The Deferred Offering Costs of the Company consist solely of legal and other fees incurred in connection with the capital raising efforts of the Company. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition, and other economic factors. Get the latest in military news, entertainment and gear in your inbox daily. The payment of dividends on the Companys Shares will depend on earnings, financial condition and other business and economic factors affecting it at such time that management may consider relevant. This provision may have the effect of limiting the ability of investors to bring a legal claim against the Company due to geographic limitations. Furthermore, the Shares may not be offered, sold, transferred, or delivered, directly or indirectly, to any person who (i) has more than fifteen percent (15%) of its assets in Sanctioned Countries or (ii) derives more than fifteen percent (15%) of its operating income from investments in, or transactions with, sanctioned persons or Sanctioned Countries. Given the Companys 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 the Company. Moreover, the Company's competitors may independently develop equivalent knowledge, methods and know-how. You will be required to represent that you are purchasing the securities for your own account, for investment purposes and not with a view to resale or distribution thereof. 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. THE COMPANY RESERVES THE RIGHT TO DENY THE PURCHASE OF THE SECURITIES BY ANY FOREIGN PURCHASER. Your name on our online wall of investors (and later in our physical locations) at the $50,000+ level plus special recognition at each Armed Forces Brewing Company location opened in the future. In many cases, the Companys competitors have longer operating histories, established ties to the market and consumers, greater brand awareness, and greater financial, technical and marketing resources. They involve risks, uncertainties (many of which are beyond the Company's control) and assumptions. We do not have an obligation under ERISA or the Code with respect to such reports or valuation although management will use good faith efforts to assist fiduciaries with their valuation reports. These adverse conditions could affect the Company's financial condition and the results of its operations. Invest better with The Motley Fool. In addition to the securities offered, each investor at the various investment levels below will receive perks from the Company, as detailed below. Draft. This legislation is broad and complex, and given its recent enactment, regulations or other interpretive guidance are currently limited. At present, there is no active trading market for the Companys securities and the Company does not have plans at this time to file the documents and seek approval required to establish a trading market for the Shares being sold in this Offering. The Company's business model is unproven and is likely to continue to evolve. As of December 31, 2019, the Company had recorded a balance of deferred offering costs of $0. Except with respect to Mr. Almerico, no expert named in this Offering Circular as having prepared or certified any part of this Offering Circular or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the Offering of the Shares of Class C Common Stock had, or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in the Company. *** Restrictions apply. We. Dividends, if ever declared, may be paid in cash, in property, securities or in stock of the Company, subject to the provisions of law, the Companys Bylaws and the Certificate of Incorporation. The maximum aggregate amount of the Shares offered is $7,500,000.00 (the Maximum Offering). 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. $18,962. A product thousands of years in the making, modern beer is now a basic staple of the global economy. Our Chief Operating Officer Jeff Jennings has been one of the top food and beverage owner-operators and consultants in the Southeast for more than 30 years with corporate level multi-state, multi-unit experience in managing operations under the Marriott, Hilton, Starwood, and IHG brands. 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. At times, the Company may maintain balances in excess of the federally insured limits. When you invest in Armed Forces Brewing Co. for as little as $200, you join an elite team alongside famed Navy SEAL Team 6 Operator Robert J. O'Neill and other Special Forces Operators as an owner of our Military tribute brewery, helping employ Veterans to make great American beer. You Will Need To Keep Records Of Your Investment For Tax Purposes. 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. 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. Some or all of the Companys breweries, planned restaurants and bars, and contract brewers could lose their licenses to sell alcoholic beverages or have their hours of operation curtailed as a result of hearings of the licensing boards in jurisdictions where they are located or as a result of any changes in legislation governing licensed premises in the various jurisdictions in which they are located or may be located, with a material adverse effect on the Companys financial results and on your investment. While the funds you tendered are in an escrow account or one of these payment processor accounts or an account with an affiliated financial institution, if the company holding the funds should fail or otherwise terminate operations, the Company may not be able to recover all amounts deposited in these holding accounts. The Companys payments are generally collected at a later date due to the nature of the royalty account arrangement with its third-party logistics provide, which may be collected at various times through the year. 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. With a $200 minimum investment at $10 per share, interested parties can not just get a piece of the company, they can score some fun perks. If the maximum amount is raised in this Offering, investors in this Offering will own approximately 16.19% of the Company. There is no minimum number of Shares that needs to be sold in order for funds to be released to the Company and for this Offering to hold its first closing. Wait, famous Navy SEAL Team 6 Operator @mchooyah has a beer company that pays tribute to the Military and employs Veterans? The Company may appoint an independent director(s) to its board of directors in the future, particularly to serve on appropriate committees should they be established. The Companys Brewery, Planned Restaurants and Bars, and Contract Brewers Could Have Licensing, Legal or Regulatory Problems. The industries in which the Company participates are intensely competitive and subject to rapid and significant change. 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 offering circular is available to download here for you to read and review before you invest. There are now more than 8,000 breweries in operation up from approximately 1,500 breweries in 2009. The period of January 1, 2020 to December 31, 2020. All subscribers will be instructed by the Company or its agents to transfer funds by credit or debit card or ACH transfer, and possibly by wire transfer or check, directly to the Escrow Account, bank account or holding account established for this Offering. 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. Were releasing three more beers this year and have plans to add even more going forward, Beal said. However, management is aware that any capital raise involves uncertainty and investors should be aware that this material event and the uncertainty surrounding it make the reported financial information herein not indicative of potential future operating results or of our future financial condition. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. As of December 31, 2020, the Company had recorded a balance of deferred offering costs of $0. We also note that some of the perks involve the attendance at events. (1) The Company shall pay Dalmore a cash success fee equivalent to 5% of the gross proceeds raised in the Offering. If all of the Shares in this Offering are sold, the Shares would represent approximately 16.19% of the issued and outstanding combined shares of the Company. Should such additional broker-dealers be engaged, an amendment to this Offering Circular will be filed disclosing the additional fees. For general information on investing, we encourage you to refer to www.investor.gov. Regardless of which company the Holding Account is created through should they be created in lieu of the Escrow Account, the subscription funds advanced by prospective Investors as part of the subscription process would be held in said Holding Account and would not be commingled with the Company's operating account, until there is a Closing with respect to that Investor and. They have a market share of over 45% in the United States.Anheuser-Busch InBev is a publicly traded company on the New York Stock Exchange under the ticker symbol BUD. 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. Property, Plant and Equipment (PP&E) $3,584. I have two uncles who wereMarines, one of which was a Purple Heart recipient, and then I have another uncle and three cousins that went to West Point. Control of the Company and nearly all management decisions affecting the Company will be exercised only by those holding shares of Class A Common Stock, which are not being offered herein. We want you to invest and come along for the ride with us, but if you are looking for a stock you can buy today and sell tomorrow or in the near future, this investment is not for you. share) and will, when exercised, provide Dalmore or their assigns with Shares of Class C Common Stock. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact our financial statements. 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. 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. Each investor should consult their tax professional prior to investing. Rob is one of the most highly decorated combat veterans of our time and in addition to his duties with Armed Forces Brewing, is a sought-after public speaker, social media influencer, and a best-selling author of the New York Times best-selling book The Operator: Firing the Shots That Killed Osama bin Laden and My Years as a SEAL Team Warrior. Robs presence on our team not only gives instantaneous authenticity to our brands, but also connections to the military that we believe will allow us to grow and scale quickly. The market for Armed Forces Brewing Company is ever-growing. For more information on Armed Forces Brewing Company, visit www.OwnArmedForcesBrewingCo.com and follow the brand on Facebook, Twitter or Instagram. (Exhibit 1A-2A). Beer is big business, but it's not a high-growth industry. The Company maintains its cash with a major financial institution located in the United States of America, which it believes to be credit worthy. The timing and amounts of such closings will be in the sole and absolute discretion of the Company, who will take into consideration as to when closings will take place such matters as the amount of funds raised in the Offering prior to each such proposed closing, the feedback received from market participants regarding their interest in participating in the Offering and the impact that a closing would have on the continuation of the Offering. 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. IT'S 1700 SOMEWHERE T-SHIRT. My dad was an officer in theAir ForceandAir National Guard, Beal said. The Companys initial board of directors currently consists of six directors: Alan Beal, Bob Rupprecht, Jeff Jennings, Robert ONeill, Amit Rupani and Jason Bailey. A portion of all proceeds from the sale of their beer goes towards helping veterans and active-duty military members. Rather, the user maintains possession of the funds in that users Dwolla account. A variety of state, national, foreign, and international laws and regulations apply to the collection, use, retention, protection, disclosure, transfer and other processing of personal data. The Shares have no voting rights. The Companys Bylaws limit the liability of directors and officers of the Company to the maximum extent permitted by Delaware law. Distributed byTribune Content Agency, LLC. Similarly, domains owned and used by the Company may be challenged by others who contest the ability of the Company to use the domain name or URL. The industry in which the Company participates is highly speculative and extremely risky. 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. Investor suitability standards in certain states may be higher than those described in this Offering Circular. Limitation of Liability and Indemnification of Officers and Directors. Contact the author here. The use of the United States financial system by criminals to facilitate terrorism or other crimes could taint its financial markets. The Companys Operations Are And Will Be Subject to Certain Operating Hazards Which Could Result in Unexpected Costs or Product Recalls That Could Harm the Companys Business. Changes in Tax, Environmental and Other Regulations, Government Shutdowns or Failure to Comply with Existing Licensing, Trade or Other Regulations Could Have a Material Adverse Effect on the Companys Financial Condition. Significant judgment is required in determining our provision for income taxes and other tax liabilities. The subscription agreement includes a representation that if you are not an accredited investor as defined under federal securities law, you are investing an amount that does not exceed the greater of 10% of your annual income or 10% of your net worth, as described in the subscription agreement. Any such arrangement will add to its expenses in connection with the offering. As an investor, we hope you understand that following these rules is very important to all of us at Armed Forces Brewing Company to make sure we can grow into the company we all want to be, with you along for the ride, and without any problems from governmental authorities. In what is known as the Tiananmen Square Massacre, or in Chinese the June Fourth Clearing ( Chinese: ; pinyin . 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. 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. 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. Fiduciaries of certain ERISA Plans which provide for individual accounts (for example, those which qualify under Section 401(k) of the Code, Keogh Plans and IRAs) and which permit a beneficiary to exercise independent control over the assets in his individual account, will not be liable for any investment loss or for any breach of the prudence or diversification obligations which results from the exercise of such control by the beneficiary, nor will the beneficiary be deemed to be a fiduciary subject to the general fiduciary obligations merely by virtue of his exercise of such control. Changes In Tax Laws, Or Their Interpretation, And Unfavorable Resolution Of Tax Contingencies Could Adversely Affect The Companys Tax Expense. In response to these issues, the Company may need to significantly increase its packaging capabilities and tank capacity and add personnel to address these challenges. The price per Share of Class C Common Stock in this Offering is $10.00 per Share. All of their beers are brewed in small batches, using only the finest ingredients. Media Contact: MARCH MarketingBeth.dillon@marchcorp.com773-294-5356. These laws and regulations are subject to frequent reevaluation, varying interpretations and political debate, and inquiries from governmental regulators charged with their enforcement. Investor Funds Will Not Accrue Interest While in the Escrow Account or Holding Account Prior To Closing. At each closing, funds for subscriptions accepted from investors who have been issued will be immediately available for the Company's use during the term of the Offering. I mean, I wont be shelling out that much cash for a sticker and a few minor benefits, but Im sure someone might. IF THE PURCHASER LIVES OUTSIDE THE UNITED STATES, IT IS THE PURCHASER'S RESPONSIBILITY TO FULLY OBSERVE THE LAWS OF ANY RELEVANT TERRITORY OR JURISDICTION OUTSIDE THE UNITED STATES IN CONNECTION WITH ANY PURCHASE OF THE SECURITIES, INCLUDING OBTAINING REQUIRED GOVERNMENTAL OR OTHER CONSENTS OR OBSERVING ANY OTHER REQUIRED LEGAL OR OTHER FORMALITIES. The Company will pay existing officers in the future and may hire additional officers in the future and pay them and may also choose to compensate its directors in the future. Armed Forces Brewing Company has national and international demand and the ability to mass scale, said Alan Beal, the companys Chief Executive Officer. America Deserves A Great Beer. If a sale does occur, gain or loss realized on the sale of all or a portion of the Shares of Class C Common Stock by a Shareholder may be subject to taxation on capital gain or loss. The company has won several awards for its beers, including a gold medal at the 2016 Great American Beer Festival for its West Coast IPA. Heres what we need from you to comply with the law, in addition to the information you would have to give any online company you wanted to do business with: Read the formal legal offering documents we filed with the SEC by clicking here or downloading the Offering Circular here. 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. This Offering Will Commence Upon Qualification of this Offering by, the Securities and Exchange Commission and Will Terminate 365 days from. You should not place undue reliance on forward-looking statements. The Companys team that is present will hand sign the investors target after the shooting event. This pandemic has adversely affected our business and most alcohol-related businesses, as well as most restaurants and bars. The text on this website is a summary but does not contain all of the terms of our securities offering. Some of them may have concurrent responsibilities at other entities. Increasing the amount of additional equity that the Company will have to seek in the future will further dilute those investors participating in this Offering. The Companys future financial performance and its ability to commercialize its business and to compete effectively will depend, in part, on its ability to manage any future growth effectively. The stock offering provides all Americans with the opportunity to invest in Armed Forces Brewing Company for as little as $200 at $10 per share with a goal is to raise $7.5 million. 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. EACH INVESTOR SHOULD CONSULT HIS OR HER OWN ATTORNEY, ACCOUNTANT OR. 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. 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. As a result, all matters submitted to Shareholders will be decided by the vote of holders of Class A Common Stock. The estimate of the budget for offering costs is an estimate only and the actual offering costs may differ from those expected by management. The Company has agreed to pay Dalmore a fee equivalent to 5% of all capital raised in the Offering and 3% cashless exercise warrants based on the number of shares of Class C Common Stock sold in the offering, exercisable for up to 5 years. He also travels the country attending craft beer festivals, according to theArmed Forces Brewing Companywebsite. When equipment is retired or sold, the cost and related accumulated depreciation are eliminated from the balance sheet accounts and the resultant gain or loss is reflected in income. 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. In this Offering, the Company is only selling Shares of Class C Common Stock. The subscription agreement for this Offering includes a forum selection provision that requires any claims against the Company based on the subscription agreement to be brought in a court of competent jurisdiction in the State of Maryland other than claims brought to enforce any duty or liability created by the Securities Act of 1933 or the Securities Exchange Act of 1934, or the rules and regulations thereunder. If The Company Fails To Maintain And Enhance Awareness Of The Company's Brand, The Company's Business And Financial Results Could Be Adversely Affected. At present, the Company contract brews all of its beer. In late 2019, a novel coronavirus (COVID-19) surfaced, reportedly, in Wuhan, China. The company is headquartered in Tampa, Florida, and it has a strong presence in the United States. 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. 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. Armed Forces Brewing may be based in Annapolis, Maryland, home of the U.S. Certain officers, directors and/or other insiders may hold Shares in the Company and may be able to sell their Stock in a trading market if one should develop. Beer, one of the original alcoholic beverages, was developed at the dawn of human civilization. Some of the brewerys past releases include an imperial stout aged in bourbon barrels, a rye pale ale, and a chocolate peanut butter porter.So far, Armed Forces Brewing Company has been well-received by both critics and consumers alike. Funds will be promptly refunded without interest, for sales that are not consummated. The continued growth in the sales of craft-brewed domestic beers, imported beers and hard seltzers is expected to increase the competition in the market for beer within the United States and, as a result, prices and market share of the Companys products may fluctuate and possibly decline. Any costs and expenses associated with a terminated offering will be borne by the Company. This litigation could result in diversion of resources and could materially adversely affect the Company's operating results. The following table of beneficial ownership sets forth information regarding beneficial ownership of all classes of the Companys Shares if all Shares are sold in the Regulation A offering. If Sila is used, the Holding Account will be a linked bank account through Evolve Bank & Trust or another financial institution within the Sila Inc. payment infrastructure which is set up to hold funds paid by Investors into the Company's Offering pending the acceptance by the Company or the Broker-Dealer, and a closing of the Offering for which the funds were paid. Armed Forces Brewings unique corporate mission and marketing have already created national and global buzz and demand. 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. In addition, a senior foreign political figure includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure. Robert ONeill, the former Navy SEAL who is widely credited with firing the shots that killed Osama Bin Laden, has a new mission: To get you to invest in a beer company. Investing in Armed Forces Brewing Company could be just the thing you need to diversify your portfolio while supporting a worthy cause at the same time. Potential interruptions at breweries include labor issues, governmental action, quality issues, contractual disputes, machinery failures, operational shutdowns or natural or unavoidable catastrophes. Commodity markets are volatile and unexpected changes in commodity prices can reduce the Companys profit margin and make budgeting difficult. 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. Total funding provided by these sources from inception through December 31, 2020 amounted to $236,030 and has continued since then. A sense of national unity and identity was forged as a result of victory in the First Barbary War and the Second Barbary War. You should not expect to be able to influence any decisions by management of the Company through voting on Company matters. Unless otherwise indicated and subject to applicable community property laws, to the Companys knowledge, each shareholder named below possesses sole voting and investment power over their shares, where applicable. They offer growlers and kegs to-go from their tasting room located in the Point Loma neighborhood of San Diego. He has led, operated, and grown profitable multi-unit independent food & beverage groups in the Denver, Kansas City, and Charlotte markets. Decided by the Company RESERVES the RIGHT to DENY the PURCHASE of the funds that. 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Identity was forged is armed forces brewing company, a good investment a result, all matters submitted to Shareholders will be disclosing! After the shooting event for a single investor is $ 10.00 per Share of C., and Unfavorable Resolution of Tax Contingencies could adversely affect the Company 's financial condition and the Second Barbary.! And make budgeting difficult Wuhan, China your inbox daily the maximum is... In is armed forces brewing company, a good investment the June Fourth Clearing ( Chinese: ; pinyin in States... Employs Veterans original alcoholic beverages, was developed at the dawn of human civilization of Offering. The maximum amount is raised in the Point Loma neighborhood of San Diego for...

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