Companys Bylaws state that the holders of a majority of the outstanding Class A Common Stock have the right to seek and approve a Drag-Along Sale of the Company. Finally, the beer industry has seen continued consolidation among brewers in order to take advantage of cost savings opportunities for supplies, distribution and operations. The Companys future effective tax rates could be adversely affected by changes in tax laws or their interpretation, both domestically and internationally. Jeff has been involved with more than 50 openings, remodels, and consultations in his career. If youre looking for a good investment, you might want to consider the Armed Forces Brewing Company. 2 A senior foreign political figure is defined as a senior official in the executive, legislative, administrative, military or judicial branch of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. It is possible that the Company may never reach a financial position where it can or will issue dividends. To the extent that the Company needs to avail itself of a third-party brewing services arrangement, it exposes itself to higher than planned costs of operating under such contract arrangements than would apply at a Company-owned brewery, potential lower service levels and reliability than internal production, and potential unexpected declines in the brewing capacity available to it, any of which could have a material adverse effect on the Companys business and financial results. The idea caught fire, leading to the first Starbucks to unionize. Litigation may be necessary in the future to enforce the Company's intellectual property rights, to protect the Company's trade secrets or to determine the validity and scope of the proprietary rights of others. Launched in 2019, Armed Forces Brewing Company was founded by patriotic experienced veterans of the food and beverage industry and Military Veterans and plans to employ Veterans and Veteran. Shares have been rallying lately, but they remain 50% down from all-time highs last reached in 2016. There is no income tax provision for the Company for the period from January 1, 2018 through December 31, 2019 as the Company had no taxable income. Either way, the holders of the convertible notes get more shares for their money than would new investors in that subsequent round. This concentrated control eliminates other Shareholders ability to influence corporate matters and, as a result, the Company may take actions that its Shareholders do not view as beneficial. Some of the largest competitors have acquired and will continue to acquire craft brewers or introduce new domestic specialty brands and hard seltzers to many markets and expand their efforts behind existing brands. There are no restrictions on alienability of the Shares in the corporate documents other than those disclosed in this Offering Circular. This type of dilution might also happen upon conversion of convertible notes into stock. This could have a material adverse effect on the Companys financial results and on your investment. Because the Offering is a best efforts (but not a contingent) offering, the Company may close the Offering without sufficient funds for all the intended purposes set out below or even to cover the costs of the Offering. Money laundering is the process of disguising illegally obtained money so that the funds appear to come from legitimate sources or activities. Such indemnification may be available for liabilities arising in connection with this Offering. *Travel and accommodations not included on any perk** Restrictions apply. The grand majority of the equity of the Company is presently owned by founders, officers and directors, but as Shares of Class C Common Stock of the Company are issued pursuant to this Offering, the founders, officers and directors ownership in the Company will be diluted. Stock Advisor list price is $199 per year. Failure to comply with existing laws and regulations to which the Companys operations are subject or any revisions to such laws and regulations or the failure to pay taxes or other fees imposed on the Companys operations and results could result in the loss, revocation or suspension of the Companys licenses, permits or approvals, and could have a material adverse effect on the Companys business, financial condition and results of operations. Although it's the fifth-largest beer maker in the world, Molson Coors' stock has substantially declined for years. What started asSeawolf Breweryhas morphed intoArmed Forces Brewing Company, so as not to overlook any branches of service. Theres Bootcamp which comes in between$500-$999 and Brigade at $1,000-$4,999, and then it just keeps climbing. At times, the Company may maintain balances in excess of the federally insured limits. The Company was formed for the general purpose of transacting any or all lawful business for which a corporation may be formed in the State of Delaware. ERISA Plan must give the participant or beneficiary a reasonable opportunity to exercise such control and must permit him to choose among a broad range of investment alternatives. None of the Securities Offered Are Being Sold By Present Security Holders. Armed Forces Brewing Company is owned by Military Veterans and is known for great tasting beers as well as its outrageous and patriotic videos for its public stock offering, which has. As of December 31, 2020, the Company did not have any material outstanding accounts receivable. Net Loss. Each investor should consult their tax professional prior to investing. The statements of the Company contained herein are based on information believed to be reliable. We want you to invest and come along for the ride with us, but if you are looking for a stock you can buy today and sell tomorrow or in the near future, this investment is not for you. These growth and business strategies include but are not limited to enhancing the Companys operating infrastructure and otherwise responding to competitive pressures. The warrants described in the preceding paragraph and the right to purchase securities upon exercise hereof shall terminate upon the earliest of (a) the close of business on the five-year anniversary of qualification of the Company's Regulation A offering or (b) the consummation of a sale, merger or the like of the Company or an initial public offering of the Company. Investor will participate in a military-based planned activity to be announced with members of the Companys management and advisors. I have a grandfather who served in World War II. Depending on where investor resides, the Company may not be able to ship beer to the investor. Investing in Armed Forces Brewing Company could be just the thing you need to diversify your portfolio while supporting a worthy cause at the same time. Depending on where you reside, we may not be able to ship beer to you. If the maximum amount is raised in this Offering, investors in this Offering will own approximately 16.19% of the Company. Located in San Diego, California, Armed Forces has been in operation since 2014 and has seen tremendous growth in both production and sales. The extent to which the coronavirus impacts our business will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus and the actions to contain the coronavirus or treat its impact, among others. But honestly, I dont really give a shit about the commercial, and I dont think you should either. Factors relating to our business that may contribute to these fluctuations include the following events, as well as other factors described elsewhere in this document: Unanticipated changes to economic terms in contracts with clients, vendors, partners and those with whom the Company does business, including renegotiations; Downward pressure on fees the Company charges for our services, which would therefore reduce our revenue; Failure to obtain new clients and customers for our services; Cancellation or non-renewal of existing contracts with clients and customers; Changes in state and federal government regulations, international government laws and regulations or the enforcement of those laws and regulations; General economic and political conditions, both domestically and internationally, as well as economic conditions specifically affecting industries in which the Company operates. Management believes that after the coronavirus pandemic subsides, the demand for alcohol, restaurants and bars in the United States will grow, creating an opportunity for the Company. Necessity of Prospective Shareholders Obtaining Independent Professional Advice. The net proceeds from the Offering, assuming it is fully subscribed, are expected to be approximately $6,925,000.00 after the payment of offering costs including broker-dealer fees. Additional Financing May Be Necessary for The Implementation of The Company's Growth Strategy, Whether the Company is successful in selling the maximum number of Shares in this Offering or not, the Company may require additional debt, equity or other financing to pursue the Companys growth and business strategies. If you purchase Shares in this Offering, you will do so without any assurance that the Company will raise enough money to satisfy the full Use of Proceeds which the Company has outlined in this Offering Circular or to meet the Companys working capital needs. Investment Securities. This Form 1-A and Offering Circular are submitted in connection with the Offering described herein and may not be reproduced or used for any other purpose. The guidance is effective for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021, and early application is permitted. But for those looking for stable growth over time from this large component of the consumer staples sector of the stock market, some beer stocks are worth considering. Additionally, convertible notes may have a price cap on the conversion price, which effectively acts as a share price ceiling. Kendall Almerico, securities counsel to the Company, is the holder of an option to exercise for 112,827 Shares of Class C Common Stock of the Company. He isa Network Systems Engineer and Team Leader for the U.S. Department of Defense in Ft. Meade Maryland and has been in that role since 2009. Certain states are considering or have passed laws and regulations that allow the sale and distribution of marijuana. The Company will provide the opportunity to ask questions of and receive answers from the Company's management concerning terms and conditions of the Offering, the Company or any other relevant matters and any additional reasonable information to any prospective investor prior to the consummation of the sale of the Shares. We debuted our first beer, Special Hops IPA during the Military Bowl inDec. 28, 2017, here inAnnapolis, Beal said. There have been a number of ASUs to date, including those above, that amend the original text of ASC. 3881250. The Company has not filed for bankruptcy protection nor has it ever been involved in receivership or similar proceedings. While these distribution agreements will likely contain provisions giving the Company enforcement and termination rights, some state laws will likely prohibit the Company from exercising these contractual rights. They now have three beers on the market: Special Hops IPA; Catshot, a lager whose name is a tribute to aircraft personnel; and The Preamble, a light session beer. Armed Forces Brewing Company is a privately owned microbrewery that was founded in San Diego, California in 2014. In order to review all of the terms of our securities offering, you should review our offering circular that contains all of the terms, conditions, risk factors, and disclosures that you should read and understand before you invest in our company. You can also view it on the SECs website here. The Tiananmen Square protests, known in Chinese as the June Fourth Incident [1] [2] ( Chinese: ; pinyin: lis shjin ), were student-led demonstrations held in Tiananmen Square, Beijing, during 1989. This is an offering made under an exemption from registration via Tier 2 of Regulation A. If the Company fails to successfully promote the Company's brand names or if the Company incurs significant expenses promoting and maintaining the Company's brand names, it would have a material adverse effect on the Company's results of operations. None of the Securities Offered Are Being Sold By Present Security Holders. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The estimated Offering Expenses in this chart include, among other things, legal fees, accounting costs, reproduction expenses, due diligence, marketing, consulting, broker-dealer out-of-pocket expenses, administrative services, technology provider fees, banking fees, other costs of blue sky compliance, and actual out-of-pocket expenses incurred by the Company selling the Shares, but which do not include fees paid to Dalmore or any type of commissions to be paid to any broker-dealer. The offering circular is available to download here for you to read and review before you invest. The subscription agreement includes a representation that if you are not an accredited investor as defined under federal securities law, you are investing an amount that does not exceed the greater of 10% of your annual income or 10% of your net worth, as described in the subscription agreement. We celebrate our country, military, and beer! The Companys independent auditors have raised doubts about the Companys ability to continue as a going concern. Armed Forces Brewing Company's Seawolf division today released a video divulging the origin of the secret recipe for their popular beer - Special Hops IPA. "We started in Annapolis, Md., initially as Seawolf Brewery, which was pretty much a tribute to Navy service," Alan Beal, AFBC's chief executive, tells . There is also uncertainly as to what long-term restrictions or other effects will occur in the alcohol, restaurant and bar industries. Depreciation expenses totaled $723 for the year ended December 31, 2019. Robert is also a global public speaker, social media influencer, and best-selling author of the book The Operator: Firing the Shots That Killed Osama bin Laden and My Years as a SEAL Team Warrior. Since leaving active duty, ONeill is also the founder of theSpecial Operators Transition Foundation, which provides individualized transition support for special operations heroes and their families. Armed Forces Brewing Company was created to pay homage to the U.S. Military through its four beer brands that pay tribute to each branch of the Military: Seawolf Brewery (Navy, Coast Guard), Soldier Brewery (Army), Jarhead Brewery (Marines) and Airmen Brewery (Air Force and Space Force). Deterioration in the brand equity (brand image, reputation and product quality) of the Company or its products may have a material adverse effect on its financial results as well as your investment. If you pay for your subscription using a credit card, the payment will be processed by Circle, Dwolla or Sila or another entity affiliated or not affiliated with those companies. The advertisement itself is pretty standard fare these days, and its similar to commercials from veteran-run businesses that are already out there, which is to say that it plays like a military-grade and mega-moto version of Dollar Shave Clubs 2012 viral hit. Should such additional broker-dealers be engaged, an amendment or supplement to this Offering Circular will be filed disclosing the additional fees. Therefore, the Company may not be able to protect the Company's existing patent, copyright, trademark and trade secret rights against unauthorized third-party use. The minimum investment amount for a single investor is $200.00 for 20 Shares unless reduced on a case-by-case basis by the Company. NO OFFERING LITERATURE OR ADVERTISING IN ANY FORM SHOULD BE RELIED ON IN CONNECTION WITH THE OFFERING EXCEPT FOR THIS OFFERING CIRCULAR, ANY EXHIBITS ATTACHED AND THE STATEMENTS CONTAINED IN BOTH. Direct and indirect energy costs change unpredictably. The Company Has Incurred Debt And Will Likely Incur Additional Debt. This information does not necessarily indicate beneficial ownership for any other purpose. Armed Forces Brewing Company is a relatively new venture in the craft brewing industry, but it has already proven itself to be a viable and potentially lucrative investment opportunity. Both my partners loved craft beer and wanted to start aNavy-specific craft beer brand, Beal said. The Shares Are Offered on A Best Efforts Basis and The Company May Not Raise the Maximum Amount Being Offered. Drag-Along Sale means any transaction or series of related transactions pursuant to which an Independent Purchaser will acquire, whether by merger, liquidation, consolidation, reorganization, combination, recapitalization, or a sale, exchange, or other transfer, (A) all or substantially all of the assets of the Company determined on a consolidated basis, or (B) a majority of the Class A Common Stock (or any securities issued in respect of, or in exchange or substitution for, any of those shares in connection with any stock split, dividend, or combination, or any reclassification, recapitalization, merger, consolidation, exchange, or similar reorganization). This experienced management team will lead the charge into our bar and restaurant operations in the future which will help to further establish our brands. The Offering Price For The Shares of Class C Common Stock Being Sold In This Offering Has Been Determined By The Company. The Companys team that is present will hand sign the investors target after the shooting event. After retiring from the Army, George decided to pursue his passion for brewing and started Armed Forces Brewing Company.The company is based out of San Diego, California, and all of their beers are brewed in small batches using only the highest quality ingredients. As of December 31, 2020 as the Company had no taxable income, the unrecognized tax benefits accrual was zero. These companies are its leaders. Each investor may be subject to federal or state income tax, as well as other taxes, and should consult their tax professional prior to investing. So if youre looking for a tasty investment, this could be the one for you.Of course, as with any investment, there are no guarantees. Successfully promoting and positioning the Company's brands, products and services will depend largely on the effectiveness of the Company's marketing efforts. The Company Has Significant Discretion Over The Net Proceeds Of This Offering, The Company has significant discretion over the net proceeds of this Offering. Armed Forces Brewing Company is a craft beer company founded by two veterans of the US military. Except as required by Delaware law, each holder of Class A Common Stock, as such, shall be entitled to one vote for each share of Class A Common Stock held of record by the holder on all matters on which shareholders generally are entitled to vote. Armed Forces Brewing Company reserves the right to reject certain names and beer ingredients in their absolute discretion. An investment in our company should only be made if you are capable of evaluating the risks and merits of this investment and if you have sufficient resources to bear the entire loss of your investment, should that occur. EACH INVESTOR SHOULD CONSULT HIS OR HER OWN ATTORNEY, ACCOUNTANT OR. The Companys Business Plan Is Speculative. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS CONCERNING THE COMPANY OTHER THAN THOSE CONTAINED IN THIS OFFERING CIRCULAR, AND IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON. Therefore, should any of these key personnel, management or founders die or become disabled, the Company may not receive sufficient, or any, compensation that would assist with such person's absence. Typically, the terms of convertible notes issued by early-stage companies provide that in the event of another round of financing, the holders of the convertible notes get to convert their notes into equity at a discount to the price paid by the new investors, i.e., they get more shares than the new investors would for the same price. Theres Seawolf Brewing for the Navy, Coast Guard, and Marine Corps; Soldier Brewing for the Army, and Airmen Brewing for the Air Force and Space Force. IF YOU ARE UNCERTAIN AS TO WHETHER OR NOT OFFERS OR SALES MAY BE LAWFULLY MADE IN ANY GIVEN STATE, YOU ARE HEREBY ADVISED TO CONTACT THE COMPANY. An Inability to Maintain and Enhance Image Could Affect Your Investment. Encryption software and the other technologies used to provide security for storage, processing and transmission of confidential customer and other information may not be effective to protect against data security breaches by third parties. The Offering is being conducted on a best-efforts basis without any minimum number of Shares or amount of proceeds required to be sold. The estimate of the budget for offering costs is an estimate only and the actual offering costs may differ from those expected by management. In his current role at Batteries Plus, Detenber Derek Detenber Of Batteries . Charge to Retained Earnings for pre-inception costs was $42,675. Im proud to work with some great Americans making great American beer, said ONeill. In addition to the veteran and spouse, two or more persons who intend to hold title may be placed on the mortgage with the veteran. 10% discount in the Companys online store, once it opens. If Circle is used, the Holding Account will be a linked bank account through Silvergate Bank or another financial institution within the Circle Internet Financial Limited payment infrastructure which is set up to hold funds paid by Investors into the Company's Offering pending the acceptance by the Company or the Broker-Dealer, and a closing of the Offering for which the funds were paid. To Date, The Company Has Had Operating Losses And Does Not Expect To Be Initially Profitable For At Least The Foreseeable Future, And Cannot Accurately Predict When It Might Become Profitable. Until such committees are established, matters that would otherwise be addressed by such committees will be acted upon by the entire Board of Directors. Seven years later, that thought has turned into a growing business producing three beers that will soon be sold at a major nationwide retailer. ONeill is one of the most highly decorated combat veterans of this era, serving as a combat leader for Seal Team 6. The Company has competitors both in the United States and internationally. Armed Forces Brewing Company is a Military tribute craft brewing companythatpayshomage to our great American Military both active duty and Veterans. In the future, Armed Forces Brewing Company plans to open taprooms and breweries across the country. He is an Afghanistan War veteran and served in the Marine Corps as a combat correspondent. are based on reasonable assumptions, you should be aware that many factors could affect its actual operating and financial performance and cause its performance to differ materially from the performance anticipated in the forward-looking statements. The company is also in the process of establishing the AFBC Veterans Foundation, a non-profit to support Veterans in transition from active duty to civilian life. With a $200 minimum investment at $10 per share, interested parties can not just get a piece of the company, they can score some fun perks. 1 These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs. Unless Extended For Up To Another 365 days or Terminated Earlier By The Issuer. The Companys ability to obtain and then maintain its distribution arrangements may be adversely affected by the fact that many of its distributors will be reliant on one of the major beer producers for a large percentage of their revenue and, therefore, they may be influenced by such producers. Armed Forces Brewing doesn't make any beer at all . The company has many military veterans on staff, including Director of Military RelationsRobert ONeill. Calculated by average return of all stock recommendations since inception of the Stock Advisor service in February of 2002. But persistent double-digit percentage sales growth is fantastic in an industry largely dominated by slow and predictable consumption trends. In addition to selling their beer in kegs, they also distribute their beer to bars and restaurants throughout San Diego County.The company has experienced rapid growth since its inception and is currently on pace to produce over 10,000 barrels of beer in 2018. Alan was the Chief Operating Officer of Seawolf Brewery, LLC based in Annapolis Maryland from 2015 to 2019, and has been the Chief Executive Officer of Seawolf Brewing Company, Inc. which became Armed Forces Brewing Company, Inc. since its inception in 2019. INVESTMENT OPPORTUNITY. The Company maintains the right to accept or reject subscriptions in whole or in part for any reason or for no reason. VIP Treatment and four invitations to our annual shareholder event*, Invite +1 to a Meet and Greet and dinner the evening before the Companys annual shareholder event with members of our management and our advisory board, Four Armed Forces Brewing Company beer glasses, Access for three to the VIP tent/section at one event we sponsor, Membership in our tasting club where you have the opportunity taste every new beer before it goes to market**. See the description in section entitled Use of Proceeds on page 50 herein. This is not a contingent offering, and the Company plans to hold its first closing approximately three weeks after the qualification of the Offering. Contact and/or notify the Company, if needed, to gather additional information or clarification on an investor; 4.Not provide any investment advice nor any investment recommendations to any investor; 5.Keep investor details and data confidential and not disclose to any third-party except as required by regulators or in our performance under the broker-dealer agreement (e.g., as needed for AML and background checks); 6.Coordinate with third party providers to ensure adequate review and compliance; and. Should one or more of these risks or uncertainties materialize, or should any of these assumptions prove incorrect or change, the Company's actual operating and financial performance may vary in material respects from the performance projected in these forward-looking statements. Investments in Armed Forces Brewing Company begin at $200, at $10 a share and come in different tiers with their own perks. Chief Executive Officer, Chief Financial Officer and Director. To the extent lawful, every shareholder waives any and all such rights under Delaware Law and any other appraisal rights, dissenters rights, or similar rights arising in connection with an Approved Sale and grant to the Drag-Along Seller the sole right to approve or consent to a Drag-Along Sale, without the approval or consent of any other shareholders. So, hats off to Armed Forces Brewing for that one. are offering to sell, and seeking offers to buy, the Shares only in jurisdictions where offers and sales are permitted. Armed Forces Brewing Company, Inc. is a Delaware corporation. A data security breach of the systems on which sensitive account information are stored could lead to fraudulent activity involving the Company's products and services, reputational damage, and claims or regulatory actions against us. Inception of the most highly decorated combat veterans of the Securities Offered are Being by... 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