If the operation of the servers is interrupted for any reason, including natural disaster, financial insolvency of a third-party provider, or malicious electronic intrusion into the data center, its business would be significantly damaged. In many cases, the Companys competitors have longer operating histories, established ties to the market and consumers, greater brand awareness, and greater financial, technical and marketing resources. The Company disclaims any obligation, and undertakes no obligation, to update or alter any forward-looking statement, whether as a result of new information, future events/developments or otherwise or to conform these statements to actual results. In the future, the Company may compensate directors, particularly those who are not also employees and who act as independent board members, on either a per meeting or fixed compensation basis. 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. Earned the Bar Explorer badge! The risks listed do not necessarily comprise all those associated with an investment in the Shares and are not set out in any particular order of priority. Rupani is an administrator of acquisitions and grants at the United States Geological Survey and company director . No Class A Common Stock is being sold in this Offering. My phone advertised me the announcement of the brewery last week as being different than other breweries. 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. Some sectors of the domestic beer industry have experienced a decline in shipments over the last ten years. The revenue is realized with the critical event (see planned sources of revenue below) and the amount of revenue is measurable. 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. This provision does not apply to purchasers in secondary transactions. 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. For sales of securities through Dalmore Group, LLC: (1) The Company shall pay Dalmore Group, LLC (Dalmore) a cash success fee equivalent to 5% of the gross proceeds raised in the Offering. The Company may have to engage in common equity, debt, or preferred stock financings in the future. Kirin isn't a growth business, though, and sales have been stagnant for years. The Companys Business Plan Is Speculative. You will have a little ability to take part in the management of the Company as a minority Shareholder and will not be represented on any management board of the Company. Grocery Outlet (GO) Q4 2022 Earnings Call Transcript, Cumulative Growth of a $10,000 Investment in Stock Advisor, Copyright, Trademark and Patent Information. The Company has already incurred debt and will likely incur additional debt (including secured debt) in the future and in the continuing operations of its business. The Company anticipates raising additional funds through public or private financing, securities financing and/or strategic relationships or other arrangements in the near future to support its business operations; however, the Company may not have commitments from third parties for a sufficient amount of additional capital. He is also a global public speaker, social media influencer, and best-selling author of the book The Operator: Firing the Shots That Killed Osama bin Laden and My Years as a SEAL Team Warrior. Revenue. 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. The Company maintains the right to accept subscriptions below the minimum investment amount or minimum per share investment amount in its discretion. To that end, the Company must be able to manage its development efforts effectively and hire, train and integrate additional management, administrative and sales and marketing personnel. These companies are in the middle of it. 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. Investor will participate in a military-based planned activity to be announced with members of the Companys management and advisors. Therefore, each prospective Shareholder should satisfy himself as to the tax consequences of participating in the Company by obtaining independent advice from his, her or its own tax advisers. Each investor must represent in writing that he/she/it meets the applicable requirements set forth above and in the Subscription Agreement, including, among other things, that (i) he/she/it is purchasing the Shares for his/her/its own account and (ii) he/she/it has such knowledge and experience in financial and business matters that he/she/it is capable of evaluating without outside assistance the merits and risks of investing in the Shares, or he/she/it and his/her/its purchaser representative together have such knowledge and experience that they are capable of evaluating. George served for over twenty years in the Army, including tours of duty in Iraq and Afghanistan. Despite managements beliefs, there is no assurance that Armed Forces Brewing Company, Inc. will be profitable, or that managements opinion of the industrys favorable dynamics will not be outweighed in the future by unanticipated losses, adverse regulatory developments and other risks. $12.00. In the future, Armed Forces Brewing Company plans to open taprooms and breweries across the country. Additional Financing May Be Necessary for The Implementation of The Company's Growth Strategy, Whether the Company is successful in selling the maximum number of Shares in this Offering or not, the Company may require additional debt, equity or other financing to pursue the Companys growth and business strategies. The use of the United States financial system by criminals to facilitate terrorism or other crimes could taint its financial markets. To the extent that the Offering Circular contains forward-looking statements regarding the financial condition, operating results, business prospects, or any other aspect of the Companys business, please be advised that the Companys actual financial condition, operating results, and business performance may differ materially from that projected or estimated by the Company. Armed Forces Brewing Company is an early-stage company that plans to grow into the biggest and strongest company we can, to make your investment as valuable as possible. The brewery plans to expand distribution to other states in the future. All of these risks, and many others known or unknown, related to this outbreak, and future outbreaks, pandemics or epidemics, could materially affect the long-term business of the Company and your investment. See Page 68 below for further details. No matter what the economy, we always need these products. In addition, Armed Forces Brewing Companys beers are currently available in 14 states across the country. 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. According to their site, their beer is only available at locations in Maryland, Virginia, and Rhode Island and appears to be for sale at some military exchanges and at certain retailers. 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. THIS OFFERING CIRCULAR DOES NOT KNOWINGLY CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT A MATERIAL FACT, AND ANY SUCH MISSTATEMENT OR OMISSION IS DONE WITHOUT THE KNOWLEDGE OF THE PREPARERS OF THIS DOCUMENT OR THE COMPANY. The Company may provide for the indemnification of directors, officers and others to the fullest extent permitted by law and, to the extent permitted by such law, eliminate or limit the personal liability of directors, officers and others to the Company and its shareholders for monetary damages for certain breaches of fiduciary duty. To keep up with demand, Beal and his team entered their company into Walmarts Open Call business sourcing competition, which is similar to Shark Tank. The Company is a Delaware corporation for the general purpose of transacting any or all lawful business for which a corporation may be formed in the State of Delaware. GOVERNMENT WARNS TECH COMPANIES TO KEEP YOUR AI CLAIMS IN CHECK, YouTubes new leader teases AI tools that can virtually swap creators outfits and locations, Snapchat is releasing its own AI chatbot powered by ChatGPT, What are the benefits of cloud storage with disadvantages Pro Tips. To find a location where the beer can be purchased, go towww.armedforcesbrewing.com. As of December 31, 2020, the Company did not have any material outstanding accounts receivable. The estimate of the budget for offering costs is an estimate only and the actual offering costs may differ from those expected by management. While the funds you tendered are in an escrow account or one of these payment processor accounts or an account with an affiliated financial institution, if the company holding the funds should fail or otherwise terminate operations, the Company may not be able to recover all amounts deposited in these holding accounts. Armed Forces Brewing Company also offers a variety of other beers, including an IPA, a stout, and a wheat beer. As of December 31, 2019, the Company did not have any material outstanding accounts receivable. Any such arrangement will add to its expenses in connection with the offering. Armed Forces Brewing Company is one such brewery. Either way, the holders of the convertible notes get more shares for their money than would new investors in that subsequent round. In addition, courts outside the United States are sometimes less willing to protect trade secrets. This Offering is a material event that should cause future reported financial information to be materially different than the numbers reflected below. Any negative publicity generated could damage the Companys reputation and diminish the value of the Companys brand and its products which could have a material adverse effect on the Companys business, results of operations, and financial condition, as well as your investment. Investors name on the Companys wall of investors at the $50,000+ level plus special recognition at each Armed Forces Brewing Company location opened in the future. There are three classes of stock in the Company as of the date of this Offering Circular: Class A Common Stock, Class B Common Stock and Class C Common Stock. Changes in control or ownership within the distribution network could lead to less support of the Companys products. There can be no assurance that actual results will not differ from those estimates. The rights, preferences and privileges of the Class A Common Stock, Class B Common Stock and Class C Common Stock are set forth in the Companys Certificate of Incorporation (Exhibit 1A-2A) and Bylaws (Exhibit 1A-2B) and are described in summary form in this section of the Offering Circular. Fees in the chart above only reflect the cash fee (5%), and do not reflect the warrants, which are also not represented in the table of beneficial ownership herein. 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. He has led several independent food and beverage groups in theDenver,Kansas Cityand Charlotte markets. If a subscription is rejected, all funds will be returned to subscribers within ten days of such rejection without deduction or interest. Such indemnification may be available for liabilities arising in connection with this Offering. The price of the Shares of Class C Common Stock is arbitrary and may not be indicative of the value of the Shares of Class C Common Stock or the Company. The girls had Because the Offering is a best efforts (but not a contingent) offering, the Company may close the Offering without sufficient funds for all the intended purposes set out below or even to cover the costs of the Offering. The Shares being offered in this Offering Circular have no voting rights. You can enlist by investing $200 to $499, at which point youll get a sticker, a challenge coin, an invitation to an annual event, a 5% discount at their online store and a few other benefits. Furthermore, the issuance by the Company of any additional securities pursuant to any future fundraising activities undertaken by the Company or could result in an issuance of securities whose rights, preferences and privileges are senior to those of existing Shareholders including you and could dilute the ownership or benefits of ownership of existing Shareholders including, but not limited to reducing the value of the Shares of Class C. Common Stock subscribed for under this Offering. The maximum gross proceeds from the sale of the Shares in this Offering are $7,500,000.00. 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. Furthermore, the Company anticipates that closings will be held such that no cleared investor funds will remain in any Escrow Account, or any Holding Account set up by Circle, Dwolla or Sila or by any banking or similar institution for more than approximately 30 business days assuming said funds and the investors have cleared compliance with the broker-dealer. T-Shirts PREAMBLE | WE THE PEOPLE T-SHIRT from $29.95 WE GOT YOUR SIX T-SHIRT from $29.95 IT'S 1700 SOMEWHERE T-SHIRT from $29.95 TRUST IN BEER NOT IN GOVERNMENT T-SHIRT from $29.95 RED FRIDAY T-SHIRT from $29.95 RALLY POINT 2022 COMMEMORATIVE T-SHIRT from $30.00 This provision does not apply to legal actions arising under the Securities Act of 1933 or the Securities Exchange Act of 1934. The actual effects of the spread of coronavirus or of another pandemic are difficult to assess as the actual effects will depend on many factors beyond the control and knowledge of the Company. If either a third-party facility failed, or the Company's ability to access the Internet was interfered with because of the failure of Internet equipment in general or if the Company becomes subject to malicious attacks of computer intruders, its business and operating results will be materially adversely affected. Certain states are considering or have passed laws and regulations that allow the sale and distribution of marijuana. Funds will be promptly refunded without interest, for sales that are not consummated. hire necessary personnel or effectively manage unexpected expansion difficulties, the Company's financial condition and results of operations could be materially and adversely affected. In addition to the fees above, the Company shall grant to Dalmore (or their designees and assignees) cashless warrants equivalent to 3% of the number of shares of Class C common stock sold in the offering, at no cost ($0.00 per share). Robert ONeill is one of the most highly-decorated combat Veterans of our time. Depending on where you reside, we may not be able to ship beer to you. The Company has limited disability and workers compensation insurance. The Company has engaged Dalmore Group, LLC (Dalmore), a broker-dealer registered with the SEC and members of the Financial Industry Regulatory Authority (FINRA), to perform the following functions in connection with this Offering, but not for underwriting or placement agent services: 1.Review investor information, including KYC (Know Your Customer) data, perform AML (Anti-Money Laundering) and other compliance background checks, and provide a recommendation to Company whether or not to accept investor as an investor of the Company; 2.Review each investors subscription agreement to confirm such investors participation in the offering, and provide a determination to Company whether or not to accept the use of the subscription agreement for the investors participation; 3. For example, in December 2017, the Tax Act was enacted into United States law. Depending on where you reside, we may not be able to ship beer to you. 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