Successfully promoting and positioning the Company's brands, products and services will depend largely on the effectiveness of the Company's marketing efforts. There is also uncertainly as to what long-term restrictions or other effects will occur in the alcohol, restaurant and bar industries. However, they have established themselves as a quality brewery with a loyal following among beer drinkers in San Diego. The Shares of Class C Common Stock being offered in this Offering Circular are subject to drag-along rights. Under the regulations, the beneficiary must not only exercise actual, independent control in directing the particular investment transaction, but also the. None of the Securities Offered Are Being Sold By Present Security Holders. Holding company for Corona, Modelo, and other wine and spirits brands. The Company maintains the right to accept or reject subscriptions in whole or in part for any reason or for no reason. The Company Is Or Will Be Subject To Income Taxes As Well As Non-Income Based Taxes, Such As Payroll, Sales, Use, Value-Added, Net Worth, Property And Goods And Services Taxes. The companys commitment to quality and its dedication to providing veterans with job opportunities makes it a great choice for those looking for an ethical and profitable way to invest their money. The Offering is being conducted on a best-efforts basis without any minimum number of Shares or amount of proceeds required to be sold. Material changes from the earlier reported period are primarily due to the Company receiving additional private funding in 2020, as set out below. Kirin is Japan's second-largest beer label, just behind Asahi Group Holdings (OTC:ASBRF), and it's one of the largest consumer staples companies in the country. However, if a Qualified Plan or IRA earns unrelated business taxable income (UBTI), this income will be subject to tax to the extent it exceeds $1,000 during any fiscal year. 21 & up. But persistent double-digit percentage sales growth is fantastic in an industry largely dominated by slow and predictable consumption trends. Chief Executive Officer (Principal Executive Officer) Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) and Director. Depreciation expenses totaled $723 for the year ended December 31, 2019. AS SUCH, THE COMPANY BELIEVES THAT THIS OFFERING CIRCULAR CONTAINS A FAIR SUMMARY OF THE TERMS OF ALL MATTERS, DOCUMENTS AND CIRCUMSTANCES MATERIAL TO THIS OFFERING. We. This Offering Circular and this section do not purport to give a complete description of all rights related to the Shares of Class C Common Stock, and both are qualified in their entirety by the provisions of the Companys Certificate of Incorporation (Exhibit 1A-2A) and its Bylaws (Exhibit 1A-2B), copies of which have been attached as Exhibits to this Offering Circular. The Company anticipates competition among domestic craft brewers will remain strong, as many local craft brewers continue to experience growth. In June 2019, the Company launched distribution into 12. stores and taprooms in the Norfolk, Virginia Beach, and Hampton Rhodes area of Virginia through Barrel Beverage Distributors. Some of the advisors, consultants and others to whom the Companys ultimate success may be reliant upon have not signed contracts with the Company and may not ever do so. The Companys business is highly regulated by federal, state and local laws and regulations regarding such matters as licensing requirements, trade and pricing practices, labeling, advertising, promotion and marketing practices, relationships with distributors, environmental impact of operations and other matters. And he kills space aliens? 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. Should one or more of these risks or uncertainties materialize, or should any of these assumptions prove incorrect or change, the Company's actual operating and financial performance may vary in material respects from the performance projected in these forward-looking statements. The video also includes a CGI flyover from a trio of aircraft that look a lot like Russian MiG-29s and the same woman appears to have been cloned several times over in different service-specific outfits. Stock Advisor list price is $199 per year. To the extent that the Offering Circular contains forward-looking statements regarding the financial condition, operating results, business prospects, or any other aspect of the Companys business, please be advised that the Companys actual financial condition, operating results, and business performance may differ materially from that projected or estimated by the Company. Once proper funding is in place and the opportunity arises, Armed Forces Brewing plans to acquire or build its own brewing facilities to be able to produce quality beer more economically and profitably. When you review our offering circular, please review all of the risk factors before making an investment in our company. Armed Forces Brewing Companys stock offering will be held under Regulation A, a law passed as part of the 2012 Jumpstart Our Business Startups (JOBS) Act that allows small and emerging companies to raise capital by selling stock online through equity crowdfunding. Net Loss. During the period from January 1, 2020 to December 31, 2020, the Company received funding consisting of $100,000 which was used to cover operating expenses for that period of time. The Company has not entered into employment agreements with any of its officers or directors as of the date of this Offering Circular. 3 Unstoppable Growth Stocks to Buy and Hold Forever. https://t.co/dQ17NGhG13 pic.twitter.com/XHkN7uKSPw. The industries in which the Company participates are intensely competitive and subject to rapid and significant change. 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. An investment in the Company may not be suitable for all recipients of this Offering Circular. The potential also exists for these large competitors to increase their influence with their distributors, making it difficult for smaller brewers to maintain their market presence or enter new markets. Media Contact: MARCH MarketingBeth.dillon@marchcorp.com773-294-5356. If you invest in the Companys Shares, your interest will be diluted immediately to the extent of the difference between the Offering price per Share and the pro forma net tangible book value per share after this Offering. At present, the Company contract brews all of its beer. They offer a wide range of styles, so you can find the perfect beer for any occasion. ARMED FORCES BREWING COMPANY PINT GLASS. You can "enlist" by investing $200 to $499, at which point you'll. Jason is also instrumental in the development of Armed Forces Brewing Brewerys beer products and quality control. The warrants described in the preceding paragraph and the right to purchase securities upon exercise hereof shall terminate upon the earliest of (a) the close of business on the five-year anniversary of qualification of the Company's Regulation A offering or (b) the consummation of a sale, merger or the like of the Company or an initial public offering of the Company. Companys Bylaws state that the holders of a majority of the outstanding Class A Common Stock have the right to seek and approve a Drag-Along Sale of the Company. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO WWW.INVESTOR.GOV. You Will Need To Keep Records Of Your Investment For Tax Purposes. Before the JOBS Act, 80 years of securities law prevented the general public from investing in early-stage private companies like Armed Forces Brewing Company. Enjoy responsibly. Depreciation is provided using the straight-line method, based on useful lives of the assets. Renders beer snobs unconscious with 2 fingers? INVESTORS WILL BE REQUIRED TO REPRESENT THAT THEY ARE ABLE TO BEAR THE ECONOMIC RISK OF THEIR INVESTMENT AND THAT THEY (OR THEIR PURCHASER REPRESENTATIVES) ARE FAMILIAR WITH AND UNDERSTAND THE TERMS AND RISKS OF THIS OFFERING. The Company considers short-term, highly liquid investment with original maturities of three months or less at the time of purchase to be cash equivalents. For a full description of the voting rights of the Shares offered herein, please review the Certificate of Incorporation (Exhibit 1A-2A) and Bylaws (Exhibit 1A-2B). It also exports its products to Canada, Europe, Asia, and Australia. If These Assumptions Or Analyses Prove To Be Incorrect, The Companys Actual Operating Results May Be Materially Different From Its Forecasted Results. The Company cannot assure that even with the proper filings that a trading market will ever develop. An investment in the Company's Shares offered in this Offering involves a high degree of risk and you should not purchase the Shares if you cannot afford the loss of your entire investment. This Offering will commence on the qualification of this Offering Circular, as determined by the Securities and Exchange Commission and continue for a period of 365 days. For purposes of such requirements, current. Various parties can be on title for a VA home loan. In particular, sales, marketing and business arrangements are subject to extensive laws and regulations intended to prevent fraud, misconduct, kickbacks, self-dealing and other abusive practices. Armed Forces Brewing Company is Veteran owned, Veteran operated, and we make great American beer for America's Military Heroes, First Responders, and Patriots. THE COMPANY MAY REJECT ANY OFFER IN WHOLE OR IN PART AND NEED NOT ACCEPT OFFERS IN THE ORDER RECEIVED. Launched in 2019, Armed Forces Brewing Company was founded by patriotic experienced veterans of the food and beverage industry and Military Veterans and plans to employ Veterans and Veteran. There is also the possibility that the exclusive forum provision may discourage shareholder lawsuits, or limit shareholders ability to bring a claim in a judicial forum that it finds favorable for disputes with the Company and its officers and directors. There are 750,000 Shares being offered at a price of $10.00 per Share with a minimum purchase of Twenty (20) Shares per investor. If unsuccessful in defending that litigation, the Company might be forced to pay damages and/or change the Company's business practices or pricing structure, any of which could have a material adverse effect on the Company's operating revenues and profitability. There is no better time for some Ex-Military Talent within your business! Any additional financing could have a negative effect on Shareholders. We will brew and package a small batch of the beer, give you two cases, and we will sell the beer in some stores and/or online***, A personalized, autographed copy of Robert ONeills book The Operator, 12 stickers three each from Armed Forces Brewing Company, the Seawolf brand, the Airman brand and the Soldier brand. Lack of additional funding could force the Company to curtail substantially the Companys growth plans. 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 Shares that Dalmore or their assigns will receive upon exercising their warrants will be restricted securities meaning they are not fully liquid, free trading shares unless the restrictions are lifted in accordance with applicable law. The Company has based its forward-looking statements on its current expectations about future events. Changes In Tax Laws, Or Their Interpretation, And Unfavorable Resolution Of Tax Contingencies Could Adversely Affect The Companys Tax Expense. Variations in the levels of advertising, marketing and promotional expenditures are expected to cause variability in the Companys results of operations. Competition for qualified employees and consultants among companies in the applicable industries is intense, and the loss of any of such persons, or an inability to attract, retain and motivate any additional highly skilled employees and consultants required for the initiation and expansion of the Company's activities, could have a materially adverse effect on it. 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. The beer industry isn't the most exciting investment theme around. THE CONTENTS OF THIS OFFERING CIRCULAR ARE NOT TO BE CONSTRUED AS LEGAL OR TAX ADVICE. 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 is a veteran-owned and operated craft brewery based in San Diego, California. Depending on where you reside, we may not be able to ship beer to you. Brewery. Any negative publicity generated could damage the Companys reputation and diminish the value of the Companys brand and its products which could have a material adverse effect on the Companys business, results of operations, and financial condition, as well as your investment. The Company is offering a Maximum Offering of up to $7,500,000.00 of its 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. Our beers pay tribute to the men and women of the greatest military in the world, and I am thrilled that anyone and everyone can own part of this patriotic company at this early stage alongside me.. At each closing, funds held in the Escrow Account or Holding Account will be distributed to the Company, and the associated Shares will be issued to all investors at time of each closing for investors whose funds and subscription have been cleared. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. Reliance on its own breweries may expose the Company to capacity constraints and risk of disruption of supply, as these breweries are operating at or close to current capacity in peak months. 11.7K followers. Dalmore is not distributing any securities offering prospectuses in this Regulation A Offering or making any oral representations concerning the securities offering in this Regulation A Offering. 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 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. tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. We also note that some of the perks involve the attendance at events. 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