Armed Forces Brewing Company also offers a variety of other beers, including an IPA, a stout, and a wheat beer. Effective January 1, 2019, the Company adopted Accounting Standards Codification 606, Revenue from Contracts with Customers ("ASC 606"). 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. 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. $0. Integral Transfer Agency USA Inc. will serve as transfer agent to maintain shareholder information. This offering consists of Shares of Class C Common Stock (the Shares or individually, each a Share) that are being offered on a best efforts basis, which means that there is no guarantee that any minimum amount will be sold. The Shares in this Offering have no protective provisions. The Revolutionary Armed Forces of Colombia - People's Army (Spanish: Fuerzas Armadas Revolucionarias de Colombia - Ejrcito del Pueblo, FARC-EP or FARC) is a Marxist-Leni Contact the author here. 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. 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. James Clark This Offering will commence after qualification by the Commission and is expected to expire on the first of: (i) all of the Shares offered are sold; or (ii) the close of business 365 days from the date of qualification by the Commission, unless sooner terminated or extended by the Companys CEO for up to another 365 days, or (iii) the date upon which a determination is made by the Company to terminate the Offering in the Companys sole and absolute discretion. 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. Net Loss. If packaging costs continue to increase, there is no guarantee that such costs can be fully passed along through increased prices without affecting the Companys operations. 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. You should be aware that there is uncertainty as to whether a court would enforce this provision of the Bylaws and/or these drag along rights and take that into account before making a decision to invest in the Company. 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. Before investing in our offering, please review our offering circular 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. Litigation may be necessary in the future to enforce the Company's intellectual property rights, to protect the Company's trade secrets or to determine the validity and scope of the proprietary rights of others. If all of the Shares in this Offering are fully subscribed and sold, the Shares offered herein will constitute approximately 16.19% of the total outstanding shares of the Company. Limitations on the transfer of the Shares may also adversely affect the price that you might be able to obtain for the Shares in a private sale. | 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. An investment in the Companys Shares is speculative and there is no assurance that investors will obtain any return on their investment. Changes in the general economic climate, both in the United States and internationally, could have a detrimental impact on consumer expenditure and therefore on the Companys revenue. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. . . There is no income tax provision for the Company for the period from January 1, 2018 through December 31, 2019 as the Company had no taxable income. 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. 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. Investment Securities. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to managers, 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. 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 minimum subscription that will be accepted from an investor is Two Hundred Dollars ($200.00) (the "Minimum Subscription"), however, the Company reserves the right to accept a lower amount in the Companys absolute discretion. The Shares are being offered and sold by Armed Forces Brewing Company, Inc., a Delaware Corporation (Armed Forces Brewing, we, our or the Company). Should you choose to invest in this offering using a credit card, you should be aware of several risks. The revenue is realized with the critical event (see planned sources of revenue below) and the amount of revenue is measurable. You can read a more detailed breakdown of the perks, here. 3881250. Different rules apply to accredited investors. 2. This offering statement has been signed by the following persons in the capacities and on the dates indicated. Were excited that more and more shelf-ready products at strong price points are being produced in theU.S., like those atArmed Forces Brewing Co., saidFelicia McCranie, Walmarts director of corporate affairs. The Company had net cash of $18,962 on December 31, 2020. 3 Unstoppable Growth Stocks to Buy and Hold Forever. The Company established an Equity Incentive Plan, effective as of September 10, 2020, for the benefit of certain individuals. The estimated Offering Expenses in this chart 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 fees paid to Dalmore or any type of commissions to be paid to any broker-dealer. Shares of stock or notes which the Company sells could be sold into any market that develops, which could adversely affect the market price. Media Contact: MARCH MarketingBeth.dillon@marchcorp.com773-294-5356. The photographs, drawings and graphics on the website and in any marketing materials are for illustrative purposes only. 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. 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 has won several awards, including a gold medal at the Great American Beer Festival and a silver medal at the World Beer Cup.The companys founders have stated that their mission is to brew quality craft beer for everyone to enjoy. Amit advocates for and assists other entrepreneurs in the deaf community with their start-up businesses. In addition, if interruptions were to occur, the Company might not be able to maintain its current economics and could face significant delays in starting replacement brewing locations. 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. Bailey is a network systems engineer who works for theDepartment of Defense. Armed Forces Brewing Company's Seawolf division today released a video divulging the origin of the secret recipe for their popular beer - Special Hops IPA. This beer is for everybody to drink, its not some pretentious asshole beer for some slackster or coffee-house misanthrope, ONeill says in the clip as he pulls a Spock and knocks out a guy wearing flannel because he likes hoppy beers. If such an extension of the Offering is to occur, an appropriate filing will be made with the SEC to provide notification of the extension. If the Approved Sale is structured as a sale of shares, each shareholder will receive the consideration for its shares that is set forth in the acquisition agreement for the Approved Sale. These laws and regulations are subject to frequent reevaluation, varying interpretations and political debate, and inquiries from governmental regulators charged with their enforcement. Because The Company Does Not Have An Audit Or Compensation Committee, Shareholders Will Have To Rely On Management To Perform These Functions. Armed Forces Brewing Company manufactures beers that tribute the service of our brave warriors in the US Military. The Company recognizes revenue when it has been realized and earned. Kirin also has a health science group, leveraging its expertise in beverage production to build a healthy food and drink business. 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. The Company's acceptance of your subscription will be effective when an authorized representative of the Company signs the Subscription Agreement. Armed Forces Brewing Company plans for its beers to also be available for online ordering and shipping to beer lovers in 46 states by the end of the summer. In February 2019, FASB issued ASU No. In addition, if our assets are classified as plan assets, certain transactions that we might enter into in the ordinary course of our business might constitute prohibited transactions under ERISA and the Code. This litigation could result in substantial costs and diversion of resources and could materially adversely affect the Company's future operating results. Charge to Retained Earnings for pre-inception costs: $42,675. Armed Forces Brewing Company is located in Poway, California, a suburb of San Diego. 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. Net loss for the period from January 1, 2019 to December 31, 2019 was $(12,132). 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. The Companys website and marketing materials are not incorporated into this Offering Circular. 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. They also aim to give back to the military community through their charitable foundation, which supports veterans and their families.So far, Armed Forces Brewing Company seems to be doing well on its mission. Dalmore will not under any circumstance solicit any investment in the Company in this Regulation A Offering, provide investment advice to any prospective investor in this Regulation A Offering, or make any securities recommendations to investors in this Regulation A Offering. The alcohol industry and the restaurant and bar industry as a whole, and the U.S. and global economies, have been substantially affected by the coronavirus pandemic. Armed Forces Brewing Company is a privately owned microbrewery that was founded in San Diego, California in 2014. The Company does not expect to declare dividends for holders of Shares in the foreseeable future. The Company believes that it has strong economic prospects by virtue of the following dynamics of the industry, the success of its founders in their related business endeavors, and other reasons: 1.Management believes that after the coronavirus pandemic subsides, trends for growth in the alcohol, restaurant and bar industries in the United States will be favorable. Income taxes are provided for the tax effects of transactions reporting in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the basis of receivables, inventory, property and equipment, intangible assets, and accrued expenses for financial and income tax reporting. AB InBev is by far the world's largest beer company. The Companys products also compete generally with other alcoholic beverages. 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. As of December 31, 2019, the Company had recorded a balance of deferred offering costs of $0. have a material adverse effect on its business. The Company believes that maintaining and enhancing awareness of the Company's brand and its products is critical to achieving widespread acceptance and success of the Company's business. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected, expressed or implied, in the forward-looking statements as a result of various factors. 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. 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. NO OFFERING LITERATURE OR ADVERTISING IN ANY FORM SHOULD BE RELIED ON IN CONNECTION WITH THE OFFERING EXCEPT FOR THIS OFFERING CIRCULAR, ANY EXHIBITS ATTACHED AND THE STATEMENTS CONTAINED IN BOTH. These important risk factors include, but are not limited to: The Company is a relatively new entity with limited tangible assets and its continued operation may require substantial additional funding. If the Company is sued in connection with any data security breach, the Company could be involved in protracted and costly litigation. Funds will be promptly refunded without interest, for sales that are not consummated. In addition, the laws of some foreign countries do not protect the Company's rights to the same extent as do the laws of the United States. If Dwolla is used, the service allows a user who has been properly verified by Dwolla to hold a balance of funds in an account held by Dwollas financial institution partner, Veridian Credit Union (VCU), for benefit of Dwollas customers. Should such additional broker-dealers be engaged, an amendment to this Offering Circular will be filed disclosing the additional fees. PLEASE REVIEW ALL RISK FACTORS ON PAGE 15 THROUGH PAGE 41 BEFORE MAKING AN INVESTMENT IN THIS COMPANY. 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. The Companys Insurance Strategy May Not Be Adequate To Protect Us From All Business Risks. The officers and directors of the Company may be paid salaries and receive benefits that are commensurate with similar companies, and a portion of the proceeds may be used to pay these ongoing business expenses. The delivery of this Form 1-A and Offering Circular at any time does not imply that the information contained herein is correct as of any time subsequent to the date of this Form 1-A and Offering Circular. There are no restrictions on alienability of the Shares in the corporate documents other than those disclosed in this Offering Circular. Any additional financing could have a negative effect on Shareholders. 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. For a more detailed discussion of these and other significant risks, see RISK FACTORS in the main body of the Offering Circular. Armed Forces Brewing Company is selling off 750,000 shares, which is 16.19 percent of the business. The information on this website was created by Armed Forces Brewing Company, Inc. to assist with marketing our Regulation A stock offering. The Company Has Not Paid Dividends In The Past And Is Uncertain If It Will Be Able To Pay Dividends In The Foreseeable Future, So Any Return On Investment May Be Limited To The Value Of The Shares. The company currently distributes Seawolf Brewery beers in more than 130 stores in Maryland, Virginia, and Rhode Island and is expanding distribution into Florida in August with other states to follow. Since April 24, 2002, all United States brokerage firms have been required to have comprehensive anti-money laundering programs in effect. Investor suitability standards in certain states may be higher than those described in this Offering Circular. 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. A portion of all proceeds from sales goes towards helping veterans and active duty service members through organizations like The Mission Continues and Team Rubicon. 21 See more Follow us on social media: Instagram: armedforcesbrewingcompany Twitter: @ArmedForcesBC Parler: @ArmedForcesBrewingCompany 78,244 people like this 80,203 people follow this Additionally, early-stage companies inherently involve greater risk than more developed companies. Hes an expert in all aspects of brewery operations, from recipe development to purchasing, to production and packaging. 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. The Shares being offered are held in book-entry form. According to the Brewers Association, in 2019, beer sales overall were down 1.9% in 2019 from the prior year, and growth of U.S. beer and craft beer sales had slowed compared to prior years. 4 A close associate of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close relationship with such senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of such senior foreign political figure. 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. In addition, the Company has issued one convertible note to an investor in the amount of $100,000 which may be converted to stock at some point in the future. The Company was initially formed as a Delaware Limited Liability Company named Seawolf Brewing Company LLC on January 11, 2019 and converted into a Delaware corporation, Seawolf Brewing Company Inc. on September 8, 2020. 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. In selecting third party breweries for brewing services arrangements, the Company intends to carefully weigh abrewerys capability of utilizing traditional brewing, fermenting and finishing methods, its quality control capabilities throughout the production process and automated packaging capability. When you review our offering circular, please review all of the risk factors before making an investment in our company. Armed Forces Brewing has successfully completed a test market run and is ready to expand to national and global distribution. 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. *Travel and accommodations not included on any perk** Restrictions apply. These include, but are not limited to, enhancing our operating infrastructure and otherwise respond to competitive pressures. AFBC. Material changes from the earlier reported period are primarily due to the Company receiving additional private funding in 2020, as set out below. Moreover, the Company's competitors may independently develop equivalent knowledge, methods and know-how. 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. In addition, courts outside the United States are sometimes less willing to protect trade secrets. 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. The Companys Chief Executive Officer may be reached at 410-999-4117 or via e-mail to alan@armedforcesbrewingco.com. With respect to an Approved Sale that is structured as a sale of all or substantially all the assets of the Company, each shareholder of the Company shall receive its share of the sale proceeds in accordance with the provisions of the Companys Certificate of Incorporation, Bylaws, and applicable law. Stock Advisor list price is $199 per year. 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. The Company Will Depend On Third-Party Providers For A Reliable Internet Infrastructure As Well As Other Aspects Of The Companys Technology and Applications And The Failure Of These Third Parties, Or The Internet In General, For Any Reason Would Significantly Impair The Company's Ability To Conduct Its Business. numerous flags under the Marriott, Hilton, Starwood, and IHG brands. The Company will brew and package a small batch of the beer, give the investor two cases, and the Company will sell the beer in some stores and online***, A personalized, autographed copy of Robert ONeills book The Operator. Interest on debt securities could increase costs and negatively impact operating results. 2 A senior foreign political figure is defined as a senior official in the executive, legislative, administrative, military or judicial branch of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. They currently have two brewery locations, but theyre looking to add more. 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. INVESTMENT OPPORTUNITY. It controls hundreds of beer brands such as Budweiser, Stella Artois, Beck's, Leffe, and an assortment of acquired craft brewers in the U.S. Those disclosed in this Offering Circular will be filed disclosing the additional fees Offering. Advisor list price is $ 199 per year critical event ( see planned of... Have to Rely on Management to Perform these Functions located in Poway, California, suburb... Risk FACTORS on PAGE 15 THROUGH PAGE 41 BEFORE MAKING an investment this! Out below interest on debt securities could increase costs and negatively impact operating results privately owned that! @ armedforcesbrewingco.com restrictions APPLY in our Company as of September 10,,... Companys Shares is speculative and there is no assurance that investors will obtain any return their! And other significant risks, see RISK FACTORS on PAGE 15 THROUGH PAGE 41 BEFORE MAKING investment... An investment in our Company primarily due to the Company is a network systems engineer works... 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