The beer industry is dominated by massive conglomerates such as Budweiser parent Anheuser-Busch InBev (NYSE:BUD) and Heineken (OTC:HEINY). These companies are its leaders. The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. Armed Forces Brewing Company is dedicated to brewing high-quality beer for the military community and their families. Such problems, even when unsubstantiated, could be harmful to the Companys image and the reputation of the Company and its products. Our revenue may fluctuate from period-to-period in the future due to a variety of factors, many of which are beyond our control. Each investor must represent in writing that he/she meets the applicable requirements set forth above and in the Subscription Agreement, including, among other things, that (i) he/she is purchasing the Shares for his/her own account and (ii) he/she has such knowledge and experience in financial and business matters that he/she is capable of evaluating without outside assistance the merits and risks of investing in the Shares, or he/she and his/her purchaser representative together have such knowledge and experience that they are capable of evaluating the merits and risks of investing in the Shares. 137 following. No Class A Common Stock is being sold in this Offering. In addition, such unrelated business taxable income may result in a tax preference, which may be subject to the alternative minimum tax. Jason is a co-founder of Armed Forces Brewing. The brewery plans to expand distribution to other states in the future. The Companys team that is present will hand sign the investors target after the shooting event. An investment in our company should only be made if you are capable of evaluating the risks and merits of this investment and if you have sufficient resources to bear the entire loss of your investment, should that occur. 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. Information on the investment opportunity is available at: www.OwnArmedForcesBrewingCo.com. For purposes of such requirements, current. Rupani is an administrator of acquisitions and grants at theUnited States Geological Surveyand company director. The Company, by policy, routinely assesses the financial strength of its customer. Also, existing breweries are building more capacity, adding additional local tap rooms, expanding geographically and adding more SKUs and styles. You Should Be Aware Of The Long-Term Nature Of This Investment. the updated standard will have on the financial statements and related disclosures. 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. The Shares, when issued, will be fully paid and non-assessable. I've already enlisted. Unfavorable changes in any of these or other factors, most of which are beyond the Companys control, could materially and adversely affect its business, results of operations and financial condition. 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. These growth and business strategies include but are not limited to enhancing the Companys operating infrastructure and otherwise responding to competitive pressures. A product thousands of years in the making, modern beer is now a basic staple of the global economy. At each closing, funds for subscriptions accepted from investors who have been issued will be immediately available for the Company's use during the term of the Offering. Our Chief Executive Officer Alan Beal is a 35-year veteran of the food and beverage industry who has led, operated, and grown profitable multi-unit independent food and beverage groups in the Denver, Kansas City, and Charlotte markets. 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. 21 & up. *Travel and accommodations not included on any perk. Overall, though, Armed Forces Brewing Company seems like a solid investment for those looking to support a good cause and enjoy some delicious beer. No warranty can be made that circumstances have not changed since the date of this Form 1-A and Offering Circular. Statewide, winter wheat condition declined, with 29 percent of the crop rated good to excellent, compared with 38 percent good to excellent from the previous report, and 21 percent good to excellent last year. Any costs and expenses associated with a terminated offering will be borne by 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. 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. (2)You represent and warrant that none of: (a) you; (b) any person controlling or controlled by you; (c) if you are a privately-held entity, any person having a beneficial interest in you; or (d) any person for whom you are acting as agent or nominee in connection with this investment is a country, territory, entity or individual named on an OFAC list, or a person or entity prohibited under the OFAC Programs. You should check the Office of Foreign Assets Control (the OFAC) website at http://www.treas.gov/ofac before making the following representations: (1) You represent that the amounts invested by you in this Offering were not and are not directly or indirectly derived from any activities that contravene federal, state or international laws and regulations, including anti-money laundering laws and regulations. The Company will not initially sell the Shares of Class C Common Stock through commissioned broker-dealers other than Dalmore but may do so after the commencement of the offering. Senators Michael Bennet and John Hickenlooper invited U.S. Robert is employed by Robert J. ONeill, LLC based in Wilmington, Delaware and has been employed as such from 2013 to the present. document.getElementById( "ak_js_1" ).setAttribute( "value", ( new Date() ).getTime() ); We are Veteran owned, Veteran operated, and we make great American beer for Americas Military Heroes, First Responders, and Patriots. The Equity Incentive Plan is attached as a Material Contract in Exhibit 1A-6 to this Offering Circular. Lack of additional funding could force us to curtail substantially our growth plans. The Company has identified the policies outlined below as critical to its business operations and an understanding of its results of operations. "Use of the Armed Forces Brewing Company name does not constitute DOD endorsement" . Payments of trade receivables are allocated to the specific invoices identified on the customers remittance advice or, if unspecified, are applied to the earliest unpaid invoice. Operating expenses for the period were comprised of paying for additional test market contract brewed beer in late 2020 when contract brewing resumed following several months of inactivity due to the pandemic. The Shares Are Offered on A Best Efforts Basis and The Company May Not Raise the Maximum Amount Being Offered. The Shares Of Class C Common Stock Being Offered Are Subject To Drag-Along Rights. The operation of a brewery, wholesale and retail distribution of beer, and operation of restaurants and bars will each be subject to obtaining a liquor license or other licensure in the states in which such operations take place. Russian investment has been comparably lower and primarily related to military financing, although the oil company Rosneft has spent over $1 billion on oil-field development in Venezuela as well. Amounts held in such balances do not indicate a purchase of any security or otherwise commit the funds to be used to purchase securities. See Voting Rights section of Securities Being Offered below for details. There is no assurance that the maximum number of Shares in this offering will be sold. The Company had insignificant product returns from January 1, 2018 to December 31, 2019. All of the securities were authorized as of September 8, 2020. An unanticipated delay or unexpected costs in obtaining or renewing such licenses, or unanticipated hurdles which have to be overcome or expenses which have to be paid, could result in a material adverse effect on the Companys business plan and financial results and on your investment. 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. Every potential investor is advised to seek the advice of his, her or its own tax professionals before making this investment. 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. Regardless of which company the Holding Account is created through should they be created in lieu of the Escrow Account, the subscription funds advanced by prospective Investors as part of the subscription process would be held in said Holding Account and would not be commingled with the Company's operating account, until there is a Closing with respect to that Investor and. The companys beers are widely available and well-regarded, and its charitable foundation is making a difference for veterans and their families. 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. The Company has not filed for bankruptcy protection nor has it ever been involved in receivership or similar proceedings. 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. 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. Robert ONeill is one of the most highly-decorated combat Veterans of our time. We plan to use your investment to brew great beer and grow our brand and distribution. The world's largest beer producer and owner of dozens of labels, including Budweiser. Some of them may have concurrent responsibilities at other entities. 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 Shares will be sold only to a person who is not an accredited investor if the aggregate purchase price paid by such person is no more than 10% of the greater of such persons annual income or net worth, not including the value of his primary residence, as calculated under Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended. Contact us to find out more information. 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 financial institutions. If any asset sold were depreciable or amortizable, a gain probably would be produced since depreciation and amortization deductions decrease the adjusted tax basis. The company is planning to go public, and there are several reasons why it could be a wise investment.For one, the company has a strong focus on quality. (3)You represent and warrant that none of: (a) you; (b) any person controlling or controlled by you; (c) if you are a privately-held entity, any person having a beneficial interest in you; or (d) any person for whom you are acting as agent or nominee in connection with this investment is a. The Company is not presently involved in any legal proceedings material to the business or financial condition of the Company. The Companys Bank Accounts Will Not Be Fully Insured And Escrow or Holding Accounts In Which Investment Funds Will Be Held Pending Clearing By The Broker-Dealer May Not Be Insured In Part Or In Full. One of Beals goals for the company is to be 70% veterans as a way to keep the brand strong and give back to those whove served. There are substantial restrictions on the transferability of the Shares of Class C Common Stock, and, in all likelihood, you will not be able to liquidate some or all of your investment. In order to review all of the terms of our securities offering, you should review our offering circular that contains all of the terms, conditions, risk factors, and disclosures that you should read and understand before you invest in our company. 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. Loss of the services of one or more of these individuals could have a material adverse effect upon the Company's business, financial condition or results of operations. 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. Non-accredited investors are limited in the number of Shares they may purchase to an aggregate purchase price paid by such person that is no more than 10% of the greater of such persons annual income or net worth, not including the value of his or her primary residence, as calculated under Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended. With consumers around the world increasingly concerned with health and well-being and focused on a better diet, applied health science in food and drink could be a promising area for Kirin. For additional information on indemnification and limitations on liability of the Companys directors, officers, and others, please review the Companys Bylaws, which are attached as Exhibit 1A-2B to this Offering Circular. On or about December 4, 2020, the Company filed a Certificate of Amendment of Certificate of Incorporation with the state of Delaware whereby the Companys name was changed to Armed Forces Brewing Company, Inc. As of December 31, 2019, the net tangible book value of the Company was $(35,667) since the Company had generated $12,889 in revenue but had cumulative expenses equal to $27,361 and $115,000 in paid-in-capital. GENERALLY, NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. As of December 31, 2020, the Company did not have any material outstanding accounts receivable. The Companys Future Financial Performance And Its Ability To Compete Effectively Will Depend, In Part, On The Companys Ability To Manage Any Future Growth Effectively. So if youre looking for a tasty investment, this could be the one for you.Of course, as with any investment, there are no guarantees. 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. If the Company fails to successfully compete in its markets, or if the Company incurs significant expenses in order to compete, it could have a material adverse effect on the Company's results of operations. VIP Treatment and 4 invitations to our annual shareholder event*. In part, this alert states that investing using a credit card has several risks including, but not limited to high interest rates, credit risk, transaction fees, credit card abuse, unauthorized charges on your credit card statements and risks related to third-party payment processors. The Company Will Be Dependent on Its Distributors. A sector that exploded for them recently has been craft breweries. 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. Therefore, should any of these key personnel, management or founders die or become disabled, the Company may not receive sufficient, or any, compensation that would assist with such person's absence. As the Companys operations expand, it expects that it will need to manage additional relationships with various strategic partners, suppliers and other third parties. 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