The Company maintains the right to accept or reject subscriptions in whole or in part for any reason or for no reason. The Shares of Class C Common Stock Offered Herein Do Not Have Voting Rights. As the Company is still in the early stages of development, no material tax provision exists as of the balance sheet date. Additionally, the website only lists two beers at present: an IPA called Special Hops, and Cat Shot, a lager. Under the terms and conditions provided in this Equity Incentive Plan, stock options, vesting stock and stock awards may be authorized and granted to the Companys directors, executive officers, employees and key employees or consultants. He is an innovative force in the booming development of the Charlotte, NC restaurant and nightlife industry. "Use of the Armed Forces Brewing Company name does not constitute DOD endorsement" . This Preliminary Offering Circular is following the offering circular format described in Part II of Form 1-A. The Shares, when issued, will be fully paid and non-assessable. The impact and any associated risks related to these policies on the Companys business operations is discussed throughout Management's Discussion and Analysis of Financial Condition and Results of Operation where such policies affect the Companys reported and expected financial results. 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. Jasons expertise is in Information Technology, Information Security, System Engineering, Project Management, Change Management, Budgeting, Acquisitions, and craft beer. The following chart reflects all compensation paid to each officer and director from January 1, 2020 through December 31, 2020. 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. 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 uses agricultural commodities in the manufacturing of its beer. Stock options or a significant equity ownership position in the Company may be utilized by the Company in the future to attract one or more new key senior executives or others to manage and facilitate the Companys growth. Shares are down more than 70% from all-time highs due to the slowdown in sparkling seltzer sales expansion, but the Samuel Adams parent will be more than just fine over the long term. See Plan of Distribution., (2) Does not reflect payment of expenses of this Offering, which are estimated to not exceed $200,000.00 and which include, among other things, legal fees, accounting costs, reproduction expenses, due diligence, marketing, consulting, broker-dealer out-of-pocket expenses, administrative services, technology provider fees, banking fees, other costs of blue sky compliance, and actual out-of-pocket expenses incurred by the Company selling the Shares, but which do not include any type of commissions to be paid to any broker-dealer. In the event that the financing is a down round the holders of the convertible notes will dilute existing equity holders, and even more than the new investors do, because they get more shares for their money. The filing was accepted and the conversion to a corporation became official on or about September 8, 2020. 21 & up. Prospective investors are not to construe the contents of our offering circular, or of any prior or subsequent communications from our company or any of its employees, agents or affiliates, or on this website as investment, legal, financial or tax advice. Purchasers may be accredited investors or non-accredited investors. Amit is a co-founder of Armed Forces Brewing. The Company had net cash of $(155) on December 31, 2019. The Companys Expenses Could Increase Without a Corresponding Increase in Revenues. Check out our State of the Company video to learn how were expanding distribution and working hard to get our American-made beers on store shelves across this great nation. This provision does not apply to purchasers in secondary transactions. The photographs, drawings and graphics on the website and in any marketing materials are for illustrative purposes only. The Companys operations are subject to certain hazards and liability risks faced by all brewers, such as potential contamination of ingredients or products by bacteria or other external agents that may be wrongfully or accidentally introduced into products or packaging, or defective packaging and handling. As a result, these companies may obtain. 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. Both my partners loved craft beer and wanted to start aNavy-specific craft beer brand, Beal said. The Company's Employees May Engage In Misconduct Or Improper Activities. When you review our offering circular, please review all of the risk factors before making an investment in our company. ", PART II PRELIMINARY OFFERING CIRCULAR - FORM 1-A: TIER 2, PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933, 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), See The Offering Page 13 and Securities Being Offered Page 67 For Further Details. My dad was an officer in theAir ForceandAir National Guard, Beal said. Derek Detenber, Chief Marketing and Merchandising Officer at Batteries Plus is a franchise industry veteran with decades of consumer marketing experience at world-class brands such as Wendy's and Massage Envy. Such funds will be deposited into the Escrow Account, bank account or holding account and released to the Company at each closing. 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. Expenditures for renewals and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized. In addition, such unrelated business taxable income may result in a tax preference, which may be subject to the alternative minimum tax. 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. To Date, The Company Has Had Operating Losses And Does Not Expect To Be Initially Profitable For At Least The Foreseeable Future, And Cannot Accurately Predict When It Might Become Profitable. As a result, all matters submitted to Shareholders will be decided by the vote of holders of Class A Common Stock. This legislation is broad and complex, and given its recent enactment, regulations or other interpretive guidance are currently limited. While the Company uses reasonable efforts to protect these trade secrets, the Company cannot assure that its employees, consultants, contractors or advisors will not, unintentionally or willfully, disclose the Company's trade secrets to competitors or other third parties. 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. The Shares are being offered and sold by Armed Forces Brewing Company, Inc., a Delaware Corporation (Armed Forces Brewing, we, our or the Company). The following tables illustrate the per Share dilution which would occur under each of the Use of Proceeds section scenarios shown below (before deducting the appropriate offering expenses for each scenario) as of the December 31, 2020 financial statements: If the total capital raised is $1,875,000: Net Tangible Book Value per Share before Offering (based on 3,881,250, Increase in Net Tangible Book Value per Share Attributable to Shares Offered Hereby (based on 187,500 Shares), Net Tangible Book Value per Shares after Offering, Dilution of Net Tangible Book Value per Share to Purchasers in this Offering. Investors will be subject to substantial risks involved in an investment in the Company, including the risk of losing their entire investment. TRADING OF CLASS C SHARES WILL NOT BE PERMITTED UNLESS AND SHAREHOLDERS ARE NOTIFIED OTHERWISE BY THE COMPANY, WHICH MAY REQUIRE SHAREHOLDERS TO HOLD THEIR SHARES INDEFINITELY. Imported beers also continue to compete aggressively in the United States beer market. Amounts held in such balances do not indicate a purchase of any security or otherwise commit the funds to be used to purchase securities. If the Companys securities ever publicly trade, they may be relegated to the OTC Pink Sheets. Fiduciaries, participants or beneficiaries considering an investment in the Shares should consult their own legal advisors if they have any concern as to whether the investment would be a prohibited transaction. Media Contact: MARCH MarketingBeth.dillon@marchcorp.com773-294-5356. Potato growers are beginning to prepare seed potatoes. Federal regulations and Executive Orders administered by the OFAC prohibit, among other things, the engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. Investments in Armed Forces Brewing Company begin at $200, at $10 a share and come in different tiers with their own perks. 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. The Company evaluates its tax positions that have been taken or are expected to be taken on income tax returns to determine if an accrual is necessary for uncertain tax positions. 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. Property and Equipment. Invite +1 to a Meet and Greet and dinner the evening before our annual shareholder event with members of our management and our advisory board. 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. Armed Forces Brewing Company is owned by Military Veterans and is known for great tasting beers as well as its outrageous and patriotic videos for its public stock offering, which has. Growth could place an increasing strain on its management and financial resources. The Company Has Significant Discretion Over The Net Proceeds Of This Offering, The Company has significant discretion over the net proceeds of this Offering. The Company invested in packaging materials, a 100bbl batch of Special Hops IPA, and expenses related to this Offering. There are no restrictions on alienability of the Shares in the corporate documents other than those disclosed in this Offering Circular. The indemnification provisions of the Companys Bylaws contain additional rights and obligations related to this subject. The Company has been operating at a loss since the Company's inception, and the Company expects to continue to incur losses for the foreseeable future. You will participate in a military-based planned activity with members of our management and advisors. Armed Forces Brewing Company is one such brewery. $14.00. 1 These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs. share) and will, when exercised, provide Dalmore or their assigns with Shares of Class C Common Stock. 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. James Earl Carter Jr. (born October 1, 1924) is an American retired politician who served as the 39th president of the United States from 1977 to 1981. But honestly, I dont really give a shit about the commercial, and I dont think you should either. 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. As of December 31, 2019, the Company had fixed assets of $2,169. As of last July, Armed Forces Brewing Co. is offering 750,000 shares of non-voting Class C common stock to investors at $10 a share. The companys onsite roster lists a number of other military veterans, from fellow Navy SEALs to former Army Special Forces. The Company Will Be Dependent on Its Distributors. However, the spread of the coronavirus, if it continues, and any future similar occurrence may cause an overall decline in the economy as a whole and therefore may materially harm our Company long term. You can read a more detailed breakdown of the perks, here. These cautionary statements qualify all forward-looking statements attributable to the Company or persons acting on its behalf. As of December 31, 2020, the Company had $18,962 in a corporate checking account. The Companys Operating Plan Relies In Large Part Upon Assumptions And Analyses Developed By The Company. Adverse conditions may include recession, downturn or otherwise, local competition or changes in consumer taste. When we start brewing beer in our own facilities, we have plans for tap rooms, stand-alone brewpubs and restaurants to support the brand and to drive additional revenues. The guidance is effective for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021, and early application is permitted. This provision does not apply to legal actions arising under the Securities Act of 1933 or the Securities Exchange Act of 1934. The Bylaws state that no holder of common stock of the Company shall sell, assign, pledge, or in any manner transfer any of the shares of common stock of the corporation or any right or interest therein, whether voluntarily or by operation of law, or by gift or otherwise, except by a transfer which meets the requirements set forth in the Bylaws, which include right for the Company to purchase or otherwise take control of the shares as outlined in the Bylaws. 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 No Class A Common Stock is being sold in this Offering. 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. Risks Relating to This Offering and Investment, The Company May Undertake Additional Equity or Debt Financing That May Dilute The Shares In This Offering. Some sectors of the domestic beer industry have experienced a decline in shipments over the last ten years. The Company is offering up to $7,500,000.00 of its Shares of Class C Common Stock to investors in this Offering. The costs of establishing and operating a brewery and the planned restaurants and bars may be higher than expected. 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. This is what the JOBS Act is all about giving everyday Americans in the general public a chance to do what venture capitalists and the rich investors on Wall Street have been allowed to do for years. In the case of sales to fiduciary accounts (Keogh Plans, Individual Retirement Accounts (IRAs) and Qualified Pension/Profit Sharing Plans or Trusts), the above suitability standards must be met by the fiduciary account, the beneficiary of the fiduciary account, or by the donor who directly or indirectly supplies the funds for the purchase of the Shares. The Company is not involved in any litigation and is not aware of any pending or threatened legal actions. Property, Plant and Equipment (PP&E) $3,584. There are a few things to consider before investing in Armed Forces Brewing Company. Armed Forces Brewing Company is a publicly traded company, and its stock is widely available. In any event, except to the extent that investors Shares may be registered on a Form S-1 Registration Statement with the Securities and Exchange Commission in the future, there is absolutely no assurance that the Shares could be sold under Rule 144 or otherwise until the Company becomes a current public reporting company with the Securities and Exchange Commission and otherwise is current in the Companys business, financial and management information reporting, and applicable holding periods have been satisfied. Bob is in rare company to be one of a handful of brewers to win the Maryland Governors Cup for Excellence in Craft Beer Brewing. 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. By 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, and the associated Shares will be issued at that time to the investors that purchased such Shares. Sign up to receive a daily email of today's top military news stories from Stars and Stripes and top news outlets The Company has a very short operating history and no assurance that the business plan can be executed, or that the Company will generate revenues or profits. This litigation could result in substantial costs and diversion of resources and could materially adversely affect the Company's future operating results. Note that the Companys preparation of the financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of its consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. investors should note that this chart contains only the best estimates of the Companys management based upon information available to them at the present time, and that the actual use of proceeds is likely to vary from this chart based upon circumstances as they exist in the future, various needs of the Company at different times in the future, and the discretion of the Companys management at all times. Some of them may have concurrent responsibilities at other entities. 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 Company does not believe that the cost of fulfilling the shareholder benefits/perks listed above will materially impact the Use of Proceeds from this Offering. Additional accounts may be used in the future in lieu of the Escrow Account for the same purpose. This Offering Will Commence Upon Qualification of this Offering by, the Securities and Exchange Commission and Will Terminate 365 days from. Trustees and other fiduciaries making the investment decision for any qualified retirement plan, IRA or Keogh Plan (or beneficiaries exercising control over their individual accounts) should also consider the application of the prohibited transactions provisions of ERISA and the Code in making their investment decision. Armed Forces Brewing Company is dedicated to producing high-quality, handcrafted beers that honor the service and sacrifice of the men and women of the United States Armed Forces.The companys flagship beer is its West Coast IPA, which is a tribute to the Marines 3rd Battalion, 5th Marine Regiment, also known as The Darkhorse Battalion. The Darkhorse Battalion has a long history of distinguished service, dating back to World War II. IT'S 1700 SOMEWHERE T-SHIRT. 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. 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. And, along the way, Kirin is embarking on digital updates to modernize its operation and increase efficiency, further bolstering the company's dividend-paying capability. Thus, classification of our assets as plan assets could make the management a fiduciary of an investing plan. Our offering circular does not constitute an offer or solicitation in any jurisdiction in which such an offer or solicitation would be unlawful. 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. In addition to owning equity in our company, we give you special perks depending on the amount you invest. ______________________________________________________________________________, OFFERING SUMMARY AND SUMMARY OF RISK FACTORS, MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION, COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS, SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS, INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN RELATED-PARTY TRANSACTIONS AND AGREEMENTS, ACKNOWLEDGEMENT ADOPTING TYPED SIGNATURES. Be higher than expected lieu of the perks, here and diversion of resources and could materially adversely the... Apply to is armed forces brewing company, a good investment actions arising under the Securities and Exchange Commission and Terminate. With Shares of Class a Common Stock to start aNavy-specific craft beer brand, Beal.... 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