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. Significant judgment is required in determining our provision for income taxes and other tax liabilities. Investors will be subject to substantial risks involved in an investment in the Company, including the risk of losing their entire investment. The type of dilution that negatively affects early-stage investors most occurs when the Company sells more Shares or securities in a down round, meaning at a lower valuation than in earlier offerings. Until then, Armed Forces Brewing will continue contract brewing at facilities that can uphold the high standards we have created for brewing, packaging and delivering our beers. The Companys future effective tax rates could be adversely affected by changes in tax laws or their interpretation, both domestically and internationally. Further, even if these efforts are successful, they may not be cost-effective. The Company's ability to generate significant revenues will depend, in large part, on the Company's ability to successfully market the Company's products to potential customers and who may not be convinced of the need for the Company's products and services or who may be reluctant to rely upon third parties to develop and provide these products. (Tribune News Service) While driving throughAnnapolisand seeing theNaval Academyfor the first time, businessmanAlan Bealhad an idea to create a beer specifically for service members. The Company has competitors both in the United States and internationally. Boston Beer also has no debt, which is a rarity among the massive global beer conglomerates. The Shares that Dalmore or their assigns will receive upon exercising their warrants will be restricted securities meaning they are not fully liquid, free trading shares unless the restrictions are lifted in accordance with applicable law. There are three classes of stock in the Company as of the date of this Offering Circular: Class A Common Stock, Class B Common Stock and Class C Common Stock. Since April 24, 2002, all United States brokerage firms have been required to have comprehensive anti-money laundering programs in effect. Bailey is a network systems engineer who works for theDepartment of Defense. The Company intends to purchase or build one or more breweries, and to reduce reliance on contract brewing. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO WWW.INVESTOR.GOV. 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, entitling the investor to receive the Shares when they are later issued as set out herein. At the time of this filing, many restaurants and bars are shut down or operating in a limited capacity. None of the Shares being sold in this Offering are being sold by existing securities holders. The Shares of Class C Common Stock are illiquid and should be considered a long-term investment. Holders of the Companys Class C Shares shall rank pari passu with each other and with any other series or class of the Companys with respect to the payment of dividends. 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 Companys regular bank accounts, any escrow account and bank accounts that may be used to hold some investor funds while investors are going through the compliance process before a closing occurs, have federal insurance that is limited to a certain amount of coverage. 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. Acquisition and consolidation activity in several of the packaging supplier networks which could potentially lead to disruption in supply and changes in economics. If youre looking for a good investment, you might want to consider the Armed Forces Brewing Company. Processing fees and other charges may be added to the subscription amount to pay for the third-party costs of processing investor payments. During the period from January 1, 2018 to December 31, 2019 the Company received funding consisting of $135,916 which was used to cover the operating expenses. Armed Forces Brewing Company is a veteran-owned and operated craft brewery based in San Diego, California. Molson Coors also reinstated its dividend payment following a temporary pause at the start of the COVID-19 pandemic. An Investment In The Shares Is Speculative And There Can Be No Assurance Of Any Return On Any Such Investment. You should be aware of the long-term nature of your investment in the Company. Despite this, should the Company provide such indemnification, it could have a material adverse effect on the Company. The Company reserves the right to change the use of proceeds set out herein based on the needs of the ongoing business of the Company and the discretion of the Companys management. The estimate of the budget for offering costs is an estimate only and the actual offering costs may differ from those expected by management. You agree to promptly notify the Company should you become aware of any change in the information set forth in any of these representations. If the Drag-Along Seller approves a Drag-Along Sale (an Approved Sale), the Drag-Along Seller shall deliver a written notice (a Drag-Along Notice) to the Company and each shareholder no more than 10 days after the execution and delivery by all of the parties thereto of the definitive agreement entered into with respect to the Approved Sale and, in any event, no later than 20 days before the closing date of the Approved Sale. Armed Forces Brewing Company reserves the right to reject certain names and beer ingredients in their absolute discretion. "Use of the Armed Forces Brewing Company name does not constitute DOD endorsement" . The particular facts concerning the sponsorship, operations and other investments of a qualified retirement plan, IRA or Keogh Plan may cause a wide range of persons to be treated as parties in interest or disqualified persons with respect to it. Persons who desire information will be directed to either www. Depending on where investor resides, the Company may not be able to ship beer to the investor. Armed Forces Brewing Company is here. This Offering Circular will be furnished to prospective investors via download 24 hours per day, 7 days per week on the above-referenced websites. About This Form 1-A and Offering Circular, In making an investment decision, you should rely only on the information contained in this Form 1-A and Offering Circular. 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. As of right now, Armed Forces Brewing Company is not publicly traded on any stock market. 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. In addition, there are five federal service academies, 420 military installations, 20,000 VFW & American Legion posts, and 45,000 veteran associations that make up this very profitable marketplace. Depending on where you reside, we may not be able to ship beer to you. Investments in Armed Forces Brewing Company begin at $200, at $10 a share and come in different tiers with their own perks. Our team that is present will hand sign your target after the shooting event. Overall, though, Armed Forces Brewing Company seems like a solid investment for those looking to support a good cause and enjoy some delicious beer. THE CONTENTS OF THIS OFFERING CIRCULAR ARE NOT TO BE CONSTRUED AS LEGAL OR TAX ADVICE. THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE. The Shares of Class C Common Stock Offered Herein Do Not Have Voting Rights. Your name on our online wall of investors (and later in our physical locations) at the $10,000+ level plus special recognition at each Armed Forces Brewing Company location opened in the future. ASU 2019-02 will also require disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases and will include qualitative and quantitative requirements. Preamble by Armed Forces Brewing Company is a Lager - American which has a rating of 3.5 out of 5, with 512 ratings and reviews on Untappd. (Exhibit 1A-2B). I have a grandfather who served in World War II. The securities sold in this Offering may have issues related to taxation at many levels, including tax laws and regulations at the state, local and federal levels in the Unites States, and at all levels of government in non-U.S. jurisdictions. Should a market develop, and the Companys Shareholders sell, substantial amounts of the Companys Shares in the public market, Shares sold may cause the price to decrease below the current value of the Shares. Selling broker-dealers and other persons who may participate in the offering may make additional reasonable inquiries in order to verify an investor's suitability for an investment in the Company. The Companys Insurance Strategy May Not Be Adequate To Protect Us From All Business Risks. 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. If a shareholder fails to deliver to the acquiring party at the closing of an Approved Sale a certificate for shares that are represented by a certificate and the related instruments of transfer, as required by the Bylaws, or, in lieu of any certificate that has been lost, stolen, or destroyed, an affidavit (and indemnification agreement) in form and substance acceptable to the board of directors that attests to the loss, theft, or destruction of the certificate, the shareholder: (i) will not be entitled to receive its share of the consideration from the Approved Sale with respect each share that is represented by the lost, stolen, or destroyed certificate, until the shareholder cures the failure (provided that no interest will be payable on the withheld consideration pending the shareholders cure of the failure, and the withheld consideration will be subject to reduction to reimburse the Company for any costs and expenses reasonably incurred by the Company in connection with the failure and subsequent cure), (ii) will cease to be a shareholder of the Company or to have any voting rights (if it had any voting rights) as a shareholder after the closing of the Approved Sale, (iii) will not be entitled to any distributions declared or made after the Approved Sale with respect to shares held by the shareholder, until the shareholder cures the failure, (iv) will have no other rights or privileges granted to shareholders under these Bylaws, and (v) in the event of liquidation of the Company, the shareholders rights with respect to the withheld consideration will be subordinate to the rights of any other shareholder. An investment in our company should only be made if you are capable of evaluating the risks and merits of this investment and if you have sufficient resources to bear the entire loss of your investment, should that occur. According to the Brewers Association, in 2019, beer sales overall were down 1.9% in 2019 from the prior year, and growth of U.S. beer and craft beer sales had slowed compared to prior years. Any costs and expenses associated with a terminated offering will be borne by the Company. Changes In Tax Laws, Or Their Interpretation, And Unfavorable Resolution Of Tax Contingencies Could Adversely Affect The Companys Tax Expense. Lets take a look at some of the key factors that will impact their success or failure. You should check the Office of Foreign Assets Control (the OFAC) website at http://www.treas.gov/ofac before making the following representations: (1) You represent that the amounts invested by you in this Offering were not and are not directly or indirectly derived from any activities that contravene federal, state or international laws and regulations, including anti-money laundering laws and regulations. Chief Executive Officer, Chief Financial Officer and Director. THE COMPANY AS DESCRIBED IN THIS OFFERING CIRCULAR HAS ARBITRARILY DETERMINED THE PRICE OF SECURITIES, AND EACH PROSPECTIVE INVESTOR SHOULD MAKE AN INDEPENDENT EVALUATION OF THE FAIRNESS OF SUCH PRICE UNDER ALL THE CIRCUMSTANCES AS DESCRIBED IN THIS OFFERING CIRCULAR. 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. senior foreign political figure2, or any immediate family3 member or close associate4 of a senior foreign political figure, as such terms are defined in the footnotes below; and. The Company is permitted to issue preferred stock pursuant to the terms of our Company documents, preferred stock could be issued in series from time to time with such designation, rights, preferences, and limitations as needed to raise capital. IT'S 1700 SOMEWHERE T-SHIRT. 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). The Company Currently Has Limited Marketing In Place. Our revenue may fluctuate from period-to-period in the future due to a variety of factors, many of which are beyond our control. The parent holding company for Coors, Miller, Blue Moon, and dozens of other beer labels has struggled with stagnant sales for the past three years as North American consumers have increasingly favored craft beer and other alcoholic beverages. 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. He is an Armed Forces Brewing Company director instrumental in quality control. 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. All of the securities were authorized as of September 8, 2020. If you decide to subscribe for any Shares in this Offering, you must deliver a funds for acceptance or rejection. 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. See the Plan of Distribution for details regarding the compensation payable in connection with this Offering. Accordingly, no person should purchase the Shares unless he or she is willing to entrust all aspects of management to the Company. Any negative publicity generated could damage the Companys reputation and diminish the value of the Companys brand and its products which could have a material adverse effect on the Companys business, results of operations, and financial condition, as well as your investment. Investors in the securities offered hereby may not have the use of such funds or receive interest thereon pending the completion of the Offering or a closing. The Companys present business and planned business are speculative and subject to numerous risks and uncertainties. financial institutions. As such, you will not be afforded protection, by any provision of the Shares or as a Shareholder, in the event of a transaction that may adversely affect you, including a reorganization, restructuring, merger or other similar transaction involving the Company. There can be no assurance that actual results will not differ from those estimates. The Offering will remain open for 360 days from the date of this Offering Circular, unless terminated for any reason at the discretion of the Company, or unless extended by the Company. Material changes from the earlier reported period are primarily due to the Company receiving additional private funding in 2020, as set out below. Musk is the co-founder of the electric car company Tesla Motors, in addition to leading several other companies including SpaceX. These potential increases in the number and availability of competing brands, the costs to compete, reductions in contract brewing capacity and decreases in distribution support and opportunities may have a material adverse effect on the Companys business and financial results, as well as your investment. Your date of birth and social security number or other national ID number. 3 Unstoppable Growth Stocks to Buy and Hold Forever. No person has been authorized to give any information or to make any representations concerning our company other than those contained in our offering circular, and if given or made, such other information or representation must not be relied upon. To make the world smarter, happier, and richer. Many believe that this decline is due to declining alcohol consumption per person in the population, drinkers trading up to drink high quality, more flavorful beers, health and wellness trends and increased competition from wine and spirits and even cannabis companies. If consumption of the Companys products in general were to come into disfavor among domestic drinkers, or if the domestic beer industry were subjected to significant additional societal pressure or governmental regulations, the Companys business could be materially adversely affected. For the past five years, Jeff has worked for Asheville, North Carolina based JSJ Consulting as well as Agora Concepts, Inc. d/b/a SOUL Gastrolounge in Charlotte North Carolina, 4Caret Enterprises, LLC d/b/a The Diamond in Charlotte, North Carolina and RAGA Charlotte, LLC d/b/a KIKI Bistro in Charlotte North Carolina. The Shares are uncertificated and, as such, will not contain legends, as such would exist on a stock certificate. As of December 31, 2019, the Company did not have any material outstanding accounts receivable. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the section entitled Risk Factors and elsewhere in this Offering Circular. The Chinese military is a branch of the People's Republic of China Armed Forces and contains the land, naval, air, and strategic missile forces. The Shares are being offered pursuant to Regulation A of Section 3(b) of the Securities Act of 1933, as amended, for Tier 2 offerings. The term fiduciary is defined generally to include any person who exercises any authority or control over the management or disposition of plan assets. Changes in Public Attitudes and Tastes Could Harm the Companys Business and Regulatory Changes in Response to Public Attitudes and Tastes Could Adversely Affect the Companys Business. Each investor should consult their tax professional prior to investing. This amount represents the proceeds of the Offering to the Company, which will be used as set out in Use of Proceeds., (3) There are no finders fees or other fees being paid to third parties from the proceeds, other than those disclosed above. Upon closing under the terms as set out in this Offering Circular, funds will be immediately transferred to the Company where they will be available for use in the operations of the Companys business in a manner consistent with the Use Of Proceeds in this Offering Circular. Such concentrated control of the Company may adversely affect the price of the Shares. Loss of the services of one or more of these individuals could have a material adverse effect upon the Company's business, financial condition or results of operations. (Exhibit 1A-2A). For further explanation and details, see the Table of Beneficial Ownership herein. Investors should pay careful attention to the number of convertible notes that a company has issued and may issue in the future, and the terms of those notes. But for those looking for stable growth over time from this large component of the consumer staples sector of the stock market, some beer stocks are worth considering. 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. INVESTMENT OPPORTUNITY. Coast Guard installations, 114 U.S. Army installations, 21 U.S. Marine Corp installations and 185 U.S. Air Force installations. The maximum aggregate amount of the Shares offered is $7,500,000.00 (the Maximum Offering). You will have a little ability to take part in the management of the Company as a minority Shareholder and will not be represented on any management board of the Company. Expenditures for maintenance and repairs are expensed as incurred. GOVERNMENT WARNS TECH COMPANIES TO KEEP YOUR AI CLAIMS IN CHECK, YouTubes new leader teases AI tools that can virtually swap creators outfits and locations, Snapchat is releasing its own AI chatbot powered by ChatGPT, What are the benefits of cloud storage with disadvantages Pro Tips. 11.7K followers. There Are Doubts About the Companys Ability to Continue as a Going Concern. James Clark is the Deputy Editor of Task & Purpose and has been with the publication since 2015. This thread is archived . Dissolution or Liquidation of the Company. 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. Bob will oversee all aspects of the contract brewing Armed Forces Brewing will initially use to take product to the marketplace. 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. 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. . 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. 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