2023 Stars and Stripes. The Company cannot be certain it will be successful in quickly identifying and neutralizing these attacks. Bob is presently the Maintenance Manager for Lallemand/American Yeast based in Baltimore, Maryland, a position he has held since 2017. As of December 31, 2020 as the Company had no taxable income, the unrecognized tax benefits accrual was zero. (Exhibit 1A-2B). In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management's judgment in their application. You should consider carefully whether an investment in the Company is suitable in the light of your personal circumstances and the financial resources available to you. Armed Forces Brewing Company also has a line of non-alcoholic beverages called Battle Beers. Battle Beers are designed to help soldiers stay hydrated during combat operations.Armed Forces Brewing Companys products are available online and in select retailers across the United States. Potato growers are beginning to prepare seed potatoes. The Shares may not be offered, sold, transferred, or delivered, directly or indirectly, to any person who (i) is named on the list of specially designated nationals or blocked persons maintained by the U.S. Office of Foreign Assets Control (OFAC) at www.ustreas.gov/offices/enforcement/ofac/sdn or as otherwise published from time to time, (ii) an agency of the government of a Sanctioned Country, (iii) an organization controlled by a Sanctioned Country, or (iv) is a person residing in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC. If the Company rejects any offer to subscribe for the Shares, it will return the subscription payment, without interest. The companys beers are widely available and well-regarded, and its charitable foundation is making a difference for veterans and their families. A subscription for Two Hundred Dollars ($200.00) or more in Shares may be made only by tendering to the Company an executed Subscription Agreement (Exhibit 1A-4) delivered with this Offering Circular and the subscription price in a form acceptable to the Company. 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. Investing in a brewery can be a risky proposition, but with the right brewery it can be a very profitable one. 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. None of the Shares being sold in this Offering are being sold by existing securities holders. The filing was accepted and the conversion to a corporation became official on or about September 8, 2020. 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 Company Currently Has Limited Marketing In Place. Transferees of the Shares will be required to meet the above suitability standards. The company is well-positioned for continued growth and expansion in the coming years. Boston Beer -- best known for its Samuel Adams craft beer label, Truly Hard Seltzer, Angry Orchard hard cider, and several other small regional brewers -- has long been a top advocate for the independent craft beer movement. Additional accounts may be used in the future in lieu of the Escrow Account for the same purpose. Wait, famous Navy SEAL Team 6 Operator @mchooyah has a beer company that pays tribute to the Military and employs Veterans? The Company anticipates raising additional funds through public or private financing, securities financing and/or strategic relationships or other arrangements in the near future to support its business operations; however, the Company may not have commitments from third parties for a sufficient amount of additional capital. IN ADDITION TO THE RISKS LISTED ABOVE, BUSINESSES ARE OFTEN SUBJECT TO RISKS NOT FORESEEN OR FULLY APPRECIATED BY THE COMPANYS MANAGEMENT. The Shares will be sold only to a person who is not an accredited investor if the aggregate purchase price paid by such person is no more than 10% of the greater of such persons annual income or net worth, not including the value of his primary residence, as calculated under Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended. Armed Forces Brewing Company is selling off 750,000 shares, which is 16.19 percent of the business. Changes In The Economy Could Have a Detrimental Impact On The Company. The Shares being offered are held in book-entry form. 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. Robert is Armed Forces Brewing Cos Military Relations Director, a member of our Board of Directors and our National Brand Ambassador. Armed Forces Brewing Company reserves the right to reject certain names and beer ingredients in their absolute discretion. 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. Instead, lets talk about the beer and the breweries involved, which is probably a good idea since the whole goal of the clip is to get you to invest in the venture. At the time of this filing, many restaurants and bars went out of business, were shut down permanently or temporarily or only re-opened with limited capacity, and this or another pandemic, epidemic or outbreak of an infectious disease in the United States or in another country may adversely affect our business. 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. All Rights Reserved. Management of the Company has wide latitude and discretion in the use of proceeds from this Offering. Funds received from investors will be counted towards the Offering only if the form of payment clears the payment processing and/or banking system and represents immediately available funds held by the Company prior to the termination of the subscription period, or prior to the termination of the extended subscription period if extended for by the Company, or as otherwise set out herein. In addition, courts outside the United States are sometimes less willing to protect trade secrets. Again, any material changes from the earlier reported period are primarily due to the Company receiving this additional private funding in 2020. This is an offering made under an exemption from registration via Tier 2 of Regulation A. The Company's projected growth will place a significant strain on the Company's administrative, operational and financial resources. The Companys Insurance Strategy May Not Be Adequate To Protect Us From All Business Risks. It is possible that the Company may never reach a financial position where it can or will issue dividends. In addition, Armed Forces Brewing Company was named one of the Top 30 Veteran-Owned Businesses by Military Times in 2015.If youre looking for a veteran-owned and operated business that produces high-quality craft beer, then Armed Forces Brewing Company is definitely worth checking out. 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. However, since the market hit the reset button on AB InBev (shares are down nearly 30% since the start of 2020), the company trades more like the value stock it is -- reflecting slow but steady sales, consistent profitability, and a small dividend for investors seeking income. Pending each closing, payments for the Shares will be deposited in an escrow account or holding account to be held for the Company. Changes In Tax Laws, Or Their Interpretation, And Unfavorable Resolution Of Tax Contingencies Could Adversely Affect The Companys Tax Expense. The market for Armed Forces Brewing Company is ever-growing. The Companys future operating expenses and margins could be dependent on its ability to manage the impact of such cost increases. The beer industry isn't the most exciting investment theme around. Otherwise, current value means the fair value as determined in good faith under the terms of the plan by a trustee or other named fiduciary, assuming an orderly liquidation at the time of the determination. The spread of a disease could lead to unfavorable economic conditions, which would adversely impact our operations. With consumers around the world increasingly concerned with health and well-being and focused on a better diet, applied health science in food and drink could be a promising area for Kirin. Armed Forces Brewing Company is known for great tasting beers as well as its outrageous and patriotic videos for its public stock offering, which has already attracted more than 5,000 investors. He wasan Admin Operations Specialist at the United States Geological Survey based in Catonsville, MD from 2016 to 2020 and became a Contract Specialist at the United States Geological Survey in March 2020, a position he has held to present. It also has several wine and spirits brands and an almost 40% stake in marijuana business Canopy Growth (NASDAQ:CGC), making it one of the largest diversified beverage companies around. The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. EACH INVESTOR SHOULD CONSULT HIS OR HER OWN ATTORNEY, ACCOUNTANT OR. The Bylaws state that the Company shall indemnify any person who is or was a party to any action, lawsuit, or proceeding, whether civil, criminal, administrative, or investigative, and whether formal or informal, other than an action by, or in the right of, the Company, by reason of the fact that the person is or was an agent, officer, employee, or director of the Company, or is or was serving at the request of the Company as an agent, officer, employee, or director of another corporation, trust, partnership, joint venture, non-profit entity, or other enterprise (including without limitation with respect to employee benefit plans), against liability incurred in connection with the action, lawsuit, or proceeding, including any appeal from the action, lawsuit, or proceeding, if the person acted in good faith and in a manner that the person reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal action or action, lawsuit, or proceeding, if the person had no reasonable cause to believe that her or his conduct was unlawful. The average effective cash contribution for Shares acquired by investors in transactions during the past year prior to December 31, 2020 was $0 per Share, whereas the public contribution under this Offering will be $10.00 per Share. If These Assumptions Or Analyses Prove To Be Incorrect, The Companys Actual Operating Results May Be Materially Different From Its Forecasted Results. Investor Funds Will Not Accrue Interest While in the Escrow Account or Holding Account Prior To Closing. 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. 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. Armed Forces Brewings brewmaster Bob Rupprecht is one of a handful of brewers to win the Maryland Governors Cup for Excellence in Craft Beer Brewing. He also travels the country attending craft beer festivals, according to theArmed Forces Brewing Companywebsite. Investors will be given an opportunity to review the current status of all material contracts and financials and ask appropriate questions of management prior to subscribing to this offering. Armed Forces Brewing Company is a privately owned microbrewery that was founded in San Diego, California in 2014. Dilution can make drastic changes to the value of each Share, ownership percentage, control, share of revenues and earnings per Share. Integral Transfer Agency USA Inc. will serve as transfer agent to maintain shareholder information. The Company does not expect there to be any market makers to develop a trading market in the Shares. 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. Armed Forces Brewing Company is a craft brewing company with three offerings: Seawolf Brewery, Soldier Brewery, and Airmen Brewery. THE SHARES ARE OFFERED BY THE COMPANY SUBJECT TO THE COMPANYS RIGHT TO REJECT ANY TENDERED SUBSCRIPTION, IN WHOLE OR IN PART, IN ITS ABSOLUTE DISCRETION, AT ANY TIME PRIOR TO THE ISSUANCE OF THE SHARES. The Companys Bylaws limit the liability of directors and officers of the Company to the maximum extent permitted by Delaware law. If The Company Is Unable to Effectively Protect Its Intellectual Property and Trade Secrets, It May Impair The Companys Ability to Compete, The Companys success will depend on its ability to obtain and maintain meaningful intellectual property protection for any Company intellectual property. Were releasing three more beers this year and have plans to add even more going forward, Beal said. We also note that some of the perks involve the attendance at events. The Shares are being offered and sold by Armed Forces Brewing Company, Inc., a Delaware Corporation (Armed Forces Brewing, we, our or the Company). They have an additional 53 package stores on military bases overseas that have an annual revenue of $85 million. Such occurrences may create bad tasting beer or pose health risk to the consumer or risk to the integrity and safety of the packaging. Investors name on the Companys wall of investors at the $50,000+ level plus special recognition at each Armed Forces Brewing Company location opened in the future. The Company's Employees May Engage In Misconduct Or Improper Activities. After retiring from the Army, George decided to pursue his passion for brewing and started Armed Forces Brewing Company.The company is based out of San Diego, California, and all of their beers are brewed in small batches using only the highest quality ingredients. 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. The Company is not involved in any litigation and is not aware of any pending or threatened legal actions. Revenue is recognized when performance obligations under the terms of the contracts with our customers are satisfied. Plan will cause dilution to all Shareholders. (1) The Company shall pay Dalmore a cash success fee equivalent to 5% of the gross proceeds raised in the Offering. Any of such events or occurrences could have a material adverse effect on the Companys financial results and on your investment. Armed Forces Brewing has successfully completed a test market run and is ready to expand to national and global distribution. Armed Forces Brewing Company is the parent company for three beer brands that pay tribute to each branch of the Military: Seawolf Brewery (Navy, Marines, Coast Guard), Soldier Brewery (Army), and Airmen Brewery (Air Force and Space Force). The Company has identified the policies outlined below as critical to its business operations and an understanding of its results of operations. Accordingly, no person should purchase the Shares unless he or she is willing to entrust all aspects of management to the Company. 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. BEFORE INVESTING IN THIS OFFERING, PLEASE REVIEW ALL DOCUMENTS CAREFULLY, ASK ANY QUESTIONS OF THE COMPANYS MANAGEMENT THAT YOU WOULD LIKE ANSWERED AND EACH PROSPECTIVE INVESTOR SHOULD CONSULT WITH HIS OR HER OWN PROFESSIONAL TAX, LEGAL AND INVESTMENT ADVISORS TO ASCERTAIN THE MERITS AND RISKS OF INVESTING IN THE SHARES DESCRIBED IN THIS OFFERING CIRCULAR PRIOR TO SUBSCRIBING TO SECURITIES OF THE COMPANY. 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. On June 12, 2020, Robert J. ONeill, the Navy Seal veteran who killed Osama Bin Laden, joined Armed Forces Brewings team as our national Brand Ambassador, Director of Military Relations, and as a member of our Board of Directors. The Company does not expect to create any additional classes of stock during the next 12 months, but the Company is not limited from creating additional classes which may have preferred dividend, voting and/or liquidation rights or other benefits not available to holders of its Shares if it chooses to do so. The Company Will Be Dependent on Its Distributors. 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. Some sectors of the domestic beer industry have experienced a decline in shipments over the last ten years. If the Company engages one or more additional commissioned sales agents or underwriters, the Company will supplement this Form 1-A and Offering Circular to describe the arrangement. The availability for sale of substantial amounts of Stock by officers, directors and/or other insiders could reduce prevailing market prices for the Companys securities in any trading market that may develop. When expanded it provides a list of search options that will switch the search inputs to match the current selection. Accordingly, the Company's initial business model may not be successful and may need to be changed. Charge to Retained Earnings for pre-inception costs was $42,675. The Company has entered a highly competitive industry and within this highly competitive industry are companies with established track records and substantial capital backing. The brewery has a taproom and bar located onsite, as well as a tasting room and retail store. Shares will be offered until either (a) the date upon which the Company confirms that it has received in the escrow account and/or or holding account gross proceeds of $7,500,000.00 in deposited funds; (b) the expiration of 365 days from the date of this Offering Circular unless extended for up to another 365 days in its sole discretion by the Company; or (c) the date upon which a determination is made by the Company to terminate the Offering in its sole discretion. As stated in 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. Renders beer snobs unconscious with 2 fingers? Armed Forces Brewing Company, Inc. (A Delaware Corporation) 1420 Catlyn Place Annapolis, MD 21401 410-999-4117 www.ArmedForcesBrewingCo.com 750,000 Shares of Non-Voting Class C Common Stock at $10.00 per Share Minimum Investment: 20 Shares of Non-Voting Class C Common Stock ($200.00) Maximum Offering: $7,500,000.00 Therefore, the Company may not be able to protect the Company's proprietary rights against unauthorized third-party use. The use of the United States financial system by criminals to facilitate terrorism or other crimes could taint its financial markets. Gary Bonadonna Jr. has been brewing up unionization efforts in western New York coffee houses since baristas at a local franchise asked his Workers United Rochester Regional Joint Board for help. 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. 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. As noted above, this Offering Circular is not providing, or purporting to provide any tax advice to anyone. As a result, The Company expects to continue to experience substantial negative cash flow for at least the foreseeable future and cannot predict when, or even if, the Company might become profitable. 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. Launched in 2019, Armed Forces Brewing Company was founded by experienced veterans of the food and beverage industry, U.S. Military Veterans including former SEAL Team 6 Operator Robert J. ONeill and an award-winning brewmaster, Bob Rupprecht. Although the Company believes its forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect its actual operating and financial performance and cause its performance to differ materially from the performance anticipated in the forward-looking statements. ARMED FORCES BREWING COMPANY www.armedforcesbrewingco.com. Additionally, the website only lists two beers at present: an IPA called Special Hops, and Cat Shot, a lager. 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. A portion of all proceeds from the sale of their beer goes towards helping veterans and active-duty military members. The Company is offering up to $7,500,000.00 of its Shares of Class C Common Stock to investors in this Offering. In the event of a dissolution, however, the Company might be required to liquidate all or a portion of its assets during a limited period of time. In addition, there are no provisions attached to the Shares in the Offering that would permit you to require the Company to repurchase the Shares in the event of a takeover, recapitalization or similar transaction involving the Company. In the event of the dissolution of the Company, after payment or provision for payment of the debts and other liabilities of the Company, the holders of Class A Common Stock, Class B Common Stock and Class C Common Stock will be entitled to receive, in proportion to the number of shares held, the remaining net assets of the Company. The Company Is Dependent Upon Its Management, Founders, Key Personnel and Consultants to Execute the Business Plan, And Some Of Them Will Have Concurrent Responsibilities At Other Companies. 11.7K followers. These statements may include words such as may, could, will, should, can have, likely, assume, expect, anticipate, plan, intend, believe, predict, project, estimate, forecast, outlook, potential, or continue, or the negative of these terms, and other comparable terminology and other words and terms of similar meaning in connection with. Armed Forces Brewing Companys mission is to brew high-quality beer that supports the military community.The company offers a variety of beers, including IPAs, stouts, porters, and blonde ales. Since the creation of the new entity in 2008, shares are only up about 50%, compared to 380% for the S&P 500. Best known for Kirin, one of Japan's largest beer labels. If the Company is unable to defend the Company's trade secrets from others use, or if the Company's competitors develop equivalent knowledge, it could have a material adverse effect on the Company's business. Any infringement of the Company's proprietary rights could result in significant litigation costs, and any failure to adequately protect the Company's proprietary rights could result in the Company's competitors offering similar products, potentially resulting in loss of a competitive advantage and decreased revenue. Changes in control or ownership within the distribution network could lead to less support of the Companys products. Lack of additional funding could force the Company to curtail substantially the Companys growth plans. As for attendance at sponsored events as listed above, the Company notes that sponsored events will vary from year to year and may not occur at all some years. Armed Forces Brewing Company has three brands under its masthead, each tailored to different military branches and in different stages of development. He graduated from Gallaudet University with a degree in Computer Science in 2007. 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). Dalmore does not expressly or impliedly affirm the completeness or accuracy of the Form 1-A and/or Offering Circular presented to investors by the Company. There are a few things to consider before investing in Armed Forces Brewing Company. Cat Shot, a lager in the Offering were releasing three more beers this year and plans. Founded in San Diego, California in 2014 the packaging the right to reject certain names and ingredients... 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