have a material adverse effect on its business. The information on this website was created by Armed Forces Brewing Company, Inc. to assist with marketing our Regulation A stock offering. These privacy and data protection-related laws and regulations are evolving, with new or modified laws and regulations proposed and implemented frequently and existing laws and regulations subject to new or different interpretations. For full offering details, please (1) thoroughly review this Form 1-A filed with the Securities and Exchange Commission (2) thoroughly review this Offering Circular and (3) thoroughly review any attached documents to or documents referenced in, this Form 1-A and Offering Circular. 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. No matter what the economy, we always need these products. As a result, these companies may obtain. The Company is, in addition to the risks set out below, subject to all the same risks that all companies in its business, and all companies in the economy, are exposed to. In addition, courts outside the United States are sometimes less willing to protect trade secrets. This is a cause that is dear to the hearts of many Americans, and its nice to see a company supporting it.Finally, the company has plans to expand its operations in the near future. They currently have two brewery locations, but theyre looking to add more. If the Company is sued in connection with any data security breach, the Company could be involved in protracted and costly litigation. Reliance on its own breweries may expose the Company to capacity constraints and risk of disruption of supply, as these breweries are operating at or close to current capacity in peak months. The Companys actual, perceived or alleged failure to comply with applicable laws and regulations or to protect personal data, could result in enforcement actions and significant penalties against the Company, which could result in negative publicity, increase the Companys operating costs, subject the Company to claims or other remedies and may harm its business which would negatively impact the Companys financial well-being and your investment. 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. Please be advised that the Company may not accept any subscription amounts from a prospective purchaser if such purchasers cannot make the representation set forth in the preceding sentence. 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. Operating Expenses. Consequently, investors must rely on sales of their Shares after price appreciation, which may never occur, as the only way to realize any gains on their investment. Until such committees are established, matters that would otherwise be addressed by such committees will be acted upon by the entire Board of Directors. Our Employees, Executive Officers, Directors And Insider Shareholders Beneficially Own Or Control A Substantial Portion Of Our Outstanding Shares, Our employees, executive officers, directors and insider shareholders beneficially own or control a substantial portion of our outstanding stock, which may limit your ability and the ability of our other Shareholders, whether acting alone or together, to propose or direct the management or overall direction of our company. The holders of the Class A Common Stock, Class B Common Stock and Class C Common Stock have equal rights provided by law of the state of Delaware for stockholders of a Delaware corporation and the shares of Class A Common Stock, Class B Common Stock and Class C Common Stock are identical in all respects, except that the holders of Shares of Class C Common Stock have no voting rights, except where expressly required by Delaware law. This provision does not apply to purchasers in secondary transactions. A sector that exploded for them recently has been craft breweries. After Beal created branding for the newSeawolf Breweryand started sharing it on social media, he was overwhelmed by the feedback he received from people who wanted the beer. You should be aware of the long-term nature of your investment in the Company. The company is a product of the merger between U.S.. Alternatively, if a court were to find this exclusive forum provision inapplicable to, or. 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. The Company May Be Unable To Manage Its Growth Or Implement Its Expansion Strategy, The Company may not be able to expand the Company's markets or implement the other features of the Company's business strategy at the rate or to the extent presently planned. Investors are not entitled to any refund of funds transmitted by any means to the Company, or to the escrow account or holding account, for any reason, unless the Investor does not clear compliance by the broker-dealers involved. Some of the advisors, consultants and others to whom the Companys ultimate success may be reliant upon have not signed contracts with the Company and may not ever do so. At each closing, funds for subscriptions accepted from investors who have been issued will be immediately available for the Company's use during the term of the Offering. In any event, except to the extent that investors Shares may be registered on a Form S-1 Registration Statement with the Securities and Exchange Commission in the future, there is absolutely no assurance that the Shares could be sold under Rule 144 or otherwise until the Company becomes a current public reporting company with the Securities and Exchange Commission and otherwise is current in the Companys business, financial and management information reporting, and applicable holding periods have been satisfied. At present, the Company has not issued any convertible notes, but it is possible that such notes could be issued in the future. So far, the brewery has donated over $50,000 to various organizations such as the Navy SEAL Foundation, Wounded Warrior Project, and Operation Homefront.The company has seen rapid growth since its inception. The securities we are offering are offered pursuant to an exemption from registration with the SEC; however, the SEC has not made an independent determination that the securities offered in our offering circular and in our offering are exempt from registration. The Companys Operations Are And Will Be Subject to Certain Operating Hazards Which Could Result in Unexpected Costs or Product Recalls That Could Harm the Companys Business. See Voting Rights section of Securities Being Offered below for details. Moreover, the Company's competitors may independently develop equivalent knowledge, methods and know-how. Robert is employed by Robert J. ONeill, LLC based in Wilmington, Delaware and has been employed as such from 2013 to the present. FEDERAL LAW AND STATE SECURITIES LAWS LIMIT THE RESALE OF SUCH SECURITIES AND IT IS THEREFORE URGED THAT EACH POTENTIAL INVESTOR SEEK COUNSEL CONCERNING SUCH LIMITATIONS. The estimate of the budget for offering costs is an estimate only and the actual offering costs may differ from those expected by management. The Company had insignificant product returns from January 1, 2018 to December 31, 2019. (Tribune News Service) While driving throughAnnapolisand seeing theNaval Academyfor the first time, businessmanAlan Bealhad an idea to create a beer specifically for service members. Substantially all decisions with respect to the management of the Company will be made exclusively by the officers, directors, managers or employees of the Company. The discussions and information in this Offering Circular may contain both historical and forward-looking statements which can be identified by the use of forward-looking terminology including the terms believes, anticipates, continues, expects, intends, may, will, would, should, or, in each case, their negative or other variations or comparable terminology. An Inability to Maintain and Enhance Image Could Affect Your Investment. The following summary is qualified in its entirety by the more detailed information appearing elsewhere in this Offering Circular and/or incorporated by reference in this Offering Circular. Because the Shares have not been registered under the Securities Act or under the securities laws of any state or non-United States jurisdiction, the Shares may have certain transfer restrictions. The Company plans to undertake further equity financing which may be dilutive to existing Shareholders, including you, or result in an issuance of securities whose rights, preferences and privileges are senior to those of existing Shareholders, including you, and also reducing the value of Shares subscribed for under this Offering. Our company goal is to be 60-70% veteran and veteran family employed. This Offering will commence on the qualification of this Offering Circular, as determined by the Securities and Exchange Commission and continue for a period of 365 days. Changes in the general economic climate, both in the United States and internationally, could have a detrimental impact on consumer expenditure and therefore on the Companys revenue. "Use of the Armed Forces Brewing Company name does not constitute DOD endorsement" . At each closing, with respect to subscriptions accepted by the Company, funds held in the escrow account or holding account will be distributed to the Company, and the associated Shares will be issued at that time to the investors that purchased such Shares. A sense of national unity and identity was forged as a result of victory in the First Barbary War and the Second Barbary War. Armed Forces Brewing Companywas selected. You may be required to travel to an official Armed Forces Brewing Company location to taste the beer and provide feedback, or the tasting may take place at our annual shareholder event. These expenditures may adversely affect the Companys results of operations and may not result in increased sales. 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. Since then, what started asSeawolf Breweryhas morphed intoArmed Forces Brewing Company, so as not to overlook any branches of service. (Name, address, including zip code, and telephone number, including area code, of agent for service), (Primary Standard Industrial Classification Code Number). But there are some standouts in the space worth your attention, especially for investors seeking to generate some dividend income along the way. It controls hundreds of beer brands such as Budweiser, Stella Artois, Beck's, Leffe, and an assortment of acquired craft brewers in the U.S. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. When expanded it provides a list of search options that will switch the search inputs to match the current selection. PLEASE REVIEW ALL RISK FACTORS ON PAGE 15 THROUGH PAGE 41 BEFORE MAKING AN INVESTMENT IN THIS COMPANY. These adverse conditions could affect the Company's financial condition and the results of its operations. The Shares have no voting rights. 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. Boston Beer also has no debt, which is a rarity among the massive global beer conglomerates. Enforcing a claim that a third party illegally obtained and is using the Company's Existing patent, copyright, trademark and trade secret rights could be expensive and time consuming, and the outcome of such a claim is unpredictable. 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. Armed Forces Brewings unique corporate mission and marketing have already created national and global buzz and demand. 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. If These Assumptions Or Analyses Prove To Be Incorrect, The Companys Actual Operating Results May Be Materially Different From Its Forecasted Results. The Company will pay existing officers in the future and may hire additional officers in the future and pay them and may also choose to compensate its directors in the future. Furthermore, additional equity financing may be dilutive to the holders of the Companys Shares, and debt financing, if available, may involve restrictive covenants, and strategic relationships, if necessary to raise additional funds, and may require that the Company relinquish valuable rights. This is SteVen the author and founder of skymagzines where you get information related to Science Techonology and finance. Save my name, email, and website in this browser for the next time I comment. Should an interruption occur, the Company could experience temporary shortfalls in production and/or increased production and/or distribution costs and be required to make significant capital investments to secure alternative capacity for certain brands and packages, the combination of which could have a material adverse effect on the Companys business and financial results. A portion of all proceeds from sales goes towards helping veterans and active duty service members through organizations like The Mission Continues and Team Rubicon. 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. Beer GardenWashington, DCOwnArmedForcesBrewingCo.com/afbctwJoined February 2021 230Following 2,354Followers Tweets Tweets & replies Media Likes ARMED FORCES BREWING COMPANY's Tweets The company was founded in 2013 by two Marine Corps veterans, Mandla Khumalo and Max Toste. For more information on this convertible note, or for any additional information regarding the table of beneficial ownership or any matter related to same, please contact the Companys Chief Executive Officer, Alan Beal, who will answer any questions you have regarding this matter. The foregoing analysis is not intended as a substitute for careful tax planning, particularly since the income tax consequences of an investment in the Company are complex. We are more than a local craft beer. The Companys tax returns and positions (including positions regarding jurisdictional authority of foreign governments to impose tax) are subject to review and audit by federal, state, local and international taxing authorities. Our Chief Operating Officer Jeff Jennings has been one of the top food and beverage owner-operators and consultants in the Southeast for more than 30 years with corporate level multi-state, multi-unit experience in managing operations under the Marriott, Hilton, Starwood, and IHG brands. They have an additional 53 package stores on military bases overseas that have an annual revenue of $85 million. The Company has not authorized anyone to provide you with information different from that contained in this Form 1-A and Offering Circular. The Company's projected growth will place a significant strain on the Company's administrative, operational and financial resources. The offering circular is available to download here for you to read and review before you invest. Statements contained herein as to the content of any agreements or other documents are summaries and, therefore, are necessarily selective and incomplete and are qualified in their entirety by the actual agreements or other documents. He is an Armed Forces Brewing Company director instrumental in quality control. The brewery has a taproom and bar located onsite, as well as a tasting room and retail store. The offering circular explains that Armed Forces Brewing Company, Inc. is offering 750,000 Shares of Non-Voting Class C Common Stock at $10.00 per share with a minimum purchase of 20 Shares ($200.00). Shares are down more than 70% from all-time highs due to the slowdown in sparkling seltzer sales expansion, but the Samuel Adams parent will be more than just fine over the long term. Funds will be promptly refunded without interest, for sales that are not consummated. 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. The Company has also paid a FINRA 5110 filing fee of $1,625.00. This litigation could result in substantial costs and diversion of resources and could materially adversely affect the Company's future operating results. the updated standard will have on the financial statements and related disclosures. He is an Afghanistan War veteran and served in the Marine Corps as a combat correspondent. All monies from rejected subscriptions will be returned by the Company to the investor, without interest or deductions. For the avoidance of doubt, the warrants will not be exercisable more than five years from the qualification date of this Offering pursuant to FINRA Rule 5110(f)(2)(G)(i). The Company may face competition from new companies as well as existing companies entering their business space. There is also uncertainty as to what will happen to in this regard should another health-related outbreak occur in the future. (2)You represent and warrant that none of: (a) you; (b) any person controlling or controlled by you; (c) if you are a privately-held entity, any person having a beneficial interest in you; or (d) any person for whom you are acting as agent or nominee in connection with this investment is a country, territory, entity or individual named on an OFAC list, or a person or entity prohibited under the OFAC Programs. If the total capital raised is $5,625,000: Increase in Net Tangible Book Value per Share Attributable to Shares Offered Hereby (based on 562,500 Shares). Their goal is to produce the best tasting beer possible while also supporting the military community. Significant judgment is required in determining our provision for income taxes and other tax liabilities. Although the Company expects to develop arrangements with distributors, growth will require it to maintain such relationships and enter into agreements with additional distributors. The Company will also engage Dalmore as a consultant to provide ongoing general consulting services relating to the Offering such as coordination with third party vendors and general guidance with respect to the Offering. The company's mission is to brew high-quality beer and to support veteran-owned businesses. The use of Dwollas balance functionality is solely as a payment service that facilitates faster transfers in the event that the user decides to become an investor by purchasing securities. The Companys Actual Or Perceived Failure To Adequately Protect Personal Data Could Harm Its Business. Volatility profiles based on trailing-three-year calculations of the standard deviation of service investment returns. Because the Company has been in its start-up phase from January 1, 2018 through December 31, 2020, there has not been substantial revenues generated, and therefore the financial information reported below, and in the accompanying audited financial statements, are not necessarily indicative of future operating results or of future financial condition. 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. 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. As of December 31, 2020, accumulated depreciation totaled $1,808. You can also view it on the SECs website here. When he is not on-duty, Jason travels the United States to attend craft beer festivals and new brewery openings. Therefore, the Company may not be able to protect the Company's proprietary rights against unauthorized third-party use. Investors are urged to consult with their attorneys, accountants and personal investment advisors prior to making any decision to invest in the Company. The pro forma net tangible book value, assuming full subscription in this Offering, would be $1.62 per Share. The Company, by policy, routinely assesses the financial strength of its customer. The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America ("GAAP"). Increased energy costs would result in higher transportation, freight and other operating costs, including increases in the cost of ingredients and supplies. Amit advocates for and assists other entrepreneurs in the deaf community with their start-up businesses. AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. Revenue. There can be no assurance that the Company will effectively manage such increasing complexity without experiencing future planning failures, operating inefficiencies, insufficient employee training, control deficiencies or other issues that could have a material adverse effect on the Companys business and financial results, The Company may continue to avail itself of contract brewing at third-party breweries. Furthermore, the issuance by us of any additional securities pursuant to any future fundraising activities undertaken by us would dilute the ownership of existing Shareholders and may reduce the price of the Shares. Potential interruptions at breweries include labor issues, governmental action, quality issues, contractual disputes, machinery failures, operational shutdowns or natural or unavoidable catastrophes. Dalmore may engage the services of additional FINRA member broker-dealers as part of a selling group, and those additional broker-dealers may be paid additional fees to those disclosed herein. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or others controlling or working with the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. You should carefully consider the following risk factors in addition to any other risks associated with this investment. Should any such agreements be entered into, they will be attached as Material Contracts in Exhibit 1A-6 to a subsequent filing of this Offering Circular. The military exchange retail network is made up of 1,045 package stores and mini-marts in the continental U.S. that account for $292 million in annual beer sales. The Company established an Equity Incentive Plan, effective as of September 10, 2020, for the benefit of certain individuals. *** Restrictions apply. While brewing and distributing great beer is the main focus of our initial operations, we plan to expand into other areas once funding is in place. James Earl Carter Jr. (born October 1, 1924) is an American retired politician who served as the 39th president of the United States from 1977 to 1981. Various parties can be on title for a VA home loan. As of December 31, 2019, the Company had fixed assets of $2,169. Armed Forces Brewing Company offers tours of the brewery, and they also host events such as live music and trivia nights. The Shares, when issued, will be fully paid and non-assessable. There is no minimum number of Shares of Class C Common Stock that need to be sold in order for funds to be released to the Company and for this Offering to close; therefore, there is no assurance the Company will receive funds sufficient to further its business. Armed Forces Brewing Companys mission is to brew beers that honor those who have served.The companys flagship beer is their American Pale Ale, which is brewed with hops from the Pacific Northwest. We are currently evaluating the effect that. An Increase in Energy Costs Could Harm the Companys Financial Results. None of the Shares being sold in this Offering are being sold by existing securities holders. Two Armed Forces Brewing Company hats 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** *Travel and accommodations not included on any perk ** Restrictions apply. Loans. GENERALLY, NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. And theres more! he said with a chuckle. The Shares are being offered on a best-efforts basis to an unlimited number of accredited investors and an unlimited number of non-accredited investors only by the Company and through Dalmore Group, LLC (Dalmore), a broker/dealer registered with the Securities and Exchange Commission (the SEC) and members of the Financial Industry Regulatory Authority (FINRA). 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