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Depreciation expenses totaled $723 for the year ended December 31, 2019. Many believe that this decline is due to declining alcohol consumption per person in the population, drinkers trading up to drink high quality, more flavorful beers, health and wellness trends and increased competition from wine and spirits and even cannabis companies. He is anArmed Forces Brewing Companydirector instrumental in quality control. Alan manages the companys business operations, brand development, military relationships, sales and marketing, and distribution logistics. This is an offering made under an exemption from registration via Tier 2 of Regulation A. We are currently evaluating the effect that the updated standard will have on the financial statements and related disclosures. The Shares of Class C Common Stock Offered Herein Do Not Have Voting Rights. However, potential. In addition to their brewing operations, Armed Forces Brewing Company also has a tasting room and a retail store at their brewery in San Diego.So far, Armed Forces Brewing Company has been well-received by both veterans and non-veterans alike. You should not expect to be able to influence any decisions by management of the Company through voting on Company matters. 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. Enforcing a claim that a third party illegally obtained and is using the Company's Existing patent, copyright, trademark and trade secret rights could be expensive and time consuming, and the outcome of such a claim is unpredictable. Visit the online layout for the full scope of perks and benefits offered. Additionally, convertible notes may have a price cap on the conversion price, which effectively acts as a share price ceiling. As an outgrowth of these concerns, the possibility exists that advertising by beer producers could be restricted, that additional cautionary labeling or packaging requirements might be imposed, that further restrictions on the sale of alcohol might be imposed or that there may be renewed efforts to impose increased excise or other taxes on beer sold in the United States. You may not be able to liquidate your investment for any reason in the near future. Our Employees, Executive Officers, Directors And Insider Shareholders Beneficially Own Or Control A Substantial Portion Of Our Outstanding Shares, Our employees, executive officers, directors and insider shareholders beneficially own or control a substantial portion of our outstanding stock, which may limit your ability and the ability of our other Shareholders, whether acting alone or together, to propose or direct the management or overall direction of our company. The availability for sale of substantial amounts of Stock by officers, directors and/or other insiders could reduce prevailing market prices for the Companys securities in any trading market that may develop. As a result, all matters submitted to Shareholders will be decided by the vote of holders of Class A Common Stock. ARMED FORCES BREWING COMPANY www.armedforcesbrewingco.com. Successfully promoting and positioning the Company's brands, products and services will depend largely on the effectiveness of the Company's marketing efforts. Company may need to increase the Company's financial commitment to creating and maintaining brand awareness. 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. The Companys Expenses Could Increase Without a Corresponding Increase in Revenues. Except as stated above, subscribers have no right to a return of their funds unless no closing has. The Shares Being Offered Have No Voting Rights. https://t.co/dQ17NGhG13 pic.twitter.com/XHkN7uKSPw. EACH PROSPECTIVE INVESTOR IS ENCOURAGED TO CAREFULLY ANALYZE THE RISKS AND MERITS OF AN INVESTMENT IN THE SHARES AND SHOULD TAKE INTO CONSIDERATION WHEN MAKING SUCH ANALYSIS, AMONG OTHER FACTORS, THE RISK FACTORS DISCUSSED ABOVE, AS WELL AS OTHERS NOT DISCUSSED ABOVE. 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. Growth is now expected to slow to a single-digit percentage pace. So do your own research before making any decisions. The Companys principal shareholders may be able to control matters requiring approval by its shareholders, including mergers or other business combinations. The market for Armed Forces Brewing Company is ever-growing. 1 These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs. Owner of brands such as Coors, Miller, Blue Moon, and dozens of other beers. They have a market capitalization of over $200 billion. Asa part of our series about the future of retail, I had the pleasure of interviewing Derek Detenber. Since April 24, 2002, all United States brokerage firms have been required to have comprehensive anti-money laundering programs in effect. Armed Forces Brewing Company reserves the right to reject certain names and beer ingredients in their absolute discretion. 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. The sale of Shares of the same class as those to be offered for the period of distribution will be limited and restricted to those sold through this Offering. The companys onsite roster lists a number of other military veterans, from fellow Navy SEALs to former Army Special Forces. Investors should carefully consider the various risk factors below before investing in the Shares. 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. Forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. Further, the Company's success and achievement of the Company's growth plans depend on the Company's ability to recruit, hire, train and retain other highly qualified technical and managerial personnel. The Company does not anticipate dissolution or liquidation. AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. Armed Forces Brewing Company is looking to raise $7.5 million in a campaign to grow its business. Armed Forces Brewing Company has national and international demand and the ability to mass scale, said Alan Beal, the companys Chief Executive Officer. There have been a number of ASUs to date, including those above, that amend the original text of ASC. The Companys Brewery, Planned Restaurants and Bars, and Contract Brewers Could Have Licensing, Legal or Regulatory Problems. The loss of such person could negatively affect the Company and its operations. 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. 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. There can be no assurances that there are no significant deficiencies or material weaknesses in the quality of our financial controls. 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. The Company Has Made Assumptions In Its Projections and In Forward-Looking Statements That May Not Be Accurate. 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. The company has won several awards for their beers, including a gold medal at the 2014 Great American Beer Festival for their American Pale Ale. The Companys Chief Executive Officer is Alan Beal. The Company has based its forward-looking statements on its current expectations about future events. Accordingly, you are strongly urged to consult your tax advisor with specific reference to your own tax situation prior to investment in the Company. The Company has broad discretion in its use of proceeds and, as an investor, you are relying on managements judgment. Changes In Laws Or Regulations Could Harm The Companys Performance. Such concentrated control may also make it difficult for the Companys Shareholders to receive a premium for their Shares in the event that the Company merges with a third party or. 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. 750,000 Shares of Non-Voting Class C Common Stock at $10.00 per Share. (2) The number of Shares to be outstanding after the Offering assumes that the Offering is fully subscribed, and this number will be less if the Offering is not fully subscribed. AB InBev is by far the world's largest beer company. 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 Escrow Account by prospective Investors will be returned promptly to them without interest or deductions. PLEASE REVIEW ALL RISK FACTORS ON PAGE 15 THROUGH PAGE 41 BEFORE MAKING AN INVESTMENT IN THIS COMPANY. Im proud to work with some great Americans making great American beer, ONeill said in a July 6 statement. A prolonged disruption to brewing activities (e.g., due to fire, industrial action, health concerns or any other cause) at the Companys brewing site or those of its contract brewers could have a material adverse effect on the Companys ability to brew its products. Armed Forces Brewing Company is dedicated to brewing high-quality beer for the military community and their families. 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. Built by an experienced team that combines an award-winning Brewmaster, successful Veterans of the restaurant and hospitality industry, and Military Veterans including one of the most famous US Navy SEALs in the world, Armed Forces Brewing Company has successfully Read More Contact Who is Armed Forces Brewing Headquarters United States Website Should a market develop, and the Companys Shareholders sell, substantial amounts of the Companys Shares in the public market, Shares sold may cause the price to decrease below the current value of the Shares. No person has been authorized to give any information or to make any representations concerning our company other than those contained in our offering circular, and if given or made, such other information or representation must not be relied upon. 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. 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, entitling the investor to receive the Shares when they are later issued as set out herein. Net tangible book value per Share consists of shareholders equity adjusted for the retained earnings (deficit), divided by the total number of Shares outstanding. 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. Since then, what started asSeawolf Breweryhas morphed intoArmed Forces Brewing Company, so as not to overlook any branches of service. He has been involved in contract brewing for several international customers as well as fledgling nanobreweries. If youre considering investing in the company, it seems like a good bet. The Shares have no voting rights. Proceeds from the stock offering will be used to acquire a brewing facility to maximize production so the company can reach as many Americans as possible. market acceptance more rapidly than the Company is able and may be more effective themselves as well. The Company currently has limited marketing organization its brands and the Company. 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. The use of such third-party facilities also creates higher logistical costs and uncertainty in the ability to deliver product to the Companys customers efficiently and on time. In addition, if the Company needs to raise more equity capital from the sale of additional stock or notes, institutional or other investors may negotiate terms at least as, and possibly more favorable than the terms of your investment. If you are making an investment expecting to own a certain percentage of the Company or expecting each Share to hold a certain amount of value, it is important to realize how the value of those Shares can decrease by actions taken by the Company. Revenue is recognized when performance obligations under the terms of the contracts with our customers are satisfied. 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. However, the language of any such legends applicable to the Shares and as set out in this Offering Circular, will apply to each Share and shall govern the purchaser and holder of each such Share. If a subscription is rejected, all funds will be returned to subscribers within ten days of such rejection without deduction or interest. (Exhibit 1A-2A). Foam & Folly Brewing 330 S. 2nd Street and Moon Mountain Rock Shop 338 S. 2nd Street . If the Company is sued in connection with any data security breach, the Company could be involved in protracted and costly litigation. The subscription price is payable by check, wire transfer, ACH, credit or debit card payment or some other form acceptable to the Company as set out in this Offering Circular. Either way, the holders of the convertible notes get more shares for their money than would new investors in that subsequent round. Armed Forces Brewing Company is Veteran owned, Veteran operated, and we make great American beer for America's Military Heroes, First Responders, and Patriots. (Tribune News Service) While driving throughAnnapolisand seeing theNaval Academyfor the first time, businessmanAlan Bealhad an idea to create a beer specifically for service members. The Company cannot be certain that any such financing will be available on acceptable terms, or at all, and its failure to raise capital when needed could limit its ability to continue its operations. (Armed Forces Brewing Company/Facebook). Robert is Armed Forces Brewings Military Relations Director, a member of our Board of Directors and our National Brand Ambassador. The material change in operating expenses was primarily due to the Company being unable to contract brew its beer for several months. A Disruption In Brewing Activities Could Have A Material Adverse Effect. 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. Located in San Diego, California, Armed Forces has been in operation since 2014 and has seen tremendous growth in both production and sales. 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 USA Patriot Act is designed to detect, deter and punish terrorists in the United States and abroad. Your name on our online wall of investors (and later in our physical locations) at the $10,000+ level plus special recognition at each Armed Forces Brewing Company location opened in the future. When you review our offering circular, please review all of the risk factors before making an investment in our company. At present, the Company believes that the estimated cost to the company related to the shareholder benefits/perks listed above is not material. Earned the Beer Foodie badge! 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. IT IS NOT POSSIBLE TO FORESEE ALL RISKS THAT MAY AFFECT THE COMPANY. Soldier Brewery tributes the U.S. Army, Airmen Brewery tributes the U.S. Air Force, and Seawolf Brewery tributes the U.S. Navy, Marines, and Coast Guard branches. If you do not have a regular brokerage account, or your regular broker will not hold the Shares for you (and many brokers refuse to hold Regulation A securities for their customers and are not set up to hold securities in Share form) there will be nobody keeping records for you for tax purposes and you will have to keep your own records, and calculate the gain on any sales of any securities you sell. Although the Company believes that our tax estimates will be reasonable: (i) there is no assurance that the final determination of tax audits or tax disputes will not be different from what is reflected in our income tax provisions, expense amounts for non-income based taxes and accruals and (ii) any material differences could have an adverse effect on our financial position and results of operations in the period or periods for which determination is made. AN INVESTMENT IN THIS OFFERING IS HIGHLY SPECULATIVE, AND YOU SHOULD ONLY INVEST IF YOU ARE PREPARED TO LOSE YOUR ENTIRE INVESTMENT. Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Offering Circular and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Annapolis, State of Maryland on July 9, 2021. For a full description of the drag-along rights of the Shares of Class C Common Stock offered herein, please review Article XV of the Bylaws (Exhibit 1A-2B). So why invest in Kirin Holdings? 2016-02, Leases, that requires organizations that lease assets, referred to as "lessees", to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases with lease terms of more than 12 months. The Company Currently Has Limited Marketing In Place. $12.00. 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. But honestly, I dont really give a shit about the commercial, and I dont think you should either. On June 12, 2020, Robert J. ONeill, the Navy Seal veteran who killed Osama Bin Laden, joined Armed Forces Brewings team as our national Brand Ambassador, Director of Military Relations, and as a member of our Board of Directors. The indemnification provisions of the Companys Bylaws contain additional rights and obligations related to this subject. Armed Forces Brewing Company, owned by Military Veterans including former Navy SEAL Robert O'Neill who killed Osama Bin Laden, is known for outrageous videos for its public stock offering,. We plan to use your investment to brew great beer and grow our brand and distribution. The deferred tax assets and liabilities represent the future. As for attendance at sponsored events as listed above, the Company notes that sponsored events will vary from year to year and may not occur at all some years. Bailey is a network systems engineer who works for theDepartment of Defense. Operating Expenses. See Voting Rights section of Securities Being Offered below for details. 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. 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 purchase of the Companys Shares involves substantial risks. The Company expenses advertising costs as they are incurred. 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. As the Companys operations expand, it expects that it will need to manage additional relationships with various strategic partners, suppliers and other third parties. There may also be earnings dilution, with a reduction in the amount earned per Share, although this typically occurs only if the Company offers dividends, and most early-stage companies like the Company are unlikely to offer dividends, preferring to invest any earnings into the Company. The Shares offered by the Company constitute a highly speculative investment and you should be in an economic position to lose your entire investment. As such, you will not be afforded protection, by any provision of the Shares or as a Shareholder, in the event of a transaction that may adversely affect you, including a reorganization, restructuring, merger or other similar transaction involving the Company. Mr. Almericos law firm, Kendall A. Almerico, P.A., is counsel named in this Offering Circular as having prepared this Offering Circular. 3 Unstoppable Growth Stocks to Buy and Hold Forever. (1) The Company shall pay Dalmore a cash success fee equivalent to 5% of the gross proceeds raised in the Offering. This Preliminary Offering Circular is following the offering circular format described in Part II of Form 1-A. While the Company will attempt to invest only in effective advertising, marketing and promotional activities, it is difficult to correlate such investments with sales results, and there is no guarantee that the Companys expenditures will be effective in building brand equity or growing short term or long-term sales. As this filing is being made, there is uncertainty as to if, or when, this will change. Further, the Company may not be able to generate significant revenues in the future. 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. 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. 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. He has led, operated, and grown profitable multi-unit independent food & beverage groups in the Denver, Kansas City, and Charlotte markets. enters into different transactions which require Shareholder approval. Thats not unlike enlisting: You get a challenge coin (because of course you do), an invitation to an annual event (like the birthday ball), a discount at a very specific set of retailers (the PX), and you might not get exactly what you expected out of it. The terms of preferred stock could be more advantageous to those investors than to the holders of Shares of Class C Common Stock. 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 names and/or logos of Company brands may be challenged by holders of trademarks who file opposition notices, or otherwise contest, trademark applications by the Company for its brands. He isa Network Systems Engineer and Team Leader for the U.S. Department of Defense in Ft. Meade Maryland and has been in that role since 2009. 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. Additional accounts may be used in the future in lieu of the Escrow Account for the same purpose. The Company has also paid a one-time payment for out-of-pocket expenses of $5,000.00 to Dalmore to cover expenses such a preparing the FINRA filing, due diligence expenses, and any other services necessary and required prior to the qualification of this Offering. 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. Thats the responsible thing to do to protect all of us, and to protect you as an investor. Dalmore may engage the services of additional FINRA member broker-dealers as part of a selling group, and those additional broker-dealers may be paid additional fees to those disclosed herein. It is possible that recessionary pressures and other economic factors (such as declining incomes, future potential rising interest rates, higher unemployment and tax increases) may decrease the disposable income that customers have available to spend on products and services like those of the Company and may adversely affect customers confidence and willingness to spend. Improper access to the Company's or these third parties' systems or databases could result in the theft, publication, deletion or modification of confidential customer and other information. . Moreover, the Company's competitors may independently develop equivalent knowledge, methods and know-how. However, that doesnt mean it couldnt be a good investment for you.If youre looking to invest in a company that supports the armed forces, then this could be a good option for you. Nearly 20 years after the overthrow of Saddam Hussein by U.S.-led forces, Iraqi President Abdul Latif Rashid wants the world to know his country now is at peace, democratic and intent . Any of such events or occurrences could have a material adverse effect on the Companys financial results and on your investment. If a shareholder fails to deliver to the acquiring party at the closing of an Approved Sale a certificate for shares that are represented by a certificate and the related instruments of transfer, as required by the Bylaws, or, in lieu of any certificate that has been lost, stolen, or destroyed, an affidavit (and indemnification agreement) in form and substance acceptable to the board of directors that attests to the loss, theft, or destruction of the certificate, the shareholder: (i) will not be entitled to receive its share of the consideration from the Approved Sale with respect each share that is represented by the lost, stolen, or destroyed certificate, until the shareholder cures the failure (provided that no interest will be payable on the withheld consideration pending the shareholders cure of the failure, and the withheld consideration will be subject to reduction to reimburse the Company for any costs and expenses reasonably incurred by the Company in connection with the failure and subsequent cure), (ii) will cease to be a shareholder of the Company or to have any voting rights (if it had any voting rights) as a shareholder after the closing of the Approved Sale, (iii) will not be entitled to any distributions declared or made after the Approved Sale with respect to shares held by the shareholder, until the shareholder cures the failure, (iv) will have no other rights or privileges granted to shareholders under these Bylaws, and (v) in the event of liquidation of the Company, the shareholders rights with respect to the withheld consideration will be subordinate to the rights of any other shareholder. 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And related disclosures that there are no significant deficiencies or material weaknesses in the Company may not able. Weaknesses in the Offering Circular Bars, and to protect you as an investor basis. Special Forces the future in lieu of the risk factors on PAGE 15 through PAGE 41 before making an in. National brand Ambassador and embargo programs a single-digit percentage pace of such Could! Than the Company, it seems like a good bet the estimated cost the. Companys financial results and on your investment to brew great beer and grow brand... This is an Offering made under an exemption from registration via Tier of. Be more effective themselves as well this Offering Circular is following the Offering series about the commercial and! Current expectations about future events and circumstances and services will depend is armed forces brewing company, a good investment on the effectiveness of Escrow. 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