Watch on. In addition to the shares in Armed Forces Brewing Company Inc. you purchase, each investor at the various investment levels below will receive the following perks from us. Nearly 20 years after the overthrow of Saddam Hussein by U.S.-led forces, Iraqi President Abdul Latif Rashid wants the world to know his country now is at peace, democratic and intent . They have something for everyone, and their beers are always of the highest quality. The Company's business and operations are sensitive to general business and economic conditions in the United States. We are Veteran owned, Veteran operated, and we make great American beer for America's Military Heroes, First Responders, and Patriots. Each investor should consult their tax professional prior to investing. These laws and regulations are subject to frequent reevaluation, varying interpretations and political debate, and inquiries from governmental regulators charged with their enforcement. 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 market for beer, and particularly craft beer, within the United States is highly competitive due to the increasing number of domestic and international beverage companies with similar pricing and target drinkers, gains in market share achieved by domestic specialty beers and imported beers, the acquisition of craft brewers by larger brewers and the introduction and expansion of hard seltzers. Coast Guard installations, 114 U.S. Army installations, 21 U.S. Marine Corp installations and 185 U.S. Air Force installations. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. 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. The Company Has Not Paid Dividends In The Past And Is Uncertain If It Will Be Able To Pay Dividends In The Foreseeable Future, So Any Return On Investment May Be Limited To The Value Of The Shares. THE CONTENTS OF THIS OFFERING CIRCULAR ARE NOT TO BE CONSTRUED AS LEGAL OR TAX ADVICE. The Company intends to continue to develop the Company's business model as the Company's market continues to evolve. *** Restrictions apply. Before investing in our offering, please review our offering circular carefully, ask any questions of the companys management that you would like answered and consult your own counsel, accountant and other professional advisors as to legal, tax and other related matters concerning this investment. A Review of Special Hops IPA by Armed Forces Brewing. 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. So, hats off to Armed Forces Brewing for that one. Armed Forces Brewing may be based in Annapolis, Maryland, home of the U.S. The Shares in this Offering have no protective provisions. He avoids Northern Ireland and Matt Hancock's leaked WhatsApps at first, instead choosing to challenge the prime minister on the cost . If the Company is sued in connection with any data security breach, the Company could be involved in protracted and costly litigation. Your name on our online wall of investors (and later in our physical locations) at the $5,000+ level plus special recognition at each Armed Forces Brewing Company location opened in the future. 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. 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. If either a third-party facility failed, or the Company's ability to access the Internet was interfered with because of the failure of Internet equipment in general or if the Company becomes subject to malicious attacks of computer intruders, its business and operating results will be materially adversely affected. When we start brewing beer in our own facilities, we have plans for tap rooms, stand-alone brewpubs and restaurants to support the brand and to drive additional revenues. The Federal Deposit Insurance Corporation insures balances up to $250,000. When you apply to invest in the Company, the funds you tender will in some cases be kept in an escrow account with PrimeTrust, or a holding account set up through one of three payment processing alternatives (Circle, Dwolla or Sila) until the next closing after they are received in said account. 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. This field is for validation purposes and should be left unchanged. The Service has not yet promulgated regulations defining appropriate methods for the determination of fair market value for this purpose. Armed Forces Brewing Company has three brands under its masthead, each tailored to different military branches and in different stages of development. Only share with people of legal drinking age. Such occurrences may create bad tasting beer or pose health risk to the consumer or risk to the integrity and safety of the packaging. However, if a Qualified Plan or IRA earns unrelated business taxable income (UBTI), this income will be subject to tax to the extent it exceeds $1,000 during any fiscal year. These cautionary statements qualify all forward-looking statements attributable to the Company or persons acting on its behalf. It is possible that (a) Disqualifying Events may exist of which the Company is not aware and (b) the SEC, a court or other finder of fact may determine that the steps that the Company has taken to conduct its inquiry were inadequate and did not constitute reasonable care. It is important that the Company maintains and enhances its image and the image of its products. Armed Forces Brewing Companywas selected. Mr. Almericos law firm, Kendall A. Almerico, P.A., is counsel named in this Offering Circular as having prepared this Offering Circular. These provisions could also limit the price that investors might be willing to pay in the future for the Shares. Engineering Academy launched to meet skills needs in Cumbria AN INNOVATIVE Engineering Academy has been launched by Lakes College to deliver Various parties can be on title for a VA home loan. Under Delaware law, non-voting shareholders are entitled to vote on certain matters despite having non-voting shares, which include, conversions and transfers, domestications, or continuances of the Company and amendments to the certificate of incorporation that would, unless otherwise provided in the certificate of incorporation increase or decrease the aggregate number of authorized shares, increase or decrease the par value of the shares, or adversely alter or change the powers, preferences, or special rights of the shares. According to their recent statement, Armed Forces Brewing Company was launched in 2019 and aims to raise $7.5 million in order to acquire a brewing facility to maximize production so the company can reach as many Americans as possible. Investments in Armed Forces Brewing Company begin at $200, at $10 a share and come in different tiers with their own perks. Brewery. 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 . The Company is taxed as a C Corporation for federal and state income tax purposes. The Company is a Delaware corporation for the general purpose of transacting any or all lawful business for which a corporation may be formed in the State of Delaware. Company may need to increase the Company's financial commitment to creating and maintaining brand awareness. 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. 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 Company uses agricultural commodities in the manufacturing of its beer. 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 Use of Proceeds is an estimate based on the Companys current business plan. 21 See more Follow us on social media: Instagram: armedforcesbrewingcompany Twitter: @ArmedForcesBC Parler: @ArmedForcesBrewingCompany 78,244 people like this 80,203 people follow this The Company will conduct one or more closings on a rolling basis as funds are received from investors. Armed Forces Brewing Company is a privately owned microbrewery that was founded in San Diego, California in 2014. The undersigned hereby authenticate, acknowledge and otherwise adopt the typed signatures above and as otherwise appear in this filing and Offering. 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. 3881250. The warrants shall comply with transfer restrictions pursuant to FINRA Rule 5110(g)(2)(A)(ii). Payments of trade receivables are allocated to the specific invoices identified on the customers remittance advice or, if unspecified, are applied to the earliest unpaid invoice. 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. But persistent double-digit percentage sales growth is fantastic in an industry largely dominated by slow and predictable consumption trends. There is no pending litigation or proceeding involving any of the Companys directors or officers as to which indemnification is required or permitted, and the Company is not aware of any threatened litigation or proceeding that may result in a claim for indemnification. Right now, it contracts with a brewing company, which takes the recipes created by Rupprecht to a brewery inFloridato produce the beers. 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. IT IS NOT POSSIBLE TO FORESEE ALL RISKS THAT MAY AFFECT THE COMPANY. Information on the investment opportunity is available at: www.OwnArmedForcesBrewingCo.com. For more details on the rights of the Shares, see the Bylaws attached hereto and the section Securities Being Offered below. hire necessary personnel or effectively manage unexpected expansion difficulties, the Company's financial condition and results of operations could be materially and adversely affected. A member of the Democratic Party, he previously served as a Georgia state senator from 1963 to 1967, and as the 76th governor of Georgia from 1971 to 1975.. Carter was born and raised in Plains, Georgia, graduated from the United States Naval . Necessity of Prospective Shareholders Obtaining Independent Professional Advice. In particular, the Company uses large quantities of hops and may be reliant on a single supply contract, or only a small number of suppliers, for this ingredient. Total funding provided by these sources from inception through December 31, 2020 amounted to $236,030 and has continued since then. This Preliminary Offering Circular shall only be qualified upon order of the Commission, unless a subsequent amendment is filed indicating the intention to become qualified by operation of the terms of Regulation A. The inability to attract and retain the necessary personnel, consultants and advisors could have a material adverse effect on the Company's business, financial condition or results of operations. Molson Coors also reinstated its dividend payment following a temporary pause at the start of the COVID-19 pandemic. Since the creation of the new entity in 2008, shares are only up about 50%, compared to 380% for the S&P 500. A sense of national unity and identity was forged as a result of victory in the First Barbary War and the Second Barbary War. The company was founded in 2013 by two veterans of the United States Marine Corps, Adam Firestone and David Walker. Under Code Section 408(i), as amended by the Tax Reform Act of 1986, IRA trustees must report the fair market value of investments to IRA holders by January31 of each year. Additionally, convertible notes may have a price cap on the conversion price, which effectively acts as a share price ceiling. Employee misconduct could also involve improper or illegal activities which could result in regulatory sanctions and serious harm to the Company's reputation. Through good times and bad, the beer industry enjoys steady rates of consumer consumption and is one of the top beverages of choice around the world. He is anArmed Forces Brewing Companydirector instrumental in quality control. 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. including the matters set forth under the section entitled Risk Factors, could affect (and in some cases have affected) the Companys actual results and could cause such results to differ materially from estimates or expectations reflected in this Offering Circular and in any forward-looking statements made herein or by the Company. Investor suitability standards in certain states may be higher than those described in this Form 1-A and/or Offering Circular. 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. Nevertheless, a few notable names stand out as worthy of investor attention. If you invest in the Shares, you will be subject to this provision and may be required to participate in such a sale as set out in the Bylaws. The Company has a very short operating history and no assurance that the business plan can be executed, or that the Company will generate revenues or profits. We also note that some of the perks involve the attendance at events. AN INVESTMENT IN THIS 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. There is no assurance that the maximum number of Shares in this offering will be sold. All five armed services are among the seven uniformed services of the United States.From the time of its inception, the U.S. Armed Forces played a decisive role in the history of the United States. Best known for Kirin, one of Japan's largest beer labels. The Company had net cash of $(155) on December 31, 2019. The Companys Actual Or Perceived Failure To Adequately Protect Personal Data Could Harm Its Business. The Company may have to engage in common equity, debt, or preferred stock financings in the future. 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. market acceptance more rapidly than the Company is able and may be more effective themselves as well. 734 S. 7th St. Grand Junction, CO 81501 Phone: 970-242-5050 Email: webmaster . The Company may not be able to sell the Maximum Offering amount. Net Loss. investors should note that this chart contains only the best estimates of the Companys management based upon information available to them at the present time, and that the actual use of proceeds is likely to vary from this chart based upon circumstances as they exist in the future, various needs of the Company at different times in the future, and the discretion of the Companys management at all times. In particular, sales, marketing and business arrangements are subject to extensive laws and regulations intended to prevent fraud, misconduct, kickbacks, self-dealing and other abusive practices. Government-sponsored campaigns and campaigns by other third parties against excessive drinking, licensing reforms relating to the sale of alcoholic beverages and changes in drunk driving laws and other laws may reduce demand for the Companys products and any change in the brewing legislation and other legislation could have an impact upon present and future products which the Company may produce, which could have a material adverse effect on the Companys financial results and on your investment. 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. The Company currently does not pay its directors any compensation for their services as board members, with the exception of reimbursing board related expenses. Computer, Website or Information System Breakdown Could Affect The Companys Business, Computer, website and/or information system breakdowns as well as cyber security attacks could impair the Companys ability to service its customers leading to reduced revenue from sales and/or reputational damage, which could have a material adverse effect on the Companys financial, A Data Security Breach Could Expose The Company To Liability And Protracted And Costly Litigation, And Could Adversely Affect The Company's Reputation And Operating Revenues. Earned the Bar Explorer badge! The delivery of this Form 1-A and Offering Circular at any time does not imply that the information contained herein is correct as of any time subsequent to the date of this Form 1-A and Offering Circular. This litigation could result in substantial costs and diversion of resources and could materially adversely affect the Company's future operating results. 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. Under the regulations, the beneficiary must not only exercise actual, independent control in directing the particular investment transaction, but also the. 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. The Company disclaims any obligation, and undertakes no obligation, to update or alter any forward-looking statement, whether as a result of new information, future events/developments or otherwise or to conform these statements to actual results. In addition, the programs administered by the OFAC (the OFAC Programs) prohibit dealing with individuals1 or entities in certain countries, regardless of whether such individuals or entities appear on any OFAC list. Depending on where you reside, we may not be able to ship beer to you. There Are Doubts About the Companys Ability to Continue as a Going Concern. The Company cannot be certain it will be successful in quickly identifying and neutralizing these attacks. Located in San Diego, California, Armed Forces has been in operation since 2014 and has seen tremendous growth in both production and sales. Maintaining and enhancing the Company's and the brand awareness of the Company and its products may require the Company to spend increasing amounts of money on, and devote greater resources to, advertising, marketing and other brand-building efforts, and these investments may not be successful. Except as stated above, subscribers have no right to a return of their funds unless no closing has. Our company goal is to be 60-70% veteran and veteran family employed. They own over 500 brands of beer including Budweiser, Stella Artois, and Corona. Founded in 1993 by brothers Tom and David Gardner, The Motley Fool helps millions of people attain financial freedom through our website, podcasts, books, newspaper column, radio show, and premium investing services. 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 period of January 1, 2019 to December 31, 2019. The Company will undertake one or more closings on a rolling basis as funds are received from investors. Fiduciaries considering an investment in the Shares should accordingly consult their own legal advisors if they have any concern as to whether the investment would be inconsistent with any of these criteria. When the Company indicates that the Offering will hold a closing and the Investors subscription is to be accepted (either in whole or part), then the Escrow Account shall disburse such Investors subscription proceeds in its possession to the account of the Company. America Deserves Great Beer. The Company has already incurred debt and will likely incur additional debt (including secured debt) in the future and in the continuing operations of its business. famous Navy Seals in the world. "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 . Is It Time to Buy? 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. 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). On October 13, 1992, the Department of Labor issued regulations establishing criteria for determining whether the extent of a beneficiarys independent control over the assets in his account is adequate to relieve the ERISA Plans fiduciaries of their obligations with respect to an investment directed by the beneficiary. When you review our offering circular, please review all of the risk factors before making an investment in our company. Misconduct by employees could include intentional failures to comply with laws or regulations, provide accurate information to regulators, comply with applicable standards, report financial information or data accurately or disclose unauthorized activities to the Company. The warrants (a) are not exercisable or convertible more than five years from the qualification date of the offering circular pursuant to FINRA Rule 5110(f)(2)(G)(i); (b) comply with lock-up restrictions pursuant to FINRA Rule 5110(g)(1); and (c) comply with transfer restrictions pursuant to FINRA Rule 5110(g)(2)(A)(ii). The Company is offering a Maximum Offering of up to $7,500,000.00 of its Shares. Adverse conditions may include recession, downturn or otherwise, local competition or changes in consumer taste. 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. In February 2019, FASB issued ASU No. The West Coast IPA is brewed with Cascade, Chinook, and Simcoe hops, and has a 6.8% ABV.In addition to its West Coast IPA, Armed Forces Brewing Company also brews a rotating selection of seasonal and limited release beers. The Company does not have the internal infrastructure necessary, and is not required, to complete an attestation about our financial controls that would be required under Section 404 of the Sarbanes-Oxley Act of 2002. In addition, if interruptions were to occur, the Company might not be able to maintain its current economics and could face significant delays in starting replacement brewing locations. The term "dilution" refers to the reduction (as a percentage of the aggregate Shares outstanding) that occurs for any given Share when additional Shares are issued. Purchasers may be accredited investors or non-accredited investors. They also have a loyal customer base, thanks to their support of the military community. If you do not have a regular brokerage account, or your regular broker will not hold the Shares for you (and many brokers refuse to hold Regulation A securities for their customers and are not set up to hold securities in Share form) there will be nobody keeping records for you for tax purposes and you will have to keep your own records, and calculate the gain on any sales of any securities you sell. If you invest in the Companys Shares, your interest will be diluted immediately to the extent of the difference between the Offering price per Share and the pro forma net tangible book value per share after this Offering. A prolonged disruption to brewing activities (e.g., due to fire, industrial action, health concerns or any other cause) at the Companys brewing site or those of its contract brewers could have a material adverse effect on the Companys ability to brew its products. 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. Funds will be promptly refunded without interest, for sales that are not consummated. The Companys future effective tax rates could be adversely affected by changes in tax laws or their interpretation, both domestically and internationally. Material changes from the earlier reported period are primarily due to the Company receiving additional private funding in 2020, as set out below. Your stake in the Company could be diluted due to the Company issuing additional Shares of Class C Common Stock or other securities such as stock, or securities or debt convertible into stock or additional classes of stock. Company maintains and enhances its image and the image of its Shares share. Under the regulations, the Company 's market continues to evolve stages of development,. 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