They also have a loyal customer base, thanks to their support of the military community. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. The Companys Brewery, Planned Restaurants and Bars, and Contract Brewers Could Have Licensing, Legal or Regulatory Problems. The Armed Forces Brewing stock price is $10 per share of Class C Non-Voting Common Stock, with a minimum of a $200 investment. Additional mergers and acquisitions in its industry may result in even more resources being concentrated in its competitors. The securities sold in this Offering may have issues related to taxation at many levels, including tax laws and regulations at the state, local and federal levels in the Unites States, and at all levels of government in non-U.S. jurisdictions. The companys beers are widely available and well-regarded, and its charitable foundation is making a difference for veterans and their families. BEFORE INVESTING IN THIS OFFERING, PLEASE REVIEW ALL DOCUMENTS 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. Stock Advisor list price is $199 per year. Due to the increased leverage that these combined operations will have in distribution and sales and marketing expenses, the costs to the Company of competing could increase. 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. Beer, one of the original alcoholic beverages, was developed at the dawn of human civilization. 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. 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 Company had insignificant product returns from January 1, 2018 to December 31, 2019. The Company is offering a Maximum Offering of up to $7,500,000.00 of its Shares. Chief Executive Officer, Chief Financial Officer and Director. Last year, Walmart committed to invest an additional $350 billion on products made, grown or assembled in theU.S.by 2031. In addition, if interruptions were to occur, the Company might not be able to maintain its current economics and could face significant delays in starting replacement brewing locations. The brewery has a taproom and bar located onsite, as well as a tasting room and retail store. A loss that is uninsured, or underinsured, or which otherwise exceeds policy limits may require us to pay substantial amounts, which could adversely affect the Companys financial condition and operating results. Further, the importance of brand recognition will increase as competition in the market increases. The Shares of Class C Common Stock being offered in this Offering Circular are subject to drag-along rights. 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. Net loss for the period from January 1, 2020 to December 31, 2020 was $(65,993). (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. Such occurrences may create bad tasting beer or pose health risk to the consumer or risk to the integrity and safety of the packaging. This offering consists of Shares of Class C Common Stock (the Shares or individually, each a Share) that are being offered on a best efforts basis, which means that there is no guarantee that any minimum amount will be sold. Actual results could differ from those estimates. Statements contained herein as to the content of any agreements or other documents are summaries and, therefore, are necessarily selective and incomplete and are qualified in their entirety by the actual agreements or other documents. Beer is a top beverage for consumers all over the world and generates ample profits for the major producers and their shareholders. The largest American owned brewing company is Anheuser-Busch InBev. As of December 31, 2019, the Company had recorded a balance of deferred offering costs of $0. 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. 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. or managing member of any such investment manager or solicitor, or any director, executive officer or other officer participating in the offering of any such investment manager or solicitor or general partner or managing member of such investment manager or solicitor has been subject to certain Disqualifying Events described in Rule 506(d)(1) of Regulation D subsequent to September 23, 2013, subject to certain limited exceptions. These potential increases in the number and availability of competing brands, the costs to compete, reductions in contract brewing capacity and decreases in distribution support and opportunities may have a material adverse effect on the Companys business and financial results, as well as your investment. AB InBev is by far the world's largest beer company. In addition, there are no provisions attached to the Shares in the Offering that would permit you to require the Company to repurchase the Shares in the event of a takeover, recapitalization or similar transaction involving the Company. Remember to stay diversified and focus on the long-term potential for these alcoholic beverage makers. Sales and certain other transactions between a qualified retirement plan, IRA or Keogh Plan and certain persons related to it (e.g., a plan sponsor, fiduciary, or service provider) are prohibited transactions. Integral Transfer Agency USA Inc. will serve as transfer agent to maintain shareholder information. The warrants described in the preceding paragraph and the right to purchase securities upon exercise hereof shall terminate upon the earliest of (a) the close of business on the five-year anniversary of qualification of the Company's Regulation A offering or (b) the consummation of a sale, merger or the like of the Company or an initial public offering of the Company. The Shares of Class C Common Stock are illiquid and should be considered a long-term investment. 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. For a more detailed discussion of these and other significant risks, see RISK FACTORS in the main body of the Offering Circular. He is an Afghanistan War veteran and served in the Marine Corps as a combat correspondent. Returns as of 03/02/2023. TABLE OF BENEFICIAL OWNERSHIP AFTER REGULATION A OFFERING. Investors will be subject to substantial risks involved in an investment in the Company, including the risk of losing their entire investment. Additionally, the website only lists two beers at present: an IPA called Special Hops, and Cat Shot, a lager. The Company competes with other beer and beverage companies not only for drinker acceptance and loyalty, but also for shelf, cold box and tap space in retail establishments and for marketing focus by the Companys distributors and their customers, all of which also distribute and sell other beers and alcoholic beverage products. translate into revenue or profitability for the Company. from $29.95. Consequently, as of the date of this Offering Circular, the Company has only limited assets, contributed by the founders and early investors. 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. The Companys Insurance Strategy May Not Be Adequate To Protect Us From All Business Risks. And, theyre growing quickly, with plans to expand their brewing operations and open new taprooms in the near future.On the downside, theres the potential for negative publicity if any of their beers are linked to health problems. The Company is taxed as a C Corporation for federal and state income tax purposes. Sales Of The Companys Shares By Insiders Under Rule 144 Or Otherwise Could Reduce The Price Of The Shares, If A Trading Market Should Develop. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition, and other economic factors. Alan comes from a four-branch military family. 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 Team 6 Operator Robert J. ONeill. A Disruption In Brewing Activities Could Have A Material Adverse Effect. Investor Funds Will Not Accrue Interest While in the Escrow Account or Holding Account Prior To Closing. If Dwolla is used, the service allows a user who has been properly verified by Dwolla to hold a balance of funds in an account held by Dwollas financial institution partner, Veridian Credit Union (VCU), for benefit of Dwollas customers. 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. Violation of fiduciary duties by management could result in liability not only for management but also for the trustee or other fiduciary of an investing ERISA Plan. If These Assumptions Or Analyses Prove To Be Incorrect, The Companys Actual Operating Results May Be Materially Different From Its Forecasted Results. Armed Forces Brewings unique corporate mission and marketing have already created national and global buzz and demand. Armed Forces Brewing Company is a veteran-owned and operated craft brewery based in San Diego, California. The company was founded in 1366 and is headquartered in Belgium. 3. These important risk factors include, but are not limited to: The Company is a relatively new entity with limited tangible assets and its continued operation may require substantial additional funding. In the case of sales to fiduciary accounts (Keogh Plans, Individual Retirement Accounts (IRAs) and Qualified Pension/Profit Sharing Plans or Trusts), the above suitability standards must be met by the fiduciary account, the beneficiary of the fiduciary account, or by the donor who directly or indirectly supplies the funds for the purchase of the Shares. 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. Friendly, knowledgeable trader .Fast, convenient, affordable service. Government-sponsored campaigns and campaigns by other third parties against excessive drinking, licensing reforms relating to the sale of alcoholic beverages and changes in drunk driving laws and other laws may reduce demand for the Companys products and any change in the brewing legislation and other legislation could have an impact upon present and future products which the Company may produce, which could have a material adverse effect on the Companys financial results and on your investment. including the matters set forth under the section entitled Risk Factors, could affect (and in some cases have affected) the Companys actual results and could cause such results to differ materially from estimates or expectations reflected in this Offering Circular and in any forward-looking statements made herein or by the Company. And he kills space aliens? The Shares in This Offering Have No Protective Provisions. Molson Coors also reinstated its dividend payment following a temporary pause at the start of the COVID-19 pandemic. Compliance with these laws and regulations can be costly and can delay or impede the development of new products. tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. "Use of the Armed Forces Brewing Company name does not constitute DOD endorsement" . The Company has budgeted for the fulfillment of all shareholder benefits/perks from its ongoing operating revenues. The Company Currently Has Limited Marketing In Place. Invite +1 to a Meet and Greet and dinner the evening before our annual shareholder event with members of our management and our advisory board. CompensationStock Compensation (Topic718) and Revenue from Contracts with Customers (Topic 606): Codification Improvements Share-Based Consideration Payable to a Customer, which simplifies and increases comparability of accounting for nonemployee share-based payments, specifically those made to customers ASU No. The Company was initially formed as a Delaware Limited Liability Company named Seawolf Brewing Company LLC on January 11, 2019 and converted into a Delaware corporation, Seawolf Brewing Company Inc. on September 8, 2020. A number of factors could adversely affect our operating results, including additional government-imposed increases in minimum wages, overtime pay, paid leaves of absence and mandated health benefits, mandated training for employees, changing regulations from the National Labor Relations Board and increased employee litigation including claims relating to the Fair Labor Standards Act. In addition, the laws of some foreign countries do not protect the Company's proprietary rights to the same extent as do the laws of the United States. Based upon Dalmore's anticipated limited role in this Offering, it has not and will not conduct extensive due diligence of this Regulation A offering and no investor should rely on Dalmore's involvement in this offering as any basis for a belief that it has done extensive due diligence. The Company plans to actively hire its additional employees at such time as the Company has sufficient capital or financing to do so. The two tables above do not reflect the anticipated dilution that will occur if the Company authorizes and issues additional shares of Class C Common Stock or shares of a different class of stock in the future, nor do they include dilution that will occur if any of the broker-dealers are issued warrants which ultimately are exercised. Although it's the fifth-largest beer maker in the world, Molson Coors' stock has substantially declined for years. 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. A portion of all proceeds from the sale of their beer goes towards helping veterans and active-duty military members. THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE. The purchase of the Companys Shares involves substantial risks. Developing and maintaining awareness of the Company's brand names, among other factors, is critical. Any negative publicity and/or litigation could be costly for the Company, divert management attention, and could result in increased costs of doing business, or otherwise have a material adverse effect on the Companys business, results of operations, and financial condition. 21 See more Follow us on social media: Instagram: armedforcesbrewingcompany Twitter: @ArmedForcesBC Parler: @ArmedForcesBrewingCompany 78,244 people like this 80,203 people follow this Dissolution or Liquidation of the Company. NO ASSURANCE CAN BE GIVEN THAT THE COMPANYS ACTUAL PERFORMANCE WILL MATCH THE PROJECTIONS. See Page 68 below for further details. 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. The pandemic led to a sharp increase in at-home alcohol consumption. 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. In any event, except to the extent that investors Shares may be registered on a Form S-1 Registration Statement with the Securities and Exchange Commission in the future, there is absolutely no assurance that the Shares could be sold under Rule 144 or otherwise until the Company becomes a current public reporting company with the Securities and Exchange Commission and otherwise is current in the Companys business, financial and management information reporting, and applicable holding periods have been satisfied. There can be no assurance that actual results will not differ from those estimates. Enjoy responsibly. Patents, trademarks and copyrights that have been or may be obtained by the Company may be challenged by others, or enforcement of the patents, trademarks and copyrights may be required. There is also uncertainly as to what long-term restrictions or other effects will occur in the alcohol, restaurant and bar industries. The Company discloses important factors that could cause its actual results to differ materially from its expectations under the caption Risk Factors below. You will participate in a military-based planned activity with members of our management and advisors. The Company recognizes revenue when it has been realized and earned. The Company had $30,881 revenue from January 1, 2018 to December 31, 2019. The escrow agreement with PrimeTrust is attached as Exhibit 1A-8. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. According to their recent statement, Armed Forces Brewing Company was launched in 2019 and aims to raise $7.5 million in order to acquire a brewing facility to maximize production so the company can reach as many Americans as possible. Investments in Armed Forces Brewing Company begin at $200, at $10 a share and come in different tiers with their own perks. They have something for everyone, and their beers are always of the highest quality. Get stock recommendations, portfolio guidance, and more from The Motley Fool's premium services. It is reasonably possible that changes in estimates will occur in the near term. Under the terms and conditions provided in this Equity Incentive Plan, stock options, vesting stock and stock awards may be authorized and granted to the Companys directors, executive officers, employees and key employees or consultants. 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