Drag-Along Sale means any transaction or series of related transactions pursuant to which an Independent Purchaser will acquire, whether by merger, liquidation, consolidation, reorganization, combination, recapitalization, or a sale, exchange, or other transfer, (A) all or substantially all of the assets of the Company determined on a consolidated basis, or (B) a majority of the Class A Common Stock (or any securities issued in respect of, or in exchange or substitution for, any of those shares in connection with any stock split, dividend, or combination, or any reclassification, recapitalization, merger, consolidation, exchange, or similar reorganization). Either way, the holders of the convertible notes get more shares for their money than would new investors in that subsequent round. The effects of such a widespread infectious disease and epidemic has already caused and may continue to cause or may cause in the future, an overall decline in the U.S. and world economy as a whole. from around the world. Rupani is an administrator of acquisitions and grants at the United States Geological Survey and company director . Seven years later, that thought has turned into a growing business producing three beers that will soon be sold at a major nationwide retailer. 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. The text on this website is a summary but does not contain all of the terms of our securities offering. 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. As of December 31, 2019, the unrecognized tax benefits accrual was zero. He also travels the country attending craft beer festivals, according to theArmed Forces Brewing Companywebsite. 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. 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. The World Health Organization declared a global emergency on January 30, 2020, with respect to the outbreak and many states and countries, including the United States, have initiated significant restrictions on business operations. Theres Bootcamp which comes in between$500-$999 and Brigade at $1,000-$4,999, and then it just keeps climbing. Therefore, the Company may not be able to protect the Company's proprietary rights against unauthorized third-party use. The company is well-positioned for continued growth and expansion in the coming years. Visit the online layout for the full scope of perks and benefits offered. Any additional financing could have a negative effect on Shareholders. The video, starring well-known former . Armed Forces Brewing Company offers tours of the brewery, and they also host events such as live music and trivia nights. https://t.co/dQ17NGhG13 pic.twitter.com/XHkN7uKSPw. If the total capital raised is $5,625,000: Increase in Net Tangible Book Value per Share Attributable to Shares Offered Hereby (based on 562,500 Shares). The Company has entered a highly competitive industry and within this highly competitive industry are companies with established track records and substantial capital backing. 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. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(D)(2)(I)(C) OF REGULATION A. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF ANY SUCH STATE. This Offering involves significant risks, and you should consider the Shares highly speculative. An Investment in the Company's Shares Could Result In A Loss of Your Entire Investment. All stock, options or vesting stock granted under this Equity Incentive. market acceptance more rapidly than the Company is able and may be more effective themselves as well. All Rights Reserved. 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. The Company will also engage Dalmore as a consultant to provide ongoing general consulting services relating to the Offering such as coordination with third party vendors and general guidance with respect to the Offering. 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. Access for 1 to VIP tent/section at one event the Company sponsors, 8 stickers two each from Armed Forces Brewing Company, the Seawolf brand, the Airman brand and the Soldier brand, Investors name on the Companys wall of investors at the $1,000+ level, Two Armed Forces Brewing Company beer glasses, Access for 2 to VIP tent/section at one event the Company sponsors, Membership in Companys tasting club where investor has the opportunity taste certain new beers before it goes to market**, 12 stickers three each from Armed Forces Brewing Company, the Seawolf brand, the Airman brand and the Soldier brand. Prospective investors are not to construe the contents of our offering circular, or of any prior or subsequent communications from our company or any of its employees, agents or affiliates, or on this website as investment, legal, financial or tax advice. Article XIV of the Companys Bylaws set out various restrictions on transfer that attach to the Shares of Class C Common Stock being sold in this Offering. Thus, classification of our assets as plan assets could make the management a fiduciary of an investing plan. 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. AN INVESTMENT IN THIS 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. The offering circular explains that Armed Forces Brewing Company, Inc. is offering 750,000 Shares of Non-Voting Class C Common Stock at $10.00 per share with a minimum purchase of 20 Shares ($200.00). To make great beer, you need a great brewmaster. The Company has agreed to pay Dalmore a fee equivalent to 5% of all capital raised in the Offering and 3% cashless exercise warrants based on the number of shares of Class C Common Stock sold in the offering, exercisable for up to 5 years. Plant-based eating has grown in popularity. 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. 3 Unstoppable Growth Stocks to Buy and Hold Forever. 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. To make the world smarter, happier, and richer. These provisions could also limit the price that investors might be willing to pay in the future for the Shares. Due to restrictions caused by the COVID-19 global pandemic, the Company reserves the right to not hold such event at all, to hold such events in a virtual or online setting, or to hold such events in a manner otherwise modified as required by laws and restrictions imposed as a result of the pandemic. The Company is entitled to rely upon the accuracy of your representations. A member of the Democratic Party, he previously served as a Georgia state senator from 1963 to 1967, and as the 76th governor of Georgia from 1971 to 1975.. Carter was born and raised in Plains, Georgia, graduated from the United States Naval . Unless otherwise indicated and subject to applicable community property laws, to the Companys knowledge, each shareholder named below possesses sole voting and investment power over their shares, where applicable. Foam & Folly Brewing 330 S. 2nd Street and Moon Mountain Rock Shop 338 S. 2nd Street . Management performs these functions as a whole. Shares will be offered until either (a) the date upon which the Company confirms that it has received in the escrow account and/or or holding account gross proceeds of $7,500,000.00 in deposited funds; (b) the expiration of 365 days from the date of this Offering Circular unless extended for up to another 365 days in its sole discretion by the Company; or (c) the date upon which a determination is made by the Company to terminate the Offering in its sole discretion. See the description in section entitled Use of Proceeds on page 50 herein. Naval Academy, but we have no intention of being a local craft beer. Earned the Bar Explorer badge! document.getElementById( "ak_js_1" ).setAttribute( "value", ( new Date() ).getTime() ); Type above and press Enter to search. There is beneficial ownership of the Companys shares at the time of this Offering by its directors or executive officers as set out below in the table. It is possible that the Company may never reach a financial position where it can or will issue dividends. Should an interruption occur, the Company could experience temporary shortfalls in production and/or increased production and/or distribution costs and be required to make significant capital investments to secure alternative capacity for certain brands and packages, the combination of which could have a material adverse effect on the Companys business and financial results. 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. In addition, the programs administered by the OFAC (the OFAC Programs) prohibit dealing with individuals1 or entities in certain countries, regardless of whether such individuals or entities appear on any OFAC list. There can be no assurance that management's use of proceeds generated through this offering will prove optimal or. The market for Armed Forces Brewing Company is ever-growing. This information does not necessarily indicate beneficial ownership for any other purpose. Armed Forces Brewing Company, Inc. is a Delaware corporation. If you are considering investing in this Offering by using a credit card, you are encouraged to read and review the investor alert at https://www.sec.gov/oiea/investor-alerts-and-bulletins/ia_riskycombination. Rather, the user maintains possession of the funds in that users Dwolla account. None of the Securities Offered Are Being Sold By Present Security Holders. 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. Management believes that after the coronavirus pandemic subsides, the demand for alcohol, restaurants and bars in the United States will grow, creating an opportunity for the Company. Depreciation expenses totaled $723 for the year ended December 31, 2019. You may be required to travel to an official Armed Forces Brewing Company location to taste the beer and provide feedback, or the tasting may take place at our annual shareholder event. 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. Property and equipment are recorded at cost. An investment in the Company may not be suitable for all recipients of this Offering Circular. 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. Generally, no sale may be made to anyone in our offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. The Company cannot be certain it will be successful in quickly identifying and neutralizing these attacks. The Bylaws state that the Company shall indemnify any person who is or was a party to any action, lawsuit, or proceeding, whether civil, criminal, administrative, or investigative, and whether formal or informal, other than an action by, or in the right of, the Company, by reason of the fact that the person is or was an agent, officer, employee, or director of the Company, or is or was serving at the request of the Company as an agent, officer, employee, or director of another corporation, trust, partnership, joint venture, non-profit entity, or other enterprise (including without limitation with respect to employee benefit plans), against liability incurred in connection with the action, lawsuit, or proceeding, including any appeal from the action, lawsuit, or proceeding, if the person acted in good faith and in a manner that the person reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal action or action, lawsuit, or proceeding, if the person had no reasonable cause to believe that her or his conduct was unlawful. The text on this website is a summary but does not contain all of the terms of our securities offering. The statements of the Company contained herein are based on information believed to be reliable. Money laundering occurs in connection with a wide variety of crimes, including illegal arms sales, drug trafficking, robbery, fraud, racketeering and terrorism. If The Company Fails To Maintain And Enhance Awareness Of The Company's Brand, The Company's Business And Financial Results Could Be Adversely Affected. The total number of Shares of Class C Common Stock (750,000) in the chart assumes that the maximum number of Shares are sold in this Offering. As with all investments in securities, if you sell the Shares, you will probably need to pay tax on the long-term or short-term capital gains that you realize if sold at a profit or set any loss against other income. You will attend a shooting range event with members of our management and advisory staff. Dalmore does not expressly or impliedly affirm the completeness or accuracy of the Form 1-A and/or Offering Circular presented to investors by the Company. Their goal is to produce the best tasting beer possible while also supporting the military community. We plan to eventually acquire an existing brewery or build our own facility. ARMED FORCES BREWING COMPANY www.armedforcesbrewingco.com. There is no relationship between the offering price and the Companys assets, book value, net worth, or any other economic or recognized criteria of value. Because the Company has been in its start-up phase from January 1, 2018 through December 31, 2020, there has not been substantial revenues generated, and therefore the financial information reported below, and in the accompanying audited financial statements, are not necessarily indicative of future operating results or of future financial condition. An important part of Armed Forces Brewings mission is to use our success to give back to our brave men and women currently deployed, and our veterans, who have served our country in the defense of freedom. For a full description of the rights of the Shares, please see the section of this Offering Circular entitled Securities Being Offered below. Amounts held in such balances do not indicate a purchase of any security or otherwise commit the funds to be used to purchase securities. Armed Forces Brewing Company is here. The material change in operating expenses was primarily due to the Company being unable to contract brew its beer for several months. ONeill is one of the most highly decorated combat veterans of this era, serving as a combat leader for Seal Team 6. In addition to the shares in Armed Forces Brewing Company Inc. you purchase, each investor at the various investment levels below will receive the following perks from us. 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. PREAMBLE | WE THE PEOPLE T-SHIRT. On the plus side, the company has a strong commitment to quality, using only the finest ingredients in their beers. Any infringement of the Company's proprietary rights could result in significant litigation costs, and any failure to adequately protect the Company's proprietary rights could result in the Company's competitors offering similar products, potentially resulting in loss of a competitive advantage and decreased revenue. If you pay for your subscription using a credit card, the payment will be processed by Circle, Dwolla or Sila or another entity affiliated or not affiliated with those companies. the updated standard will have on the financial statements and related disclosures. Recent changes to Regulation A promulgated under the Securities Act prohibit an issuer from claiming an exemption from registration of its securities under such rule if the issuer, any of its predecessors, any affiliated issuer, any director, executive officer, other officer participating in the offering of the interests, general partner or managing member of the issuer, any beneficial owner of 20% or more of the voting power of the issuers outstanding voting equity securities, any promoter connected with the issuer in any capacity as of the date hereof, any investment manager of the issuer, any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with such sale of the issuers interests, any general partner. A portion of the proceeds from this Offering may be used to compensate or otherwise make payments to officers or directors of the issuer. 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