Our revenue may fluctuate from period-to-period in the future due to a variety of factors, many of which are beyond our control. Armed Forces Brewing Company offers tours of the brewery, and they also host events such as live music and trivia nights. 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 Company also notes that some of the perks above involve the possible attendance at events. The Companys regular bank accounts, any escrow account and bank accounts that may be used to hold some investor funds while investors are going through the compliance process before a closing occurs, have federal insurance that is limited to a certain amount of coverage. Your date of birth and social security number or other national ID number. (Armed Forces Brewing Company/Facebook). See the description in section entitled Use of Proceeds on page 50 herein. Prior to the adoption of ASC 606, we recognized revenue when persuasive evidence of an arrangement existed, delivery of products had occurred, the sales price was fixed or determinable and collectability was reasonably assured. When the Company issues more Shares or other securities, the percentage of the Company that you own will decrease, even though the value of the Company may increase. Accordingly, our employees, directors, executive officers and insider shareholders may have the power to control the election of our directors or managers and the approval of actions for which the approval of our shareholders is required. The alcoholic beverage industry has been the subject of considerable societal and political attention for several years, due to public concern over alcohol-related social problems, including driving under the influence, underage drinking and health consequences from the misuse of alcohol, including alcoholism. Until then, Armed Forces Brewing will continue contract brewing at facilities that can uphold the high standards we have created for brewing, packaging and delivering our beers. If this event occurs, you may own a smaller piece of a larger company. Net Loss. ARMED FORCES BREWING COMPANY PINT GLASS. 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. The forward-looking statements appear in a number of places in this Offering Circular and any documents incorporated by reference and include statements regarding the intent, belief or current expectations of the Company with respect to, among others things: (i) the development of the Company and its products; (ii) the targeting of markets; (iii) trends affecting the Companys financial condition or results of operation; (iv) the Companys business plan and growth strategies; (v) the industries in which the Company participates; and (vi) the ability of the Company to generate sufficient cash from operations to meet its operating needs and pay off its existing indebtedness, all of which are subject to risks and uncertainties. Should you choose to invest in this offering using a credit card, you should be aware of several risks. To make great beer, you need a great brewmaster. The following table of beneficial ownership sets forth information regarding beneficial ownership of all classes of the Companys shares as of the date of this Offering Circular. See "Plan of Distribution. The military exchange retail network is made up of 1,045 package stores and mini-marts in the continental U.S. that account for $292 million in annual beer sales. 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. Now, I have to circle back because at first when I saw the enlist option I was irritated, because it felt like one blatant attempt at over-the-top military branding too many. He himself didnt choose that path but is very proud of all his family members who have. The Company anticipates competition among domestic craft brewers will remain strong, as many local craft brewers continue to experience growth. Should Passive Income Investors Buy This High-Yield Stock? If you invest in the Shares, you will be subject to this provision and may be required to participate in such a sale as set out in the Bylaws. The escrow account will be with a regulated financial institution and will have federal insurance covering portions of the deposit, but the insurance may not be enough to cover the total amount of fund held in said account. 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. Growth could place an increasing strain on its management and financial resources. If at any time, the Drag-Along Seller receives a bona fide offer from an independent purchaser for a drag-along sale, the Drag-Along Seller shall have the right to require that each other shareholder participate in the sale in the manner provided in the Bylaws; provided, however, that no shareholder is required to transfer or sell any of its shares if the consideration for the Drag-Along Sale is other than cash or registered securities listed on an established U.S. securities exchange or traded on the NASDAQ National Market. The term "dilution" refers to the reduction (as a percentage of the aggregate Shares outstanding) that occurs for any given Share when additional Shares are issued. Armed Forces Brewing Companys mission is to brew high-quality beer that supports the military community.The company offers a variety of beers, including IPAs, stouts, porters, and blonde ales. However, Constellation coaxes a more than 30% operating profit margin from its alcoholic beverage operation. Robert ONeill is one of the most highly-decorated combat Veterans of our time. The Shares being offered are held in book-entry form. The Company does not expect to create any additional classes of stock during the next 12 months, but the Company is not limited from creating additional classes which may have preferred dividend, voting and/or liquidation rights or other benefits not available to holders of its Shares if it chooses to do so. Lack of additional funding could force us to curtail substantially our growth plans. Armed Forces Brewing Company appears to be a good investment at this time due to their strong financial position and potential for future growth. The Company believes that the funding to be obtained through this Offering will have a material impact on future operations. The Shares are being offered pursuant to Regulation A of Section 3(b) of the Securities Act of 1933, as amended, for Tier 2 offerings. There is No Public Trading Market for the Company's Shares. Additionally, early-stage companies inherently involve greater risk than more developed companies. Net loss for the period from January 1, 2019 to December 31, 2019 was $(12,132). You should thoroughly read and understand the significance of these restrictions and seek the opinion of your investment advisors before purchasing the Shares being offered. . We are more than a local craft beer. Washington DC-Baltimore Area. Fees in the charts above only reflect the cash fees and do not reflect the warrants, which are also not represented in the table of beneficial ownership herein. If the Company is sued in connection with any data security breach, the Company could be involved in protracted and costly litigation. "Use of the Armed Forces Brewing Company name does not constitute DOD endorsement" . Competition may increase further as a result of advances in the commercial applicability of technologies and greater availability of capital for investment in these industries. The company donates a portion of its proceeds to organizations that support the military community, such as the Wounded Warrior Project and Operation Homefront. So when Beal met a couple of guys during a party inWashington D.C., who were looking to get into the craft beer industry, he was instantly interested. Does risk management play a role in investing in digital currency markets? The Companys planned sources of revenue include: (1) wholesale beer sales, (2) retail beer sales, (3) food and beverage sales in taprooms and restaurants and (4) merchandise. The spread of a disease could lead to unfavorable economic conditions, which would adversely impact our operations. Some of the commodities used by the Company are key ingredients in its beer and may not be easily substituted. The Company will outsource some or all of its online presence, server needs, technology development and data management to third parties who host the actual servers and provide power and security in multiple data centers in each geographic location. To find a location where the beer can be purchased, go to. The Companys Business Plan Is Speculative. The Company may provide for the indemnification of directors, officers and others to the fullest extent permitted by law and, to the extent permitted by such law, eliminate or limit the personal liability of directors, officers and others to the Company and its shareholders for monetary damages for certain breaches of fiduciary duty. Thus, if the Offering is fully subscribed, the net tangible book value per Share owned by the Companys current shareholders will have immediately increased by approximately $0.4623 per share without any additional investment on their part and the net tangible book value per Share for new investors will be immediately diluted to $0.4618 per Share. Percentage of beneficial ownership before the offering is based on 3,881,250 shares outstanding which includes 88,206 shares set aside for the Equity Incentive Plan that are not outstanding or have not been issued as of the date of this Offering Circular. He is also a global public speaker, social media influencer, and best-selling author of the book The Operator: Firing the Shots That Killed Osama bin Laden and My Years as a SEAL Team Warrior. The Company was converted to a Delaware corporation after a Certificate of Conversion and a Certificate of Incorporation were filed with the state of Delaware on or about August 21, 2020. As of December 31, 2019, the Company had recorded a balance of deferred offering costs of $0. The Company Is Not Subject To Sarbanes-Oxley Regulations And Lack The Financial Controls And Safeguards Required Of Public Companies. Armed Forces Brewing was formed in the state of Delaware on January 11, 2019 as Seawolf Brewing Company LLC. 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. For the past five years, Jeff has worked for Asheville, North Carolina based JSJ Consulting as well as Agora Concepts, Inc. d/b/a SOUL Gastrolounge in Charlotte North Carolina, 4Caret Enterprises, LLC d/b/a The Diamond in Charlotte, North Carolina and RAGA Charlotte, LLC d/b/a KIKI Bistro in Charlotte North Carolina. The Company's projected growth will place a significant strain on the Company's administrative, operational and financial resources. 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. The Company plans to address this through its own breweries, but this method may cause additional problems including supply chain struggles under increased volume and increased operational and freight costs. 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. 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. For general information on investing, we encourage you to refer to www.investor.gov. Disposition of Shares of Class C Common Stock. 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. Regulations issued on November 13, 1986, by the Department of Labor (the Final Plan Assets Regulations) provide that when an ERISA Plan or any other plan covered by Code Section 4975 (e.g., an IRA or a Keogh Plan which covers only self-employed persons) makes an investment in an equity interest of an entity that is neither a publicly offered security nor a security issued by an investment company registered under the Investment Company Act of 1940, the underlying assets of the entity in which the investment is made could be treated as assets of the investing plan (referred to in ERISA as plan assets). Beneficial ownership and percentage ownership are determined in accordance with the rules of the Securities and Exchange Commission and include voting or investment power with respect to the shares. In addition, any delays in federal or state government required approvals caused by federal or state government shutdowns could prevent new brands or innovations from getting to market on time or at all. As a result, the Company believes that its accounts receivable credit risk exposure is limited, and it has not experienced significant write-downs in its accounts receivable balances. 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. To the extent that the Company needs to avail itself of a third-party brewing services arrangement, it exposes itself to higher than planned costs of operating under such contract arrangements than would apply at a Company-owned brewery, potential lower service levels and reliability than internal production, and potential unexpected declines in the brewing capacity available to it, any of which could have a material adverse effect on the Companys business and financial results. Depending on where investor resides, the Company may not be able to ship beer to the investor. But theres more. The Shares of Class C Common Stock being offered in this Offering Circular are subject to drag-along rights. He also travels the country attending craft beer festivals, according to theArmed Forces Brewing Companywebsite. An Armed Forces Brewing Company Challenge Coin, Your name on our online wall of investors (and later in our physical locations) at the $200+ level, One invitation to our annual shareholder event*, Access to the investors-only section of our website, Four stickers one each from Armed Forces Brewing Company, the Seawolf brand, the Airman brand and the Soldier brand, Your name on our online wall of investors (and later in our physical locations) at the $500+ level, Two invitations to our annual shareholder event*, Access for one to VIP tent/section at one event we sponsor*, Eight stickers two each from Armed Forces Brewing Company, the Seawolf brand, the Airman brand and the Soldier brand, Your name on our online wall of investors (and later in our physical locations) at the $1,000+ level, Two Armed Forces Brewing Company beer glasses, Access for two to the VIP tent/section at one event we sponsor, Membership in our tasting club where you have the opportunity to taste certain new beers before they go to market**, Twelve stickers three each from Armed Forces Brewing Company, the Seawolf brand, the Airman brand and the Soldier brand. The industry in which the Company participates is highly speculative and extremely risky. 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. For further explanation and details, see the Table of Beneficial Ownership herein. The Company has budgeted for the fulfillment of all shareholder benefits/perks from its ongoing operating revenues. If paying by check, instructions shall be given by the Company as to how and where to deliver the payment by check and to whom the check should be made payable. 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