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Fees in the charts above only reflect the cash fees and do not reflect the warrants, which are also not represented in the table of beneficial ownership herein. 30 posts. A variety of state, national, foreign, and international laws and regulations apply to the collection, use, retention, protection, disclosure, transfer and other processing of personal data. In order to obtain a trading symbol and authorization to have the Companys securities trade publicly, the Company must file an application on Form 211 with, and receive the approval by, the Financial Industry Regulatory Authority (FINRA) of which there is no assurance, before active trading of the Companys securities could commence. But honestly, I dont really give a shit about the commercial, and I dont think you should either. These companies are in the middle of it. By Monika. The Market For Beer and Craft Beer Was Slowing Prior To The Pandemic. Alan manages the companys business operations, brand development, military relationships, sales and marketing, and distribution logistics. He is also instrumental in the development of Armed Forces Brewings beer products and quality control. 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. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to managers, 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 thoroughly read and understand the significance of these restrictions and seek the opinion of your investment advisors before purchasing the Shares being offered. Control of the Company and nearly all management decisions affecting the Company will be exercised only by those holding shares of Class A Common Stock, which are not being offered herein. The Companys operating and other expenses could increase without a corresponding increase in revenues, which could have a material adverse effect on the Companys financial results and on your investment. The Company plans to address this through its own breweries, but this method may cause additional problems including supply chain struggles under increased volume and increased operational and freight costs. The Company faces uncertainty as the ongoing pandemic causes significant disruption to U.S and global markets and business, and the alcohol, restaurant and bar industries in general. is anticipated that the account balances in the Companys account may exceed those limits at times. $7,500,000.00 The Company will not accept investments greater than the Maximum Offering amount. THERE IS NO PUBLIC MARKET FOR THE CLASS C COMMON STOCK OR ANY OTHER SECURITIES OF THIS COMPANY, NOR WILL ANY SUCH MARKET DEVELOP AS A RESULT OF THIS OFFERING. Media Contact: MARCH MarketingBeth.dillon@marchcorp.com773-294-5356. Ongoing questions surrounding COVID-19's origins are a vexing irritant in the U.S. and China relationship, with tensions between Washington and Beijing newly roiling over the discovery of a Chinese spy balloon in late January, plus Beijing's close ties with Russia amid its war in Ukraine and the risk of conflict related to Taiwan. (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. This is what the JOBS Act is all about giving everyday Americans in the general public a chance to do what venture capitalists and the rich investors on Wall Street have been allowed to do for years. I've already enlisted. The Deferred Offering Costs of the Company consist solely of legal and other fees incurred in connection with the capital raising efforts of the Company. Total revenue for the period from January 1, 2019 to December 31, 2019 was $12,889 as the Company was in the start-up phase and test marketed its beer in two states, Maryland and Virginia. 3. The Company does not expect to declare dividends for holders of Shares in the foreseeable future. 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 has a taproom and brewery in Kearny Mesa, and a second location in Carlsbad. Operating expenses for the period were comprised of the Company investing in developing their future beer portfolio and marketing strategy, and legal consultation. There can be no assurance that actual results will not differ from those estimates. Should such additional broker-dealers be engaged, an amendment or supplement to this Offering Circular will be filed disclosing the additional fees. 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. 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. 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. The Company Will Be Dependent on Its Distributors. Profitability (as measured by free cash flow) is making a comeback in the wake of the pandemic and helps to support this top dividend-paying beer investment. So, hats off to Armed Forces Brewing for that one. Armed Forces Brewings unique corporate mission and marketing have already created national and global buzz and demand. In addition to owning equity in our company, we give you special perks depending on the amount you invest. If you are interested in investing in Armed Forces Brewing Company Inc., please submit the following form. 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. The Company does not expect there to be any market makers to develop a trading market in the Shares. If Dwolla is used, the service allows a user who has been properly verified by Dwolla to hold a balance of funds in an account held by Dwollas financial institution partner, Veridian Credit Union (VCU), for benefit of Dwollas customers. Every potential investor is advised to seek the advice of his, her or its own tax professionals before making this investment. If you acquire the Shares, you will have no effective voice in the management of the Company. Armed Forces Brewing Company appears to be a good investment at this time due to their strong financial position and potential for future growth. The Company has entered a highly competitive industry and within this highly competitive industry are companies with established track records and substantial capital backing. If the Company is unable to continuously maintain and enhance the Company's and its products presence, the Company's market may decrease which could in turn result in lost revenues and adversely affect the Company's business and financial results. These prices do not necessarily accurately reflect the actual value of the Shares or the price that may be realized upon disposition of the Shares. You should not place undue reliance on forward-looking statements. Armed Forces Brewing Company offers a variety of beers, from light lagers to dark ales. Our three brands Seawolf, Soldier and Airmen are already poised for distribution into Military Exchange stores across America and export overseas. Beal comes from a family with a history of extensive Military service. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. The sale of Shares of the same class as those to be offered for the period of distribution will be limited and restricted to those sold through this Offering. AFBC. We are currently evaluating the effect that the updated standard will have on the financial statements and related disclosures. Stock options or a significant equity ownership position in the Company may be utilized by the Company in the future to attract one or more new key senior executives or others to manage and facilitate the Companys growth. In addition, the Company expects to incur substantial operating expenses in order to fund the expansion of the Company's business. This is an offering made under an exemption from registration via Tier 2 of Regulation A. Under ASC 340-10, costs incurred are capitalized until the offering whereupon the offering costs are charged to members equity or expensed depending on whether the offering is successful or not successful, respectively. 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. An Annapolis-based beer company landed a deal with Walmart and Sam's Club to distribute its brands around the country, making it one of the largest contracts in Maryland's. 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. There have been a number of ASUs to date, including those above, that amend the original text of ASC. James Clark is the Deputy Editor of Task & Purpose and has been with the publication since 2015. The warrants shall comply with transfer restrictions pursuant to FINRA Rule 5110(g)(2)(A)(ii). The Companys Advertising and Promotional Investments May Affect the Companys Financial Results. Jasons expertise is in Information Technology, Information Security, System Engineering, Project Management, Change Management, Budgeting, Acquisitions, and craft beer. Armed Forces Brewing Company offers tours of the brewery, and they also host events such as live music and trivia nights. Net Loss. Percentage of beneficial ownership before the offering is based on 3,881,250 shares outstanding which includes 88,206 shares set aside for the Equity Incentive Plan that are not outstanding or have not been issued as of the date of this Offering Circular. The Company has been operating at a loss since the Company's inception, and the Company expects to continue to incur losses for the foreseeable future. Each investor must represent in writing that he/she meets the applicable requirements set forth above and in the Subscription Agreement, including, among other things, that (i) he/she is purchasing the Shares for his/her own account and (ii) he/she has such knowledge and experience in financial and business matters that he/she is capable of evaluating without outside assistance the merits and risks of investing in the Shares, or he/she and his/her purchaser representative together have such knowledge and experience that they are capable of evaluating the merits and risks of investing in the Shares. https://t.co/dQ17NGhG13 pic.twitter.com/XHkN7uKSPw. 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). The Company may be subject, in the ordinary course of business, to losses resulting from accidents, acts of God and other claims against us, for which the Company may have no insurance coverage. A LEGALLY COMPLIANT TRADING MARKET FOR THE SHARES MAY NEVER BE DEVELOPED. 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. Dalmore is not distributing any securities offering prospectuses in this Regulation A Offering or making any oral representations concerning the securities offering in this Regulation A Offering. An Investment in the Company's Shares Could Result In A Loss of Your Entire Investment. occurred by the termination date of the Offering, in which event investor funds held in the Escrow Account, Holding Account or bank account will promptly be refunded to each investor without interest or deductions. Each investor should consult their tax professional prior to investing. Limitation of Liability and Indemnification of Officers and Directors. The Companys Chief Executive Officer may be reached at 410-999-4117 or via e-mail to alan@armedforcesbrewingco.com. The following table of beneficial ownership sets forth information regarding beneficial ownership of all classes of the Companys shares as of the date of this Offering Circular. To the extent that the Offering Circular contains forward-looking statements regarding the financial condition, operating results, business prospects, or any other aspect of the Companys business, please be advised that the Companys actual financial condition, operating results, and business performance may differ materially from that projected or estimated by the Company. The Company had insignificant product returns from January 1, 2018 to December 31, 2019. If all of the Shares in this Offering are sold, the Shares would represent approximately 16.19% of the issued and outstanding combined shares of the Company. The Companys Business Plan Is Speculative. Armed Forces Brewing Company is a small, veteran-owned brewery located in San Diego, California. Similarly, domains owned and used by the Company may be challenged by others who contest the ability of the Company to use the domain name or URL. ARMED FORCES BREWING COMPANY www.armedforcesbrewingco.com. Increasing the amount of debt will increase the Companys debt service obligations and make less cash available for distribution to the Companys Shareholders. While the Company will attempt to invest only in effective advertising, marketing and promotional activities, it is difficult to correlate such investments with sales results, and there is no guarantee that the Companys expenditures will be effective in building brand equity or growing short term or long-term sales. Certain officers, directors and/or other insiders may hold Shares in the Company and may be able to sell their Stock in a trading market if one should develop. Any fiduciary, participant or beneficiary considering an investment in Shares by a qualified retirement plan IRA or Keogh Plan should examine the individual circumstances of that plan to determine that the investment will not be a prohibited transaction. Article XIV of the Companys Bylaws set out various restrictions on transfer that attach to the Shares of Class C Common Stock being sold in this Offering. As stated in Article XV of the Companys Bylaws, the holder or holders of at least a majority of the outstanding Class A Common Stock (the Drag-Along Seller) have the right to seek and approve a drag-along sale of the corporation. Jan 2019 - Present4 years 2 months. Costs may be greater in some locations and may increase as a result of economic or other factors beyond the Companys control, with a resulting material adverse effect on the Companys financial results and on your investment. In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation, are expensed as incurred. The Company's success is heavily dependent upon the continued active participation of the Company's current executive officers, as well as other key personnel and contractors. 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. On or about December 4, 2020, the Company filed a Certificate of Amendment of Certificate of Incorporation with the state of Delaware whereby the Companys name was changed to Armed Forces Brewing Company, Inc. (Exhibit 1A-2A). There can be no assurance that management's use of proceeds generated through this offering will prove optimal or. Growth could place an increasing strain on its management and financial resources. The company has seen a surge in popularity in recent years, and its products are some of the most popular on the market. Classification of our assets of as plan assets could adversely affect both the plan fiduciary and management. Terms Of Subsequent Financing, If Any, May Adversely Impact Your Investment. The Company does not anticipate dissolution or liquidation. This year, finalists representing all 50 states and theDistrict of Columbiapitched products for consideration through 30-minute one-on-one virtual and in-person meetings at Walmarts headquarters. In selecting third party breweries for brewing services arrangements, the Company intends to carefully weigh abrewerys capability of utilizing traditional brewing, fermenting and finishing methods, its quality control capabilities throughout the production process and automated packaging capability. The Company's projected growth will place a significant strain on the Company's administrative, operational and financial resources. See The Offering Page 13 and Securities Being Offered Page 67 For Further Details. The Shares, when issued, will be fully paid and non-assessable. However, the spread of the coronavirus, if it continues, and any future similar occurrence may cause an overall decline in the economy as a whole and therefore may materially harm our Company long term. Shares outstanding after the Offering does not include a number of Shares equivalent to up to 3% of the number of shares of Class C common stock sold in the offering, which will be exercisable by the broker-dealers or their assigns via warrants in the future based on the terms of said warrants. 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. (Exhibit 1A-2B). Bob is in rare company to be one of a handful of brewers to win the Maryland Governors Cup for Excellence in Craft Beer Brewing. At present, managements best estimate of the use of proceeds, at various funding milestones, is set out in the chart below. The Client will pay a one-time consulting fee of $5,000.00 which will be due and payable immediately after FINRA issues a No Objection Letter. Armed Forces Brewing Company reserves the right to reject certain names and beer ingredients in their absolute discretion. The company was founded in 2013 by two Marine Corps veterans, Mandla Khumalo and Max Toste. Investors will be subject to substantial risks involved in an investment in the Company, including the risk of losing their entire investment. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance or achievements. 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. *Travel and accommodations not included on any perk. The foregoing written notice must state the name and address of the prospective acquiring party and, if the offer or indication of interest is not in writing, describe the principal terms and conditions of the proposed Drag-Along Sale. Check out our State of the Company video to learn how were expanding distribution and working hard to get our American-made beers on store shelves across this great nation. Because this is not a contingent offering, and the Company plans to hold its first closing approximately three weeks after the qualification of the Offering, the likelihood of no closing occurring is very slim. As a result, all matters submitted to Shareholders will be decided by the vote of holders of Class A Common Stock. There is not now, and likely will not be in the near future, a public market for the Shares. Additionally, early-stage companies inherently involve greater risk than more developed companies. Different rules apply to accredited investors. The largest American owned brewing company is Anheuser-Busch InBev. On the plus side, the company has a strong commitment to quality, using only the finest ingredients in their beers. The information on this website was created by Armed Forces Brewing Company, Inc. to assist with marketing our Regulation A stock offering. Contributing to distribution risk is the fact that the Companys distribution agreements will likely be terminable by the distributors on relatively short notice. All subscribers will be instructed by the Company or its agents to transfer funds by credit or debit card or ACH transfer, and possibly by wire transfer or check, directly to the Escrow Account, bank account or holding account established for this Offering. Armed Forces Brewing Company is a veteran-owned and operated brewery located in San Diego, California. 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. The Company will be treated as an entity separate from its Shareholders and classified as a corporation for federal income tax purposes. 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 Team 6 Operator Robert J. ONeill. 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. 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. 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. The USA Patriot Act is designed to detect, deter and punish terrorists in the United States and abroad. Every investor must buy at . 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