Nothing in the Bylaws should be construed to grant to any shareholder any appraisal or dissenters rights with respect to an Approved Sale or give any shareholder a right to vote in any transaction for which the shareholder does not otherwise have any voting rights. The terms of preferred stock could be more advantageous to those investors than to the holders of Shares of Class C Common Stock. 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. There is no better time for some Ex-Military Talent within your business! 2. Limitation on Director, Officer and Others Liability. The tables do not reflect the anticipated dilution that will occur if the Company authorizes additional shares under the Companys Equity Incentive Plan. The Companys future effective tax rates could be adversely affected by changes in tax laws or their interpretation, both domestically and internationally. The Company discloses important factors that could cause its actual results to differ materially from its expectations under the caption Risk Factors below. There is a material disparity between the price of the Shares in this Offering and the effective cash cost to existing shareholders for shares acquired by them in a transaction during the past year. I mean, think about it. Given our limited operating history and existing losses, there can be no assurance that additional financing will be available, or, if available, that the terms will be acceptable to us. In summary, the. Mainvest is a company that helps aggregate and promote available investment opportunities with small brick-and-mortar businesses in a variety of sectors for as little as $100. While these distribution agreements will likely contain provisions giving the Company enforcement and termination rights, some state laws will likely prohibit the Company from exercising these contractual rights. The Company Has Limited Operating History. There can be no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available from external sources, such as debt or equity financings or other potential sources. For more information on Armed Forces Brewing Company, visit www.OwnArmedForcesBrewingCo.com and follow the brand on Facebook, Twitter or Instagram. However, with the mega-beer merger not going exactly as planned, there are better beer investments than AB InBev. Imported beers also continue to compete aggressively in the United States beer market. 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. The Company believes that it has exercised reasonable care in conducting an inquiry into Disqualifying Events by the foregoing persons and is aware of the no such Disqualifying Events. Growth could place an increasing strain on its management and financial resources. Seems like a good majority comes back, buys a bunch is military shirts and a giant truck with an assload of bumper stickers. (Tribune News Service) While driving throughAnnapolisand seeing theNaval Academyfor the first time, businessmanAlan Bealhad an idea to create a beer specifically for service members. If the Company decides to issue more Shares or other securities, an investor could experience value dilution, with each Share being worth less than before, and control dilution, with the total percentage an investor owns being less than before. You should read the following discussion and analysis of the Company's financial condition and results of the Company's operations together with the Company's financial statements and related notes appearing at the end of this Offering Circular. Furthermore, the effect of certain aspects of the Tax Act on state income tax frameworks is currently unclear, and potential changes to state income tax laws or their interpretation could further increase the Companys income tax expense. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or others controlling or working with the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. No matter what the economy, we always need these products. The Companys independent auditors have raised doubts about the Companys ability to continue as a going concern. 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. Processing fees and other charges may be added to the subscription amount to pay for the third-party costs of processing investor payments. Investors name on the Companys wall of investors at the $200+ level, 1 invitation to the Companys annual War Games event*, Access to investors-only section of the Companys website, 5% discount in the Companys online store, once it opens, 4 stickers one each from Armed Forces Brewing Company, the Seawolf brand, the Airman brand and the Soldier brand, Armed Forces Brewing Company Challenge Coin, Investors name on the Companys wall of investors at the $500+ level, 2 invitations to the Companys annual War Games event*. In addition to great beer and patriotic brands, Armed Forces Brewing Company is committed to supporting the Military and Veteran community. Were releasing three more beers this year and have plans to add even more going forward, Beal said. ALL FINAL DECISIONS IN RESPECT TO SALES OF SECURITIES WILL BE MADE BY THE COMPANY, WHICH RESERVES THE RIGHT TO REVOKE THE OFFER AND TO REFUSE TO SELL TO ANY PROSPECTIVE INVESTOR. These laws and regulations may restrict or prohibit a wide range of pricing, discounting, marketing and promotion, sales commission, customer incentive programs and other business arrangements. Thus, classification of our assets as plan assets could make the management a fiduciary of an investing plan. Armed Forces Brewing Company - Armed Forces Brewing Co WHO WE ARE DIRECTOR/NATIONAL BRAND AMBASSADOR ROBERT O'NEILL FORMER US NAVY SEAL, SEAL TEAM 6 LEADER Robert O'Neill is one of the most highly-decorated combat Veterans of our time. If the Company does not pay dividends, its Shares may be less valuable because a return on your investment will only occur if its stock price appreciates. The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America ("GAAP"). Description Item Exhibit, Broker-Dealer Services Agreement with Dalmore Group, LLC. The minimum investment amount for a single investor is $200.00 for 20 Shares unless reduced on a case-by-case basis by the Company. 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. As a result of these and other factors, the results of operations for any quarterly or annual period may differ materially from the results of operations for any prior or future quarterly or annual period and should not be relied upon as indications of our future performance. Net Loss. 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 you are interested in investing in Armed Forces Brewing Company Inc., please submit the following form. The Company currently does not pay its directors any compensation for their services as board members, with the exception of reimbursing board related expenses. BEFORE INVESTING IN THIS OFFERING, PLEASE REVIEW ALL DOCUMENTS 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. Im proud to work with some great Americans making great American beer, said ONeill. Armed Forces Brewing is distributed inTexas,Maryland,VirginiaandRhode Islandand is about to expand toFloridaandAlabama. Operating Expenses. You can also view it on the SECs website here. Brewery. If These Assumptions Or Analyses Prove To Be Incorrect, The Companys Actual Operating Results May Be Materially Different From Its Forecasted Results. Join over 6,700, Armed Forces Brewing Company is pivoting to new 6. 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. 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. Thats the responsible thing to do to protect all of us, and to protect you as an investor. The Company intends to purchase or build one or more breweries, and to reduce reliance on contract brewing. There is beneficial ownership of the Companys shares at the time of this Offering by its directors or executive officers as set out below in the table. Finally, the beer industry has seen continued consolidation among brewers in order to take advantage of cost savings opportunities for supplies, distribution and operations. Programs which are deemed to be operating companies or which do not issue more than 25% of their equity interests to ERISA Plans are exempt from being designated as holding plan assets. Management anticipates that we would clearly be characterized as an operating for the purposes of the regulations, and that it would therefore not be deemed to be holding plan assets.. Since then, what started asSeawolf Breweryhas morphed intoArmed Forces Brewing Company, so as not to overlook any branches of service. Some of the commodities used by the Company are key ingredients in its beer and may not be easily substituted. 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. Under the regulations, the beneficiary must not only exercise actual, independent control in directing the particular investment transaction, but also the. Expenditures for renewals and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized. THE COMPANY RESERVES THE RIGHT TO DENY THE PURCHASE OF THE SECURITIES BY ANY FOREIGN PURCHASER. This concentrated control eliminates other Shareholders ability to influence corporate matters and, as a result, the Company may take actions that its Shareholders do not view as beneficial. If a subscription is rejected, all funds will be returned to subscribers within ten days of such rejection without deduction or interest. For more information on this convertible note, or for any additional information regarding the table of beneficial ownership or any matter related to same, please contact the Companys Chief Executive Officer, Alan Beal, who will answer any questions you have regarding this matter. The information on this website was created by Armed Forces Brewing Company, Inc. to assist with marketing our Regulation A stock offering. Because these securities are being offered on a best efforts basis, the following disclosures are hereby made. Severe interruptions would be problematic, particularly during peak seasons. The FASB issues ASUs to amend the authoritative literature in ASC. Necessity of Prospective Shareholders Obtaining Independent Professional Advice. Is armed Forces Brewing Company a good Investments, What are the Common risk factors in cryptocurrency, Stock futures fall in overnight trading as Microsoft reverses earlier gains. Armed Forces Brewing Company also offers a variety of other beers, including an IPA, a stout, and a wheat beer. The advertisement itself is pretty standard fare these days, and its similar to commercials from veteran-run businesses that are already out there, which is to say that it plays like a military-grade and mega-moto version of Dollar Shave Clubs 2012 viral hit. 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. The Company resumed contract brewing in late 2020 with New Realm Brewery in Virginia Beach. These standards represent minimum suitability requirements for prospective investors, and the satisfaction of such standards does not necessarily mean that an investment in the Company is suitable for such persons. Armed Forces Brewing Company is a veteran-owned and operated brewery located in San Diego, California. he got into a Twitter fight with an airline for refusing to wear a mask, Investments in Armed Forces Brewing Company, You can read a more detailed breakdown of the perks, here. Naval Academy, but we have no intention of being a local craft beer. The Company Is Not Subject To Sarbanes-Oxley Regulations And Lack The Financial Controls And Safeguards Required Of Public Companies. PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS OFFERING CIRCULAR, OR OF ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY OR ANY OF ITS EMPLOYEES, AGENTS OR AFFILIATES, AS INVESTMENT, LEGAL, FINANCIAL OR TAX ADVICE. He is an Afghanistan War veteran and served in the Marine Corps as a combat correspondent. 734 S. 7th St. Grand Junction, CO 81501 Phone: 970-242-5050 Email: webmaster . This discussion contains forward-looking statements reflecting the Companys current expectations that involve risks and uncertainties. Hes an expert in all aspects of brewery operations, from recipe development to purchasing, to production and packaging. The warrants may be exercised by Dalmore or their assigns for no cost ($0.00 per share) and will, when exercised, provide Dalmore or their assigns with Shares of Class C Common Stock. 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. Robert is Armed Forces Brewing Cos Military Relations Director, a member of our Board of Directors and our National Brand Ambassador. 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. If you invest and purchase the Shares of Class C Common Stock, you will be acquiring a minority interest in the Company and will have little to no effective control over, or input into, the management or decisions of the Company, primarily because the Shares have no voting rights. Some of the largest competitors have acquired and will continue to acquire craft brewers or introduce new domestic specialty brands and hard seltzers to many markets and expand their efforts behind existing brands. Net tangible book value per Share consists of shareholders equity adjusted for the retained earnings (deficit), divided by the total number of Shares outstanding. James is responsible for overseeing the daily news coverage of the editorial team, assigning stories, approving pitches, editing, and ensuring stories published on the site meet Task & Purposes editorial standards and the audiences needs. The Companys ability to obtain and then maintain its distribution arrangements may be adversely affected by the fact that many of its distributors will be reliant on one of the major beer producers for a large percentage of their revenue and, therefore, they may be influenced by such producers. 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. Deterioration in the brand equity (brand image, reputation and product quality) of the Company or its products may have a material adverse effect on its financial results as well as your investment. Factors relating to our business that may contribute to these fluctuations include the following events, as well as other factors described elsewhere in this document: Unanticipated changes to economic terms in contracts with clients, vendors, partners and those with whom the Company does business, including renegotiations; Downward pressure on fees the Company charges for our services, which would therefore reduce our revenue; Failure to obtain new clients and customers for our services; Cancellation or non-renewal of existing contracts with clients and customers; Changes in state and federal government regulations, international government laws and regulations or the enforcement of those laws and regulations; General economic and political conditions, both domestically and internationally, as well as economic conditions specifically affecting industries in which the Company operates. There may also be earnings dilution, with a reduction in the amount earned per Share, although this typically occurs only if the Company offers dividends, and most early-stage companies like the Company are unlikely to offer dividends, preferring to invest any earnings into the Company. They offer growlers and kegs to-go from their tasting room located in the Point Loma neighborhood of San Diego. The Company had net cash of $18,962 on December 31, 2020. 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. 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. Forward-looking statements give the Company's current reasonable expectations and projections relating to its financial condition, results of operations, plans, objectives, future performance and business. The Company, by policy, routinely assesses the financial strength of its customer. On Thursday, a commercial for Armed Forces Brewing Company began making the rounds on social media after the company uploaded the full promotional video to YouTube featuring the SEAL Team Six veteran as he shoots bad guys off-screen, mocks beer snobs, and makes a last-minute reference to that time he got into a Twitter fight with an airline for refusing to wear a mask. 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 following important factors, and those important factors described elsewhere in this Offering Circular. The company has many military veterans on staff, including Director of Military RelationsRobert ONeill. There is not now, and likely will not be in the near future, a public market for the Shares. So, is Armed Forces Brewing Company a good investment? Potato growers are beginning to prepare seed potatoes. Funds tendered by investors will be kept in the escrow, holding or banking account until the next closing after they are received in the account. The consideration to be received by a shareholder who owns any Class C Common Stock shall be the same form and amount of consideration per share of Class C Common Stock to be received by the Drag-Along Seller for its Class A Common Stock (or, if the Drag-Along Seller is given an option as to the form and amount of consideration to be received, the same option shall be given) and the terms and conditions of the sale shall, except as otherwise provided in the immediately succeeding sentence, be the same as those upon which the Drag-Along Seller sells its Class C Common Stock. The rights, preferences and privileges of the Class A Common Stock, Class B Common Stock and Class C Common Stock are set forth in the Companys Certificate of Incorporation (Exhibit 1A-2A) and Bylaws (Exhibit 1A-2B) and are described in summary form in this section of the Offering Circular. Robert is employed by Robert J. ONeill, LLC based in Wilmington, Delaware and has been employed as such from 2013 to the present. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. (Name, address, including zip code, and telephone number, including area code, of agent for service), (Primary Standard Industrial Classification Code Number). Shares of stock or notes which the Company sells could be sold into any market that develops, which could adversely affect the market price. Please review Article XV of the Companys Bylaws (Exhibit 1A-2B) and the section below entitled Drag-Along Rights for additional details. If you acquire the Shares, you will have no effective voice in the management of the Company. Management believes that after the coronavirus pandemic subsides, the demand for alcohol, restaurants and bars in the United States will grow, creating an opportunity for the Company. Since the creation of the new entity in 2008, shares are only up about 50%, compared to 380% for the S&P 500. Property and equipment are recorded at cost. Despite this, the Company entered into an escrow agreement with PrimeTrust to provide escrow services for investor funds in this offering. An investment in the Shares by an ERISA Plan must be made in accordance with the general obligation of fiduciaries under ERISA to discharge their duties (i) for the exclusive purpose of providing benefits to participants and their beneficiaries; (ii) with the same standard of care that would be exercised by a prudent man familiar with such matters acting under similar circumstances; (iii) in such a manner as to diversify the investments of the plan, unless it is clearly prudent not do so; and (iv) in accordance with the documents establishing the plan. The Company Needs to Increase Brand Awareness, Due to a variety of factors, the Company's opportunity to achieve and maintain a significant market may be limited. My dad was an officer in theAir ForceandAir National Guard, Beal said. A sector that exploded for them recently has been craft breweries. On September 10th, 2020, the Companys Bylaws were signed. Our business, financial condition, results of operations, and prospects may have changed since that date. Either way, the holders of the convertible notes get more shares for their money than would new investors in that subsequent round. "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 . Reflecting the Companys independent auditors have raised doubts about the Companys future effective tax rates could be advantageous... Stock could be more advantageous to those investors than to the holders of the form and/or... 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is armed forces brewing company, a good investment