

Set forth below is the Company’s sequential response to the Commission’s comments:

General

1. Please clearly disclose that you plan to issue 14,621,000 shares of new common stock to the buyers listed in your stock purchase and reorganization agreement in addition to your 15,000,000 shares of issued and outstanding common stock, if true.

The Company modified its disclosure with respect to Comment Number 1. The Company will cancel 9,000,000 shares of common stock currently held by American Rebel, Inc. with the issuance of the 14,621,000 shares of new common stock to the shareholders of American Rebel, Inc.  This represents an increase of 5,621,000 shares to the total number of shares issued and outstanding.  We believe that the Stock Purchase and Reorganization Agreement clearly states and confirms the issuance and cancellation of the shares. The Company has added a Schedule B attachment which provides a beneficial ownership table as if the stock purchase and reorganization agreement was effectuated on Day One (1).  Please refer to the preliminary form statement filed concurrently herewith as the Amendment.

2. Please revise your information statement to provide all of the information required by Item 14 of Schedule 14A, as appropriate. See Item 1 of Schedule 14C and Note A to Schedule 14A.

The Company modified its disclosure with respect to Comment Number 2. Please see the preliminary form statement filed concurrently herewith as the Amendment.

KRUEGER LLP

Mr. Jay Ingram

Legal Branch Chief

Office of Manufacturing and Construction

Division of Corporate Finance

United States Securities and Exchange Commission

January 5, 2017

Page 2

3. We note that you have used file number 333-206068 for all of your SEC filings. This is the file number for your Form S-1 that went effective on October 14, 2015. The cover page of your Form 10-K states that you have common stock registered under Section 12(g) of the Securities Exchange Act of 1934 but it does not appear as though you have filed a Form 8-A. Please advise.

The Company modified its disclosure with respect to Comment Number 3. The Company filed a Form 8-A on December 22, 2016. Please see the preliminary form statement filed concurrently herewith as the Amendment.

4. We note that CubeScape, Inc. is a shell company under Rule 12b-2 and intends to complete a reverse merger with American Rebel, Inc., a private operating business. Please confirm that the surviving entity will report the completion of the transaction under Items 2.01, 5.01 and 5.06 of Form 8-K.

The Company modified its disclosure with respect to Comment Number 4. The Company will file the necessary information in its reports on Form 8-K as well as its Form 10-K which is due on or before March 31, 2017. Please see the preliminary form statement filed concurrently herewith as the Amendment.

We again respectfully submit to the Commission that the Company is not a “shell company” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, nor a “blank check” company as designated under Rule 419 of Regulation C; instead, the Company is a “start-up” company which the Commission explicitly differentiates in Footnote 172 to SEC Release No. 33-8869 from “shell” companies covered under Rule 144(i)(1)(i) (the “Rule”).

In adopting the definition of a shell company in SEC Release No. 33-8587 (the “Release”), the Commission stated that it intentionally did not define the term “nominal” and it did not set a quantitative threshold of what constitutes a shell company.

In the Release, the Commission states:

We are not defining the term “nominal,” as we believe that this term embodies the principle that we seek to apply and is not inappropriately vague or ambiguous. We have considered the comment that a quantitative threshold would improve the definition of a shell company; however, we believe that quantitative thresholds would, in this context, present a serious potential problem, as they would be more easily circumvented. We believe further specification of the meaning of “nominal” in the definition of a “shell company” is unnecessary and would make circumventing the intent of our regulations and the fraudulent misuse of shell companies easier.

As such, under the Rule, the threshold for what is considered “nominal” is, to a large degree, subjective and based upon facts and circumstances of each individual case.

As disclosed in its registration statement on Form S-1, the Company is actively engaged in the implementation and deployment of its business plan.  As further disclosed in its registration statement on Form S-1, the Company historically had active business operations, even prior to its inception date, December 15, 2014. These activities date back several years by Mr. Estus in his role and function as a sole proprietor operating under the name of ‘Cubescapes’, hence the trademark. Most recently, the Company’s software and application development firm, and members of their staff (having worked alongside the Company’s CEO for more than 36 months) increased their capacity and function on behalf of the Company and management in both operational and development needs. The development firm and its staff has agreed to provide the Company and its CEO with certain strategic guidance including, but not limited to:

(i)

assessing the feasibility of the Company’s web based portal, which the ‘CubeScape’ portal will be entirely unique to the marketplace;

(ii)

assisting with business development;

(iii)

reporting as to developments in the industry which may be relevant or of interest and concern to the Company; and

(iv)

execution and refinement of strategic planning and operational issues.

KRUEGER LLP

Mr. Jay Ingram

Legal Branch Chief

Office of Manufacturing and Construction

Division of Corporate Finance

United States Securities and Exchange Commission

January 5, 2017

Page 3

While the Company undertakes the planning process associated with operations, Company’s management intends to seek a more permanent and lasting arrangement with the development firm and others to build upon its business plan, while expanding scope and viability of its ‘CubeScape’ portal to generate revenues and value-added services to end-users and others.

To this degree, the Company’s operations are more than just “nominal.” As the Commission points out in its Release, there are no established quantitative thresholds to determine whether a company’s operations are in-fact “nominal”. Instead, the determination is to be made on a case-by-case basis, with significant regards to a subjective analysis aimed at preventing serious problems from allowing scheming promoters and affiliates to evade the definition of a “shell” company (as well as the intent of the Rule).  As described in Footnote 32 to the Release, the SEC expounds its rationale for declining to quantitatively define the term “nominal” regarding a shell company:

We have become aware of a practice in which a promoter of a company and/or affiliates of the promoter appear to place assets or operations within an entity with the intent of causing that entity to fall outside of the definition of “blank check company” in Securities Act Rule 419. The promoter will then seek a business combination transaction for the company, with the assets or operations being returned to the promoter or affiliate upon the completion of that business combination transaction. It is likely that similar schemes will be undertaken with the intention of evading the definition of a shell company that we are adopting today. In our view, where promoters (or their affiliates) of a company that would otherwise be a shell company place assets or operations in that company and those assets or operations are returned to the promoter or its affiliates (or an agreement is made to return those assets or operations to the promoter or its affiliates) before, upon completion of, or shortly after a business combination transaction by that company, those assets or operations would be considered “nominal” for purposes of the definition of shell company.

Particularly in the Company’s situation, management and its development firm have been working at implementing the Company’s core business strategy, including, but not limited to, meeting with legal and financial advisors, other programmers and developers, integration experts, as well as brick and mortar workspace designers and planners, in anticipation of its progressing operations and the launch of its web based portal.  As disclosed in its interim financial statements, the Company continues to incur significant expense for development by utilizing industry experts and others on an as-needed basis.  To date operational costs for such services rendered was approximately $45,000. Respectfully the Company submits that operations are more than “nominal” and that it does not fall within the class of companies for which the SEC was aiming to prevent as referenced in Release Footnote 32. Please see the registration statement filed concurrently herewith as the Amendment.

Again, with regards to the Company’s current situation, management and its majority shareholder have decided to continue with the CubeScape business in addition to the American Rebel business. Therefore American Rebel become a wholly-owned subsidiary of the Company.

In connection with this letter, the Company hereby acknowledges the following in a separate certification signed by the Company’s President, Mr. Charles A. Ross, Jr., which is attached to this letter:

1.

The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

2.

Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

3.

The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

KRUEGER LLP

Mr. Jay Ingram

Legal Branch Chief

Office of Manufacturing and Construction

Division of Corporate Finance

United States Securities and Exchange Commission

January 5, 2017

Page 4

Please feel free to contact us directly with any questions or comments.  Thank you in advance for your assistance.

Very Truly Yours,

              /s/ Blair Krueger, Esq.

Blair Krueger, Esq.

cc:

CubeScape, Inc.

Charles A. Ross, Jr.

Sherry Haywood, Esq.

Enclosure

Mail Stop 4631
December 20, 2016

Via E -Mail
Charles A. Ross, Jr.
President and Chief Executive Officer
CubeScape, Inc.
1026 16th Avenue South
Nashville, Tennessee  37212

Re: CubeScape , Inc.
 Form Preliminary Proxy Statement on Schedule 14C
Filed November 23, 2016
File No. 333-206068

Dear Mr. Ross:

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to  your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

General

1. Please clearly disclose that you plan to issue 14,621,000 shares of new common stock to
the buyers listed in your stock purchase and reorganization agreement  in addition to your
15,000,000 shares of issued and outstanding common stock, if true.

2. Please revise your information statement to provide all of the information required by
Item 14 of Schedule 14A, as appropriate .  See Item 1 of Schedule 14C and Note A to
Schedule 14A.

3. We note that you have used file number 333 -206068 for all of your SEC filings.  This is
the file number for your Form S -1 that went effective on October 14, 2015.  The cover
page of your Form 10 -K states that you have common stock registered under Section
12(g) of the Securities Exchange Act of 1934  but it does not appear as though you have
filed a Form 8 -A.  Please advise.

Charles A. Ross, Jr.
CubeScape, Inc.
December 20, 2016
Page 2

 4. We note that CubeScape, Inc. is a shell company under Rule 12b -2 and intends to
complete a reverse merger with American Rebel, Inc., a private operating business.
Please confirm that the surviving entity will report the completion of the transaction
under Items 2.01, 5.01 and 5.06 of Form 8 -K.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Please contact Sherry Haywood, Staff Attorney at (202) 5 51-3345  or, in her absence,  me
at (202) 551 -3397  with any questions.

Sincerely,

 /s/ Jay Ingram

Jay Ingram
Legal Branch Chief
Office of Manufacturing and
Construction

Cc: Via E -Mail
 Blair Krueger, Esq.

CORRESP
1
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Acceleration Request

CubeScape, Inc.

October 8, 2015

Division of Corporate Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-0404

Attention:

Mr. Jay Ingram:

Re: CubeScape, Inc.:  Effectiveness of Registration Statement on Form S-1 originally Filed on August 4, 2015, as amended by Amendment No. 1 to Registration Statement on Form S-1 Filed August 25, 2015  (SEC File Number 333-206068)

Dear Mr. Ingram:

This letter serves as CubeScape, Inc., a Nevada corporation (the “Company”) request, per the guidance received by our legal counsel Krueger LLP, for acceleration of the effective date of the above-referenced Registration Statement on Form S-1 (as amended, the “Registration Statement”), so that such Registration Statement shall become effective at 10:30 a.m. Washington, D.C. time) on Wednesday, October 14, 2015, or as soon thereafter as practicable.

In that respect and in furtherance of our Acceleration Request, the Company hereby acknowledges that:

·

Should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

·

The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement and

·

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please provide a copy of the Commission’s order declaring the Registration Statement effective to Mr. David Estus at the following address:

1854 Oxford Avenue

Cardiff-by-the-Sea, California 92007

Very truly yours,

/s/ David Estus

David L. Estus, President

Chief Executive Officer and Chief Financial Officer

CubeScape, Inc.

Cubicle Design Experts

CORRESP
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SEC Response Letter

KRUEGER LLP

 Los Angeles

La Jolla

San Diego

 7486 La Jolla Boulevard

La Jolla, California 92037

858 405-7385 cell

blair@OTCattorneys.com

ADMITTED TO THE CALIFORNIA, FEDERAL

AND INTER-AMERICAN BAR ASSOCIATIONS

September 25, 2015

VIA FEDERAL EXPRESS AND E-MAIL

Mr. Jay Ingram

Legal Branch Chief

Office of Manufacturing and Construction

Division of Corporate Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

CubeScape, Inc.: Response to Comment Letter Dated August 31, 2015 Regarding Registration Statement on Form S-1 Filed August 4, 2015

(SEC File Number 333-206068)

Mr. Ingram:

We write on behalf of our client, CubeScape, Inc., a Nevada corporation (the “Company”), in connection with the above-referenced matter.  The Company requested us, as its legal counsel, to respond to your August 31, 2015 letter written on behalf of the United States Securities and Exchange Commission (the “Commission”).  Based on your comments and the current business status, the Company has concurrently filed herewith Amendment No. 1 to the Registration Statement on Form S-1 (the “Amendment”).

Set forth below is the Company’s sequential response to the Commission’s comments:

Comment

General.

1.

Since you appear to qualify as an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (“the Act”), please revise your prospectus to provide the following additional disclosures:

. Describe how and when a company may lose emerging growth company status;

. A brief description of the various exemptions that are available to you, such as exemptions from Section 404(b) of the Sarbanes-Oxley Act of 2002 and Section 14A(a) and (b) of the Securities Exchange Act of 1934; and

. Your election under Section 107(b) of the Act:

If you have elected to opt out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the Act, include a statement that the election is irrevocable; or

If you have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2)(B) of the Act, provide a risk factor explaining that this election allows you to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. Please state in your risk factor that, as a result of this election, your financial statements may not be comparable to companies that comply with public company effective dates. Include a similar statement in your critical accounting policy disclosures in MD&A.

The Company modified its disclosure with respect to Comment Number 1. Please see the registration statement filed concurrently herewith as the Amendment.

KRUEGER LLP

Mr. Jay Ingram

Legal Branch Chief

Office of Manufacturing and Construction

Division of Corporate Finance

United States Securities and Exchange Commission

September 25, 2015

Page 2

2.

Please revise the disclosure throughout your filing to state that you are currently a shell company, as it appears from your disclosure that you have both nominal operations and nominal assets. See Rule 405 of Regulation C. In addition, revise your related Rule 144 disclosure to reflect that you are a shell company. Note that Rule 144 is not available for the resale of securities initially issued by issuers with no operations and assets consisting of cash and nominal other assets. See Rule 144(i) under the Securities Act.

We respectfully submit to the Commission that the Company is not a “shell company” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, nor a “blank check” company as designated under Rule 419 of Regulation C; instead, the Company is a “start-up” company which the Commission explicitly differentiates in Footnote 172 to SEC Release No. 33-8869 from “shell” companies covered under Rule 144(i)(1)(i) (the “Rule”).

In adopting the definition of a shell company in SEC Release No. 33-8587 (the “Release”), the Commission stated that it intentionally did not define the term “nominal” and it did not set a quantitative threshold of what constitutes a shell company.

In the Release, the Commission states:

We are not defining the term “nominal,” as we believe that this term embodies the principle that we seek to apply and is not inappropriately vague or ambiguous. We have considered the comment that a quantitative threshold would improve the definition of a shell company; however, we believe that quantitative thresholds would, in this context, present a serious potential problem, as they would be more easily circumvented. We believe further specification of the meaning of “nominal” in the definition of a “shell company” is unnecessary and would make circumventing the intent of our regulations and the fraudulent misuse of shell companies easier.

As such, under the Rule, the threshold for what is considered “nominal” is, to a large degree, subjective and based upon facts and circumstances of each individual case.

As disclosed in its registration statement on Form S-1, the Company is actively engaged in the implementation and deployment of its business plan.  As further disclosed in its registration statement on Form S-1, the Company historically had active business operations, even prior to its inception date, December 15, 2014. These activities date back several years by Mr. Estus in his role and function as a sole proprietor operating under the name of ‘Cubescapes’, hence the trademark. Most recently, the Company’s software and application development firm, and members of their staff (having worked alongside the Company’s CEO for more than 36 months) increased their capacity and function on behalf of the Company and management in both operational and development needs. The development firm and its staff has agreed to provide the Company and its CEO with certain strategic guidance including, but not limited to:

(i)

assessing the feasibility of the Company’s web based portal, which the ‘CubeScape’ portal will be entirely unique to the marketplace;

(ii)

assisting with business development;

(iii)

reporting as to developments in the industry which may be relevant or of interest and concern to the Company; and

(iv)

execution and refinement of strategic planning and operational issues.

While the Company undertakes the planning process associated with operations, Company’s management intends to seek a more permanent and lasting arrangement with the development firm and others to build upon its business plan, while expanding scope and viability of its ‘CubeScape’ portal to generate revenues and value-added services to end-users and others.

KRUEGER LLP

Mr. Jay Ingram

Legal Branch Chief

Office of Manufacturing and Construction

Division of Corporate Finance

United States Securities and Exchange Commission

September 25, 2015

Page 3

To this degree, the Company’s operations are more than just “nominal.” As the Commission points out in its Release, there are no established quantitative thresholds to determine whether a company’s operations are in-fact “nominal”. Instead, the determination is to be made on a case-by-case basis, with significant regards to a subjective analysis aimed at preventing serious problems from allowing scheming promoters and affiliates to evade the definition of a “shell” company (as well as the intent of the Rule).  As described in Footnote 32 to the Release, the SEC expounds its rationale for declining to quantitatively define the term “nominal” regarding a shell company:

We have become aware of a practice in which a promoter of a company and/or affiliates of the promoter appear to place assets or operations within an entity with the intent of causing that entity to fall outside of the definition of “blank check company” in Securities Act Rule 419. The promoter will then seek a business combination transaction for the company, with the assets or operations being returned to the promoter or affiliate upon the completion of that business combination transaction. It is likely that similar schemes will be undertaken with the intention of evading the definition of a shell company that we are adopting today. In our view, where promoters (or their affiliates) of a company that would otherwise be a shell company place assets or operations in that company and those assets or operations are returned to the promoter or its affiliates (or an agreement is made to return those assets or operations to the promoter or its affiliates) before, upon completion of, or shortly after a business combination transaction by that company, those assets or operations would be considered “nominal” for purposes of the definition of shell company.

Particularly in the Company’s situation, management and its development firm have been working at implementing the Company’s core business strategy, including, but not limited to, meeting with legal and financial advisors, other programmers and developers, integration experts, as well as brick and mortar workspace designers and planners, in anticipation of its progressing operations and the launch of its web based portal.  As disclosed in its interim financial statements, the Company incurred significant expense for development by utilizing industry experts and others on an as-needed basis.  To date operational costs for such services rendered was approximately $45,000. Respectfully the Company submits that operations are more than “nominal” and that it does not fall within the class of companies for which the SEC was aiming to prevent as referenced in Release Footnote 32. Please see the registration statement filed concurrently herewith as the Amendment.

Use of Proceeds, page 17

3.

 With respect to the aggregate proceeds of the offering, please revise to disclose the anticipated net proceeds from the offering assuming the sale of 25%, 50%, and 75% of the shares that you are offering and the intended disposition of those funds. Refer to Instruction 1 to Item 504 of Regulation S-K.

The Company revised its disclosure with respect to Comment Number 3.  Please see the registration statement filed concurrently herewith as the Amendment.

Intellectual Property, page 35

4.

Please disclose the duration of your trademark. See Item 101(h)(4)(vii) of Regulation S-K.)

The Company revised its disclosure with respect to Comment Number 4.  Please see the registration statement filed concurrently herewith as the Amendment.

KRUEGER LLP

Mr. Jay Ingram

Legal Branch Chief

Office of Manufacturing and Construction

Division of Corporate Finance

United States Securities and Exchange Commission

September 25, 2015

Page 4

Financial Statements

Note 2 – Going Concern, page F-9

5.

Please revise your disclosure here and on page F-18 to provide robust disclosures regarding the substantial doubt about your ability to continue as a going concern.

Specifically, please revise your disclosure to include:

. The possible effects of such conditions and events;

. Your evaluation of the significance of the conditions and events and the mitigating factors;

. Whether there is any possibility that you would discontinue operations; and

. Detailed description of your plans for dealing with the adverse effects of the conditions and events.

Company’s management believes that Note 2 to the financial statements for the period December 15 (inception) to December 31, 2014 and for the six month period ending June 30, 2015 is adequate and compliant with US GAAP (generally accepted accounting principles). The Company and its PCAOB accounting firm thoroughly analyzed its ability to continue as a going concern. The Company in response added further disclosure to both Risk Factors and MD&A. Please see the registration statement filed concurrently herewith as the Amendment.

Note 3 – Intangible Assets and Asset Purchase, page F-19

6.

You present a line item in the table on page F-19 that refers to net property and equipment. It appears that this amount actually relates to intangible assets. Please revise as necessary.

The Company corrected Note 3 with respect to Comment Number 6.  Please see the registration statement filed concurrently herewith as the Amendment.

– The remainder of this page left blank –

KRUEGER LLP

Mr. Jay Ingram

Legal Branch Chief

Office of Manufacturing and Construction

Division of Corporate Finance

United States Securities and Exchange Commission

September 25, 2015

Page 5

Should the Commission or the Staff declare the filing effective, the Company respectfully requests acceleration of the effective date of the pending registration. In connection with this request, the Company hereby acknowledges the following in a separate certification signed by the Company’s President, Mr. David Estus, which is attached to this letter:

1.

The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

2.

Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

3.

The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please feel free to contact us directly with any questions or comments.  Thank you in advance for your assistance.

Very Truly Yours,

/s/ Blair Krueger, Esq.

Blair Krueger, Esq.

cc:

CubeScape, Inc.

Mr. John Cash

Mr. Jeff Gordon

Sherry Haywood, Esq.

Enclosure

CubeScape, Inc.

Attachment:

Krueger LLP

Letter Dated September 25, 2015

CERTIFICATION SIGNED

In connection with this letter, the Company hereby acknowledges the following:

1.

The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

2.

Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

3.

The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

    /s/ David Estus

David L. Estus, President

Chief Executive Officer and Chief Financial Officer

CubeScape, Inc.

Cubicle Design Experts

Mail Stop 4631
August 31, 2015

Via E -Mail
David Estus
President and Chief Executive Officer
CubeScape, Inc.
1854 Oxford Avenue
Cardiff -by-the-Sea, CA  92007

Re: CubeScape, Inc.
Registration Statement on Form S-1
Filed August 4, 2015
  File No. 333 -206068

Dear Mr. Estus :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have additional comments.

General

1. Since you appear to qualify as an “emerging growth company,” as defined in the
Jumpstart Our Business Startups Act (“the Act”), please revise your prospectus to
provide the fol lowing additional disclosures:

 Describe how and when a company may lose emerging growth company status;
 A brief description of the various exemptions that are available to you, such as
exemptions from Section 404(b) of the Sarbanes -Oxley Act of 2002 and Section
14A(a) and (b) of the Securities Exchange Act of 1934; and
 Your election under Section 107(b) of the Act:
o If you have elected to opt out of the extended transition period for complying
with new or revised accounting standards pursuant to Section 10 7(b) of the
Act, include a statement that the election is irrevocable; or

David Estus
CubeScape, Inc.
August 31, 2015
Page 2

 o If you have elected to use the extended transition period for complying with
new or revised accounting standards under Section 102(b)(2)(B) of the Act,
provide a risk factor explaini ng that this election allows you to delay the
adoption of new or revised accounting standards that have different effective
dates for public and private companies until those standards apply to private
companies.   Please state in your risk factor that, as a result of this election,
your financial statements may not be comparable to companies that comply
with public company effective dates.   Include a similar statement in your
critical accounting policy disclosures in MD&A.

2. Please revise the disclosure throughout your filing to state that you are currently a shell
company, as it appears from your disclosure that you have both nominal operations and
nominal assets.  See Rule 405 of Regulation C.  In addition, revise your related Rule 144
disclosure to reflect that you are a shell company.  Note that Rule 144 is not available for
the resale of securities initially issued by issuers with no operations and assets consisting
of cash and nominal other assets.  See Rule 144(i) under the Securities Act.

Use of Proceeds, page 17

3. With respect t o the aggregate proceeds of the offering, please revise to disclose the
anticipated net proceeds from the offering assuming the sale of 25%, 50%, and 75% of
the shares that you are offering and the intended disposition of those funds.  Refer to
Instruction  1 to Item 504 of Regulation S -K.

Intellectual Property, page 35

4. Please disclose the duration of your trademark .  See Item 101(h)(4)(vii) of Regulation S -
K.

Financial Statements

Note 2 – Going Concern, page F -9

5. Please revise your disclosure here and on page F -18 to provide robust disclosures
regarding the substantial doubt about your ability to continue as a going concern.
Specifically, please revise your disclosure to include:
 The possible effects of such conditions and events;
 Your evaluation of the significance of the conditions and events and the mitigating
factors;
 Whether there is any possibility that you would discon tinue operations; and
 Detailed description of your plans for dealing with the adverse effects of the
conditions and events.

David Estus
CubeScape, Inc.
August 31, 2015
Page 3

 Note 3 – Intangible Assets and Asset Purchase, page F -19

6. You present a line item in the table on page F -19 that refers to net property and
equipment.  It appears that this amount actually relates to intangible assets.  Please revise
as necessary.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing in cludes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy o f the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement , please provide  a written statement from the company
acknowledging that:

 should the Commis sion or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated autho rity, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the propos ed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Jeff Gordon, Staff Acc ountant at (202) 551 -3866 or, in his absence,
John Cash, Accounting Branch Chief at (202) 551 -3768 if you have questions regarding

David Estus
CubeScape, Inc.
August 31, 2015
Page 4

 comments on the financial statements and related matters.  Please contact  Sherry Haywood, Staff
Attorney at  (202) 551 -3345 or, in her absence,  me at (202) 551 -3397 with any other questions.

Sincerely,

 /s/ Jay Ingram

 Jay Ingram
Legal Branch Chief
Office of Manufacturing and
Construction

Cc: Via E -Mail
 Blair Krueger, Esq.