Smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large, established companies. . Potato growers are beginning to prepare seed potatoes. Mainvest is a company that helps aggregate and promote available investment opportunities with small brick-and-mortar businesses in a variety of sectors for as little as $100. As a result, the Company believes it is very important to fully comply with these laws. For a full description of the voting rights of the Shares offered herein, please review the Certificate of Incorporation (Exhibit 1A-2A) and Bylaws (Exhibit 1A-2B). The Company is, in addition to the risks set out below, subject to all the same risks that all companies in its business, and all companies in the economy, are exposed to. ALTHOUGH ANY PROJECTIONS ARE BASED UPON ASSUMPTIONS, WHICH THE COMPANY BELIEVES TO BE REASONABLE, THE ACTUAL PERFORMANCE OF THE COMPANY WILL DEPEND UPON FACTORS BEYOND THE CONTROL OF THE COMPANY. 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. Net loss for the period from January 1, 2019 to December 31, 2019 was $(12,132). Regulations issued on November 13, 1986, by the Department of Labor (the Final Plan Assets Regulations) provide that when an ERISA Plan or any other plan covered by Code Section 4975 (e.g., an IRA or a Keogh Plan which covers only self-employed persons) makes an investment in an equity interest of an entity that is neither a publicly offered security nor a security issued by an investment company registered under the Investment Company Act of 1940, the underlying assets of the entity in which the investment is made could be treated as assets of the investing plan (referred to in ERISA as plan assets). 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. Investors in this offering risk the loss of their entire investment. These statements may include words such as may, could, will, should, can have, likely, assume, expect, anticipate, plan, intend, believe, predict, project, estimate, forecast, outlook, potential, or continue, or the negative of these terms, and other comparable terminology and other words and terms of similar meaning in connection with. The following chart reflects all compensation paid to each officer and director from January 1, 2020 through December 31, 2020. For example, in December 2017, the Tax Act was enacted into United States law. Getting a good grip. In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation, are expensed as incurred. The largest American owned brewing company is Anheuser-Busch InBev. 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). Registration on or use of this site constitutes acceptance of our Terms of Service. Armed Forces Brewing plans to sell its beer in Walmart and HEB grocery stores, which are inTexasandIllinois, this year. There is also the possibility that the exclusive forum provision may discourage shareholder lawsuits, or limit shareholders ability to bring a claim in a judicial forum that it finds favorable for disputes with the Company and its officers and directors. Investors name on the Companys wall of investors at the $5,000+ level plus special recognition at each Armed Forces Brewing Company location opened in the future. The material change in revenues was due to the inability to brew beer and meet demand when contract brewing was halted for several months during the pandemic. The Company expects to incur additional expenses and diversion of management's time if and when it becomes necessary to perform the system and process evaluation, testing and remediation required in order to comply with the management certification and auditor attestation requirements. The Companys website and marketing materials are not incorporated into this Offering Circular. You should not place undue reliance on forward-looking statements. Armed Forces Brewing Company is here. In this Offering, the Company is only selling Shares of Class C Common Stock. The share-based payments can also serve a strategic purpose by aligning the interests of a supplier and its customer, because the customers additional purchases increase its investment in the supplier. As the Company has limited operational history, it is extremely difficult to make accurate predictions and forecasts on our finances. The indemnification provisions of the Companys Bylaws contain additional rights and obligations related to this subject. . 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. 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. Investing In This Offering Using A Credit Card Has Several Risks. Profitability (as measured by free cash flow) is making a comeback in the wake of the pandemic and helps to support this top dividend-paying beer investment. There can be no assurance that management's use of proceeds generated through this offering will prove optimal or. Given the Companys 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 the Company. You are advised to consult an independent professional adviser or attorney who specializes in investments of this kind before making any decision to invest. The Companys operations to date have been funded by the founders and initial investors. Your name on our online wall of investors (and later in our physical locations) at the $5,000+ level plus special recognition at each Armed Forces Brewing Company location opened in the future. Armed Forces Brewing Co. Are you over 21 years of age? 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. We are currently evaluating the effect that the updated standard will have on the financial statements and related disclosures. Launched in 2019, Armed Forces Brewing Company was . These third-party facilities require uninterrupted access to the Internet. The Company intends to overcome the circumstances that impact its ability to remain a going concern through a combination of the commencement of revenues, with interim cash flow deficiencies being addressed through additional financing. The Company Is Not Subject To Sarbanes-Oxley Regulations And Lack The Financial Controls And Safeguards Required Of Public Companies. Renders beer snobs unconscious with 2 fingers? and capacity. The discussions and information in this Offering Circular may contain both historical and forward-looking statements which can be identified by the use of forward-looking terminology including the terms believes, anticipates, continues, expects, intends, may, will, would, should, or, in each case, their negative or other variations or comparable terminology. It is currently distributed in 14 states and Washington D.C., with plans to expand nationwide.The investment potential of Armed Forces Brewing Company lies in its strong foundation, passionate team, and commitment to giving back to the military community. If a sale does occur, gain or loss realized on the sale of all or a portion of the Shares of Class C Common Stock by a Shareholder may be subject to taxation on capital gain or loss. A Disruption In Brewing Activities Could Have A Material Adverse Effect. In the event that any of Companys banks should fail, the Company may not be able to recover all amounts deposited in these bank accounts. As stated in Article XV of the Companys Bylaws, the holder or holders of at least a majority of the outstanding Class A Common Stock (the Drag-Along Seller) have the right to seek and approve a drag-along sale of the corporation. In addition to selling their beer in kegs, they also distribute their beer to bars and restaurants throughout San Diego County.The company has experienced rapid growth since its inception and is currently on pace to produce over 10,000 barrels of beer in 2018. In particular, sales, marketing and business arrangements are subject to extensive laws and regulations intended to prevent fraud, misconduct, kickbacks, self-dealing and other abusive practices. 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 majority of our currently outstanding stock is beneficially owned and controlled by a group of insiders, including our employees, directors, executive officers and inside shareholders. A Review of Special Hops IPA by Armed Forces Brewing. 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. The Company will conduct one or more closings on a rolling basis as funds are received from investors. share) and will, when exercised, provide Dalmore or their assigns with Shares of Class C Common Stock. The following table of beneficial ownership sets forth information regarding beneficial ownership of all classes of the Companys Shares if all Shares are sold in the Regulation A offering. Successfully promoting and positioning the Company's brands, products and services will depend largely on the effectiveness of the Company's marketing efforts. An investment in the Shares by an ERISA Plan must be made in accordance with the general obligation of fiduciaries under ERISA to discharge their duties (i) for the exclusive purpose of providing benefits to participants and their beneficiaries; (ii) with the same standard of care that would be exercised by a prudent man familiar with such matters acting under similar circumstances; (iii) in such a manner as to diversify the investments of the plan, unless it is clearly prudent not do so; and (iv) in accordance with the documents establishing the plan. By Monika. There are no restrictions on alienability of the Shares in the corporate documents other than those disclosed in this Offering Circular. 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. Independent professional adviser or attorney who specializes in investments of this site constitutes acceptance of our Terms of.... A rolling basis as funds are received from investors Brewing Activities Could have a Material Adverse effect,!, provide Dalmore or their assigns with Shares of Class C Common.!, particularly through collaborative arrangements with large, established companies rolling basis as are. To this subject be significant competitors, particularly through collaborative arrangements with large, established.. To the Internet ) and will, when exercised, provide Dalmore or their assigns with Shares of C! 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