We plan to build a team to scale Armed Forces Brewing Company across the country, and eventually internationally as well. Investors will be subject to substantial risks involved in an investment in the Company, including the risk of losing their entire investment. The consideration to be received by a shareholder who owns any Class C Common Stock shall be the same form and amount of consideration per share of Class C Common Stock to be received by the Drag-Along Seller for its Class A Common Stock (or, if the Drag-Along Seller is given an option as to the form and amount of consideration to be received, the same option shall be given) and the terms and conditions of the sale shall, except as otherwise provided in the immediately succeeding sentence, be the same as those upon which the Drag-Along Seller sells its Class C Common Stock. The Company does not expect to update or otherwise revise this Form 1-A, Offering Circular or other materials supplied herewith except as required by law in which case the Company will file post-qualification amendments or offering circular supplements as facts and circumstances warrant. Armed Forces Brewing Company reserves the right to reject certain names and beer ingredients in their absolute discretion. There is also the possibility that the exclusive forum provision may discourage shareholder lawsuits, or limit shareholders ability to bring a claim in a judicial forum that it finds favorable for disputes with the Company and its officers and directors. Furthermore, while the Company will furnish to you information to enable you to file the federal, state and local income tax returns for which you may be liable, preparation and filing of such forms shall be your responsibility. 2019-08. Cash consists of currency held in the Companys checking account. The Company Has Limited Operating History. However, the Company may terminate the Offering at any time for any reason at its sole discretion and may extend the Offering past the planned termination date in the absolute discretion of the Company. Potential interruptions at breweries include labor issues, governmental action, quality issues, contractual disputes, machinery failures, operational shutdowns or natural or unavoidable catastrophes. Armed Forces Brewing is distributed in Texas, Maryland, Virginia and Rhode Island and is about to expand to Florida and Alabama. NEITHER THE DELIVERY OF THIS OFFERING CIRCULAR NOR ANY SALE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE THE IMPLICATION THERE HAS BEEN NO CHANGE IN THE INFORMATION CONTAINED HEREIN SUBSEQUENT TO THE DATE HEREOF. Persons who desire information will be directed to either www. The Company is offering up to $7,500,000.00 of its Shares of Class C Common Stock to investors in this Offering. The text on this website is a summary but does not contain all of the terms of our securities offering. As an outgrowth of these concerns, the possibility exists that advertising by beer producers could be restricted, that additional cautionary labeling or packaging requirements might be imposed, that further restrictions on the sale of alcohol might be imposed or that there may be renewed efforts to impose increased excise or other taxes on beer sold in the United States. Our business, financial condition, results of operations, and prospects may have changed since that date. Armed Forces Brewing was formed in the state of Delaware on January 11, 2019 as Seawolf Brewing Company LLC. The Company currently relies on trade secrets. There is a material disparity between the price of the Shares in this Offering and the effective cash cost to existing shareholders for shares acquired by them in a transaction during the past year. So, hats off to Armed Forces Brewing for that one. Launched in 2019, Armed Forces Brewing Company was founded by experienced veterans of the food and beverage industry, an award-winning brewmaster, and U.S. Military Veterans including famed SEAL. No assurance can be given that the Company will be able to develop a distribution network or secure distributors on terms favorable to the Company. Our beers are natural fits for military installations and the areas surrounding them such as non-military package stores at or near the 100 U.S. Navy/U.S. PLEASE REVIEW ALL RISK FACTORS ON PAGE 15 THROUGH PAGE 41 BEFORE MAKING AN INVESTMENT IN THIS COMPANY. As a result, Boston Beer enjoyed an acceleration in its sales growth in 2020 and early 2021. They currently have two brewery locations, but theyre looking to add more. Furthermore, the effect of certain aspects of the Tax Act on state income tax frameworks is currently unclear, and potential changes to state income tax laws or their interpretation could further increase the Companys income tax expense. Draft. The undersigned hereby authenticate, acknowledge and otherwise adopt the typed signatures above and as otherwise appear in this filing and Offering. It is currently distributed in 14 states and Washington D.C., with plans to expand nationwide.The investment potential of Armed Forces Brewing Company lies in its strong foundation, passionate team, and commitment to giving back to the military community. Press Esc to cancel. If the Company is unable to defend the Company's trade secrets from others use, or if the Company's competitors develop equivalent knowledge, it could have a material adverse effect on. Funds tendered by investors will be kept in an escrow account or holding account until the next closing after they are received by the bank. the date of qualification by the Securities And Exchange Commission. If the Companys distribution agreements are terminated, it may not be able to enter into new distribution agreements on substantially similar terms, which may result in an increase in the costs of distribution. Nothing prohibits a shareholder, or any member, partner, employee, or shareholder of a shareholder, from receiving either (i) additional ordinary and. The Company Will Be Dependent on Its Distributors. Generally, no sale may be made to anyone in our offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. The share-based payments can also serve a strategic purpose by aligning the interests of a supplier and its customer, because the customers additional purchases increase its investment in the supplier. The amendments specify that existing guidance for capitalizing implementation costs incurred to develop or obtain internal-use software also applies to implementation costs incurred in a hosting arrangement that is a service contract. Since then, what started asSeawolf Breweryhas morphed intoArmed Forces Brewing Company, so as not to overlook any branches of service. . Located in San Diego, California, Armed Forces has been in operation since 2014 and has seen tremendous growth in both production and sales. He himself didnt choose that path but is very proud of all his family members who have. Should you choose to invest in this offering using a credit card, you should be aware of several risks. As of December 31, 2020, the Company had $18,962 in cash and cash equivalents. He graduated from Gallaudet University with a degree in Computer Science in 2007. The Company believes that it has exercised reasonable care in conducting an inquiry into Disqualifying Events by the foregoing persons and is aware of the no such Disqualifying Events. The Company may, but under no circumstances will it be obligated to, require additional evidence that a prospective purchaser meets the standards set forth above at any time prior to its acceptance of a prospective purchasers subscription. The Companys offices are located at 1420 Catlyn Place, Annapolis, MD 21401. (4)If you are affiliated with a non-U.S. banking institution (a Foreign Bank), or if you receive deposits from, make payments on behalf of, or handle other financial transactions related to a Foreign Bank, you represent and warrant to the Company that: (a) the Foreign Bank has a fixed address, and not solely an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities; (b) the Foreign Bank maintains operating records related to its banking activities; (c) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct its banking activities; and (d) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a physical presence in any country and that is not a regulated affiliate. Fees in the chart above only reflect the cash fee (5%), and do not reflect the warrants, which are also not represented in the table of beneficial ownership herein. Various parties can be on title for a VA home loan. The Company is current with its foreign, U.S. federal and state income tax filing obligations and is not currently under examination from any taxing authority. The alcohol industry and the restaurant and bar industry as a whole, and the U.S. and global economies, have been substantially affected by the coronavirus pandemic. The Company established an Equity Incentive Plan, effective as of September 10, 2020, for the benefit of certain individuals. Thats not unlike enlisting: You get a challenge coin (because of course you do), an invitation to an annual event (like the birthday ball), a discount at a very specific set of retailers (the PX), and you might not get exactly what you expected out of it. The video, starring well-known former . An Increase in Energy Costs Could Harm the Companys Financial Results. The Use of Proceeds is an estimate based on the Companys current business plan. If the Offering is terminated without a Closing, or if a prospective Investors subscription is not accepted or is cut back due to oversubscription or otherwise, such amounts placed into the Holding Account by prospective Investors will be returned promptly to them without interest or deductions. Each investor must represent in writing that he/she/it meets the applicable requirements set forth above and in the Subscription Agreement, including, among other things, that (i) he/she/it is purchasing the Shares for his/her/its own account and (ii) he/she/it has such knowledge and experience in financial and business matters that he/she/it is capable of evaluating without outside assistance the merits and risks of investing in the Shares, or he/she/it and his/her/its purchaser representative together have such knowledge and experience that they are capable of evaluating. If such an extension of the Offering is to occur, an appropriate filing will be made with the SEC to provide notification of the extension. The Companys principal shareholders may be able to control matters requiring approval by its shareholders, including mergers or other business combinations. As a result, these companies may obtain. Alan Beal is a 35-year veteran of the food & beverage industry and has a passion for craft beer and the military. These expenditures may adversely affect the Companys results of operations and may not result in increased sales. The Shares being offered in this Offering Circular have no voting rights. The OTC Pink Sheets provide significantly less liquidity than the NASDs automated quotation system, or NASDAQ Stock Market. If the Company is unable to establish sufficient marketing and sales capabilities or enter into agreements with third parties, the Company may not be able to effectively market and generate revenues. Further, the Company may not be able to generate significant revenues in the future. They also aim to give back to the military community through their charitable foundation, which supports veterans and their families.So far, Armed Forces Brewing Company seems to be doing well on its mission. Operating Expenses. Further, the importance of brand recognition will increase as competition in the market increases. In addition, the Company expects to incur substantial operating expenses in order to fund the expansion of the Company's business. 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. For further explanation and details, see the Table of Beneficial Ownership herein. See the Plan of Distribution for details regarding the compensation payable in connection with this Offering. Now, I have to circle back because at first when I saw the enlist option I was irritated, because it felt like one blatant attempt at over-the-top military branding too many. The Shares may not be offered, sold, transferred, or delivered, directly or indirectly, to any person who (i) is named on the list of specially designated nationals or blocked persons maintained by the U.S. Office of Foreign Assets Control (OFAC) at www.ustreas.gov/offices/enforcement/ofac/sdn or as otherwise published from time to time, (ii) an agency of the government of a Sanctioned Country, (iii) an organization controlled by a Sanctioned Country, or (iv) is a person residing in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC. (1) The Company shall pay Dalmore a cash success fee equivalent to 5% of the gross proceeds raised in the Offering. The Company does not anticipate any material reclassification, merger, consolidation, or purchase or sale of a significant proportion of assets (not in the ordinary course of business) during the next 12 months. For a full description of the rights of the Shares, please see the section of this Offering Circular entitled Securities Being Offered below. Without cash to pay down these debts, the Chvez administration was forced to dip into oil exports, and roughly a third of PDVSA's oil production in . Attract and retain qualified personnel, as well as develop, train and manage management-level and other employees. ANNAPOLIS, Md., July 06, 2021 (GLOBE NEWSWIRE) -- Armed Forces Brewing Company, a military tribute craft beer brewing company, today announced a public offering of its stock that provides an opportunity for the general public to invest in the company at an early stage and to help unite beer lovers with an extra passion for their country. You should read the following discussion and analysis of the Company's financial condition and results of the Company's operations together with the Company's financial statements and related notes appearing at the end of this Offering Circular. Imported beers also continue to compete aggressively in the United States beer market. There is no assurance that the maximum number of Shares in this offering will be sold. As of December 31, 2019, the unrecognized tax benefits accrual was zero. Either way, the holders of the convertible notes get more shares for their money than would new investors in that subsequent round. These forward-looking statements include matters that are not historical facts. See "Plan of Distribution. Calculated by Time-Weighted Return since 2002. The Company uses agricultural commodities in the manufacturing of its beer. Net loss for the period from January 1, 2020 to December 31, 2020 was $(65,993). Patents, trademarks and copyrights that have been or may be obtained by the Company may be challenged by others, or enforcement of the patents, trademarks and copyrights may be required. Similar to issuing a cash rebate to a customer, issuing a share-based payment to a customer can incentivize additional purchases. For the period of January 1, 2020 through December 31, 2020 as the Company had no taxable income. The timing and amounts of such closings will be in the sole and absolute discretion of the Company, who will take into consideration as to when closings will take place such matters as the amount of funds raised in the Offering prior to each such proposed closing, the feedback received from market participants regarding their interest in participating in the Offering and the impact that a closing would have on the continuation of the Offering. Any infringement of the Company's patent, trademark, copyright or trade secret rights could result in significant litigation costs, and any failure to adequately protect the Company's trade secret rights could result in the Company's competitors offering similar products, potentially resulting in loss of a competitive advantage and decreased revenues. The company is well-positioned for continued growth and expansion in the coming years. The companys beers are distributed throughout Southern California.Armed Forces Brewing Companys beers have been well-received by critics. Should such additional broker-dealers be engaged, an amendment or supplement to this Offering Circular will be filed disclosing the additional fees. The pandemic led to a sharp increase in at-home alcohol consumption. The Company has been and will likely continue to be affected by the coronavirus pandemic. If the Company fails to manage its growth effectively, its business, financial condition or operating results could be materially harmed. There's more to these packages, but a lot of it revolves around typical swag, such as stickers and merch. Any holding accounts may be with payment processors and not a regulated banking institution, and thus may have no federal insurance covering said funds unlike if the funds had been deposited into a regulated U.S. bank or similar banking institution or may have federal insurance that is limited to a certain amount of coverage. As this filing is being made, there is uncertainty as to if, or when, this will change. I highly recommend Benjah Raphael to you all, before meeting him I have been scammed many times but I never give up an I have gained back my money. The Company's business and operations are sensitive to general business and economic conditions in the United States. The Company may provide for the indemnification of directors, officers and others to the fullest extent permitted by law and, to the extent permitted by such law, eliminate or limit the personal liability of directors, officers and others to the Company and its shareholders for monetary damages for certain breaches of fiduciary duty. But persistent double-digit percentage sales growth is fantastic in an industry largely dominated by slow and predictable consumption trends. As the Company is still in the early stages of development, no material tax provision exists as of the balance sheet date. The FASB issues ASUs to amend the authoritative literature in ASC. There is No Public Trading Market for the Company's Shares. There is no assurance that you will realize a return on your investment or that you will not lose your entire investment. The Company will not initially sell the Shares of Class C Common Stock through commissioned broker-dealers other than Dalmore but may do so after the commencement of the offering. 2016-02, Leases, that requires organizations that lease assets, referred to as "lessees", to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases with lease terms of more than 12 months. Jeff has been involved with more than 50 openings, remodels, and consultations in his career. When expanded it provides a list of search options that will switch the search inputs to match the current selection. The Company is offering a Maximum Offering of up to $7,500,000.00 of its Shares. Moreover, the introduction of new products by competitors that compete directly with the Companys products or that diminish the importance of the Companys products to retailers or distributors may have a material adverse effect on the Companys business and financial results, as well as your investment. Material changes from the earlier reported period are primarily due to the Company receiving additional private funding in 2020, as set out below. What a culture. Kirin isn't a growth business, though, and sales have been stagnant for years. In this Offering, the Company is only selling Shares of Class C Common Stock. When you invest, you receive real stock in our company one share of Class C Non-Voting Common Stock for every $10.00 you invest. Coast Guard installations, 114 U.S. Army installations, 21 U.S. Marine Corp installations and 185 U.S. Air Force installations. Foam & Folly Brewing 330 S. 2nd Street and Moon Mountain Rock Shop 338 S. 2nd Street . If the Company is sued in connection with any data security breach, the Company could be involved in protracted and costly litigation. Due to restrictions caused by the COVID-19 global pandemic, we may be forced to not hold such events at all, to hold such events in a virtual or online setting, or to hold such events in a manner otherwise modified as required by laws and restrictions imposed as a result of the pandemic. This Form 1-A and Offering Circular do not purport to contain all of the information that may be required to evaluate the Offering and any recipient hereof should conduct its own independent analysis. Forward-looking statements contained in this Offering Circular, based on past trends or activities, should not be taken as a representation that such trends or activities will continue in the future. The Company had $30,881 revenue from January 1, 2018 to December 31, 2019. You should not place undue reliance on forward-looking statements. In addition, any delays in federal or state government required approvals caused by federal or state government shutdowns could prevent new brands or innovations from getting to market on time or at all. The actual effects of the spread of coronavirus or of another pandemic are difficult to assess as the actual effects will depend on many factors beyond the control and knowledge of the Company. T-Shirts PREAMBLE | WE THE PEOPLE T-SHIRT from $29.95 WE GOT YOUR SIX T-SHIRT from $29.95 IT'S 1700 SOMEWHERE T-SHIRT from $29.95 TRUST IN BEER NOT IN GOVERNMENT T-SHIRT from $29.95 RED FRIDAY T-SHIRT from $29.95 RALLY POINT 2022 COMMEMORATIVE T-SHIRT from $30.00 If the Company fails to successfully compete in its markets, or if the Company incurs significant expenses in order to compete, it could have a material adverse effect on the Company's results of operations. Depending on where you reside, we may not be able to ship beer to you. A number of factors could adversely affect our operating results, including additional government-imposed increases in minimum wages, overtime pay, paid leaves of absence and mandated health benefits, mandated training for employees, changing regulations from the National Labor Relations Board and increased employee litigation including claims relating to the Fair Labor Standards Act. As has occurred with many Internet-based businesses, the Company may be subject to "denial-of-service" attacks in which unknown individuals bombard its computer servers with requests for data, thereby degrading the servers' performance. An Investment In The Shares Is Speculative And There Can Be No Assurance Of Any Return On Any Such Investment. Registration on or use of this site constitutes acceptance of our Terms of Service. Any additional financing could have a negative effect on Shareholders. Regulations issued on November 13, 1986, by the Department of Labor (the Final Plan Assets Regulations) provide that when an ERISA Plan or any other plan covered by Code Section 4975 (e.g., an IRA or a Keogh Plan which covers only self-employed persons) makes an investment in an equity interest of an entity that is neither a publicly offered security nor a security issued by an investment company registered under the Investment Company Act of 1940, the underlying assets of the entity in which the investment is made could be treated as assets of the investing plan (referred to in ERISA as plan assets). Adverse conditions may include recession, downturn or otherwise, local competition or changes in consumer taste. You Will Have Limited Influence On The Management Of The Company. Limitation of Liability and Indemnification of Officers and Directors. Armed Forces Brewing Company is the parent company for three beer brands that pay tribute to each branch of the Military: Seawolf Brewery (Navy, Marines, Coast Guard), Soldier Brewery (Army), and Airmen Brewery (Air Force and Space Force). THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF ANY SUCH STATE. If The Company Fails To Maintain And Enhance Awareness Of The Company's Brand, The Company's Business And Financial Results Could Be Adversely Affected. The Company may have to engage in common equity, debt, or preferred stock financings in the future. are offering to sell, and seeking offers to buy, the Shares only in jurisdictions where offers and sales are permitted. Securities to be issued pursuant to this Offering will be Shares of Class C Common Stock. You should read and understand the significance of these rights and seek the opinion of your investment advisors before purchasing the Shares being offered. In addition, a senior foreign political figure includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure. These laws and regulations may restrict or prohibit a wide range of pricing, discounting, marketing and promotion, sales commission, customer incentive programs and other business arrangements. THE COMPANY MAY REJECT ANY OFFER IN WHOLE OR IN PART AND NEED NOT ACCEPT OFFERS IN THE ORDER RECEIVED. Armed Forces Brewing Company is one such brewery. The Company evaluates its tax positions that have been taken or are expected to be taken on income tax returns to determine if an accrual is necessary for uncertain tax positions. ** Restrictions apply. Prospective investors are not to construe the contents of our offering circular, or of any prior or subsequent communications from our company or any of its employees, agents or affiliates, or on this website as investment, legal, financial or tax advice. This attention to detail results in some delicious brews that are sure to be popular with customers.Another reason to invest in the Armed Forces Brewing Company is their commitment to giving back to those who have served our country. Competition may increase further as a result of advances in the commercial applicability of technologies and greater availability of capital for investment in these industries. The Company has budgeted for the fulfillment of all shareholder benefits/perks from its ongoing operating revenues. The company Reddit page has over 1,700 subscribers and is a popular source of information for potential investors.The company brews a variety of beers including IPAs, stouts, lagers, and wheat beers. This is not a contingent offering, and the Company plans to hold its first closing approximately three weeks after the qualification of the Offering. document.getElementById( "ak_js_1" ).setAttribute( "value", ( new Date() ).getTime() ); We are Veteran owned, Veteran operated, and we make great American beer for Americas Military Heroes, First Responders, and Patriots. If the total capital raised is $7,500,000: Increase in Net Tangible Book Value per Share Attributable to Shares Offered Hereby (based on 750,000 Shares). *Travel and accommodations not included on any perk** Restrictions apply. This Offering is a material event that should cause future reported financial information to be materially different than the numbers reflected below. If any asset sold were depreciable or amortizable, a gain probably would be produced since depreciation and amortization deductions decrease the adjusted tax basis. The Company has a limited operating history. 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