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. 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. THE SECURITIES DESCRIBED IN THIS OFFERING CIRCULAR HAVE NOT BEEN REGISTERED UNDER ANY STATE SECURITIES LAWS (COMMONLY CALLED "BLUE SKY" LAWS). If the Company does not pay dividends, its Shares may be less valuable because a return on your investment will only occur if its stock price appreciates. 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. Fiduciaries, participants or beneficiaries considering an investment in the Shares should consult their own legal advisors if they have any concern as to whether the investment would be a prohibited transaction. However, the spread of the coronavirus, if it continues, and any future similar occurrence may cause an overall decline in the economy as a whole and therefore may materially harm our Company long term. Investors will be subject to substantial risks involved in an investment in the Company, including the risk of losing their entire investment. 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. Because the securities being sold in this Offering, Shares of Class C Common Stock, have no voting rights, if you invest, you should not expect to be able to influence any decisions by management of the Company through voting on Company matters. Successful implementation of the Companys business strategy requires the Company to manage its growth. James Earl Carter Jr. (born October 1, 1924) is an American retired politician who served as the 39th president of the United States from 1977 to 1981. The subscription agreement includes a representation that if you are not an accredited investor as defined under federal securities law, you are investing an amount that does not exceed the greater of 10% of your annual income or 10% of your net worth, as described in the subscription agreement. Additionally, the website only lists two beers at present: an IPA called Special Hops, and Cat Shot, a lager. You agree to promptly notify the Company should you become aware of any change in the information set forth in any of these representations. We debuted our first beer, Special Hops IPA during the Military Bowl inDec. 28, 2017, here inAnnapolis, Beal said. Armed Forces Brewings philosophy is to brew beer worthy of being a tribute to the great active military warriors of the United States, and those veterans who served our country in the past. Armed Forces Brewing Company is a craft brewing company with three offerings: Seawolf Brewery, Soldier Brewery, and Airmen Brewery. Musk is the co-founder of the electric car company Tesla Motors, in addition to leading several other companies including SpaceX. No matter what the economy, we always need these products. But honestly, I dont really give a shit about the commercial, and I dont think you should either. Total Investments. Dalmore is not an underwriter and will not be paid underwriting fees but will be paid service fees. The Company complies with the requirements of ASC 340-10. As a result, Boston Beer enjoyed an acceleration in its sales growth in 2020 and early 2021. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. 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). These shares cost $10 each and are worth a combined $7.5 million. The valuation was arbitrarily determined by the Company, and not by an independent third party applying a specified valuation criteria. The Shares being offered are held in book-entry form. James is responsible for overseeing the daily news coverage of the editorial team, assigning stories, approving pitches, editing, and ensuring stories published on the site meet Task & Purposes editorial standards and the audiences needs. The Armed Forces Brewing stock price is $10 per share of Class C Non-Voting Common Stock, with a minimum of a $200 investment. (Tribune News Service) While driving throughAnnapolisand seeing theNaval Academyfor the first time, businessmanAlan Bealhad an idea to create a beer specifically for service members. investors should note that this chart contains only the best estimates of the Companys management based upon information available to them at the present time, and that the actual use of proceeds is likely to vary from this chart based upon circumstances as they exist in the future, various needs of the Company at different times in the future, and the discretion of the Companys management at all times. The brewery has a taproom and bar located onsite, as well as a tasting room and retail store. Denver Today, Colorado U.S. THE SHARES ARE OFFERED BY THE COMPANY SUBJECT TO THE COMPANYS RIGHT TO REJECT ANY TENDERED SUBSCRIPTION, IN WHOLE OR IN PART, IN ITS ABSOLUTE DISCRETION, AT ANY TIME PRIOR TO THE ISSUANCE OF THE SHARES. He has been involved in Maryland craft beer legislation and testified before the Maryland House Economic Matters Committee on several pieces of legislation affecting Marylands craft beer industry and deaf business owners. Media Contact: MARCH MarketingBeth.dillon@marchcorp.com773-294-5356. These provisions could also limit the price that investors might be willing to pay in the future for the Shares. 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. Alternatively, if a court were to find this exclusive forum provision inapplicable to, or. If you do not have a regular brokerage account, or your regular broker will not hold the Shares for you (and many brokers refuse to hold Regulation A securities for their customers and are not set up to hold securities in Share form) there will be nobody keeping records for you for tax purposes and you will have to keep your own records, and calculate the gain on any sales of any securities you sell. 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. Severe interruptions would be problematic, particularly during peak seasons. 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. This could have a material adverse effect on the Companys financial results and on your investment. 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. There is no market for the resale of the Shares of Class C Common Stock. The Tiananmen Square protests, known in Chinese as the June Fourth Incident [1] [2] ( Chinese: ; pinyin: lis shjin ), were student-led demonstrations held in Tiananmen Square, Beijing, during 1989. But theres more. However, they have established themselves as a quality brewery with a loyal following among beer drinkers in San Diego. The following table of beneficial ownership sets forth information regarding beneficial ownership of the Companys shares as of the date of this Offering Circular. Alan comes from a four-branch military family. The Company's ability to compete depends, in part, upon a number of factors outside the Company's control, including the ability of the Company's competitors to develop alternatives that are superior. Trustees and other fiduciaries of qualified retirement plans or IRAs that are set up as part of a plan sponsored and maintained by an employer, as well as trustees and fiduciaries of Keogh Plans under which employees, in addition to self-employed individuals, are participants (together, ERISA Plans), are governed by the fiduciary responsibility provisions of Title 1 of the Employee Retirement Income Security Act of 1974 (ERISA). Unfortunately, the pandemic halted contract brewing operations and the Company could not contract brew any of its beer nor could it continue to test market its products through most of 2020, but the Company resumed contract brewing with its production partners in December of 2020. The Offering is being conducted on a best-efforts basis without any minimum number of Shares or amount of proceeds required to be sold. 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 Amount Of Capital The Company Is Attempting To Raise In This Offering May Not Be Enough To Sustain The Company's Current Business Plan. Shares of stock or notes which the Company sells could be sold into any market that develops, which could adversely affect the market price. Investors may not withdraw their funds tendered from the escrow account or holding account unless the Offering is terminated without a closing having occurred. The spread of a disease could lead to unfavorable economic conditions, which would adversely impact our operations. Kendall Almerico, securities counsel to the Company, is the holder of an option to exercise for 112,827 Shares of Class C Common Stock of the Company. The companys commitment to quality and its dedication to providing veterans with job opportunities makes it a great choice for those looking for an ethical and profitable way to invest their money. 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). 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. Any fiduciary, participant or beneficiary considering an investment in Shares by a qualified retirement plan IRA or Keogh Plan should examine the individual circumstances of that plan to determine that the investment will not be a prohibited transaction. Revenue. If all of the Shares in this Offering are fully subscribed and sold, the Shares offered herein will constitute approximately 16.19% of the total outstanding shares of the Company. Accordingly, the Company's initial business model may not be successful and may need to be changed. 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. AB InBev is by far the world's largest beer company. and capacity. PLEASE REVIEW ALL RISK FACTORS ON PAGE 15 THROUGH PAGE 41 BEFORE MAKING AN INVESTMENT IN THIS COMPANY. Ongoing questions surrounding COVID-19's origins are a vexing irritant in the U.S. and China relationship, with tensions between Washington and Beijing newly roiling over the discovery of a Chinese spy balloon in late January, plus Beijing's close ties with Russia amid its war in Ukraine and the risk of conflict related to Taiwan. Integral Transfer Agency USA Inc. will serve as transfer agent to maintain shareholder information. You can "enlist" by investing $200 to $499, at which point you'll. However, since the market hit the reset button on AB InBev (shares are down nearly 30% since the start of 2020), the company trades more like the value stock it is -- reflecting slow but steady sales, consistent profitability, and a small dividend for investors seeking income. The Use of Proceeds is an estimate based on the Companys current business plan. 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. are offering to sell, and seeking offers to buy, the Shares only in jurisdictions where offers and sales are permitted. I have two uncles who wereMarines, one of which was a Purple Heart recipient, and then I have another uncle and three cousins that went to West Point. The Company has also paid a FINRA 5110 filing fee of $1,625.00. The offering circular is available to download here for you to read and review before you invest. 4 A close associate of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close relationship with such senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of such senior foreign political figure. The Company's success is heavily dependent upon the continued active participation of the Company's current executive officers, as well as other key personnel and contractors. See Plan of Distribution., (2) Does not reflect payment of expenses of this Offering, which are estimated to not exceed $200,000.00 and which include, among other things, legal fees, accounting costs, reproduction expenses, due diligence, marketing, consulting, broker-dealer out-of-pocket expenses, administrative services, technology provider fees, banking fees, other costs of blue sky compliance, and actual out-of-pocket expenses incurred by the Company selling the Shares, but which do not include any type of commissions to be paid to any broker-dealer. In addition to owning equity in our company, we give you special perks depending on the amount you invest. The Company maintains its cash with a major financial institution located in the United States of America, which it believes to be credit worthy. This litigation could result in substantial costs and diversion of resources and could materially adversely affect the Company's future operating results. The company has many military veterans on staff, including Director of Military RelationsRobert ONeill. The fees and expenses of the Drag-Along Seller incurred in connection with a Drag-Along Sale and for the benefit of all shareholders (it being understood that costs incurred by or on behalf of a Drag-Along Seller for its sole benefit will not be considered to be for the benefit of all shareholders), to the extent not paid or reimbursed by the Company or the independent purchaser, shall be shared by all the shareholders on a pro rata basis, based on the consideration received by each shareholder; provided, that no shareholder shall be obligated to make any out-of-pocket expenditure before the consummation of the Drag-Along Sale. *** Restrictions apply. You will be required to represent that you are purchasing the securities for your own account, for investment purposes and not with a view to resale or distribution thereof. The Company would also likely have to pay fines, penalties and/or other assessments imposed as a result of any data security breach. Dividends, if ever declared, may be paid in cash, in property, securities or in stock of the Company, subject to the provisions of law, the Companys Bylaws and the Certificate of Incorporation. The Company had no product returns from January 1, 2020 to December 31, 2020. Kirin isn't a growth business, though, and sales have been stagnant for years. The use of Dwollas balance functionality is solely as a payment service that facilitates faster transfers in the event that the user decides to become an investor by purchasing securities. Dalmore will refund a portion of the $5,000.00 payment to the extent it is not used, incurred or provided to the Company. (Name, address, including zip code, and telephone number, including area code, of agent for service), (Primary Standard Industrial Classification Code Number). 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. This is a cause that is dear to the hearts of many Americans, and its nice to see a company supporting it.Finally, the company has plans to expand its operations in the near future. The Companys Operating Results and Cash Flow May Be Adversely Affected by Unfavorable Economic, Financial and Societal Market Conditions. THE COMPANY RESERVES THE RIGHT TO DENY THE PURCHASE OF THE SECURITIES BY ANY FOREIGN PURCHASER. When you invest in Armed Forces Brewing Co. for as little as $200, you join an elite team alongside famed Navy SEAL Team 6 Operator Robert J. ONeill and other Special Forces Operators as an owner of our Military tribute brewery, helping employ Veterans to make great American beer. Any such sales would generate gains and losses as measured by the difference between the amount of sale proceeds and the adjusted basis of the assets sold. Bob is presently the Maintenance Manager for Lallemand/American Yeast based in Baltimore, Maryland, a position he has held since 2017. He avoids Northern Ireland and Matt Hancock's leaked WhatsApps at first, instead choosing to challenge the prime minister on the cost . Armed Forces Brewing Company offers tours of the brewery, and they also host events such as live music and trivia nights. BAGHDAD -. Various parties can be on title for a VA home loan. The Companys independent auditors have raised doubts about the Companys ability to continue as a going concern. Classification of our assets of as plan assets could adversely affect both the plan fiduciary and management. In addition, courts outside the United States are sometimes less willing to protect trade secrets. You may not be able to liquidate your investment for any reason in the near future. CAUTION REGARDING FORWARD-LOOKING STATEMENTS, This Form 1-A, Offering Circular and any documents incorporated by reference herein or therein contain forward-looking statements. He is anArmed Forces Brewing Companydirector instrumental in quality control. A prolonged disruption to brewing activities (e.g., due to fire, industrial action, health concerns or any other cause) at the Companys brewing site or those of its contract brewers could have a material adverse effect on the Companys ability to brew its products. 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. The Company generates revenues by selling beer. The Offering will remain open for 360 days from the date of this Offering Circular, unless terminated for any reason at the discretion of the Company, or unless extended by the Company. The Shares will not be subject to further calls or assessment by the Company. This provision does not apply to legal actions arising under the Securities Act of 1933 or the Securities Exchange Act of 1934. Investment Securities. As of December 31, 2020, the Company had $18,962 in cash and cash equivalents. We. Armed Forces Brewing Co. Are you over 21 years of age? Some of them may have concurrent responsibilities at other entities. Alan manages the companys business operations, brand development, military relationships, sales and marketing, and distribution logistics. A portion of all proceeds from sales goes towards helping veterans and active duty service members through organizations like The Mission Continues and Team Rubicon. Property and Equipment. So why invest in Kirin Holdings? We do not have an obligation under ERISA or the Code with respect to such reports or valuation although management will use good faith efforts to assist fiduciaries with their valuation reports. At the time of this filing, many restaurants and bars are shut down or operating in a limited capacity. The price at which the Shares are being offered has been arbitrarily determined by the Company. Further, the Company's success and achievement of the Company's growth plans depend on the Company's ability to recruit, hire, train and retain other highly qualified technical and managerial personnel. Therefore, the. AN INVESTMENT IN THIS OFFERING IS HIGHLY SPECULATIVE, AND YOU SHOULD ONLY INVEST IF YOU ARE PREPARED TO LOSE YOUR ENTIRE INVESTMENT. Increasing the amount of additional equity that the Company will have to seek in the future will further dilute those investors participating in this Offering. Earned the Beer Foodie badge! If Circle is used, the Holding Account will be a linked bank account through Silvergate Bank or another financial institution within the Circle Internet Financial Limited payment infrastructure which is set up to hold funds paid by Investors into the Company's Offering pending the acceptance by the Company or the Broker-Dealer, and a closing of the Offering for which the funds were paid. 734 S. 7th St. Grand Junction, CO 81501 Phone: 970-242-5050 Email: webmaster . The Company may be subject, in the ordinary course of business, to losses resulting from accidents, acts of God and other claims against us, for which the Company may have no insurance coverage. If consumption of the Companys products in general were to come into disfavor among domestic drinkers, or if the domestic beer industry were subjected to significant additional societal pressure or governmental regulations, the Companys business could be materially adversely affected. PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS OFFERING CIRCULAR, OR OF ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY OR ANY OF ITS EMPLOYEES, AGENTS OR AFFILIATES, AS INVESTMENT, LEGAL, FINANCIAL OR TAX ADVICE. You should read the following discussion and analysis of the Company's financial condition and results of the Company's operations together with the Company's financial statements and related notes appearing at the end of this Offering Circular. James Clark is the Deputy Editor of Task & Purpose and has been with the publication since 2015. They have something for everyone, and their beers are always of the highest quality. It. translate into revenue or profitability for the Company. Our team that is present will hand sign your target after the shooting event. For the period of January 1, 2020 through December 31, 2020 as the Company had no taxable income. As the Company is still in the early stages of development, no material tax provision exists as of the balance sheet date. ARMED FORCES BREWING COMPANY PINT GLASS. Despite this, should the Company provide such indemnification, it could have a material adverse effect on the Company. 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. From and after the effective date of a Drag-Along Notice, the Company, its board of directors, and every shareholder must do the following: (i) cooperate in good faith to authorize and consummate the Approved Sale; (ii) take all reasonably necessary actions that are requested by the board of directors or the Drag-Along Seller in connection with the consummation of the Approved Sale; (iii) if the Approved Sale requires the vote or approval of shareholders or any class of shareholders, each shareholder who is entitled to approve or vote on the Approved Sale shall approve, vote in favor of, give its consent to, raise no objection against, and refrain from exercising any appraisal or dissenters rights. The Company has not authorized anyone to provide you with information different from that contained in this Form 1-A and Offering Circular. Investor will participate in a military-based planned activity to be announced with members of the Companys management and advisors. 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. 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. May be adversely Affected by unfavorable economic conditions, which would adversely impact our operations effect the... Responsibilities at other entities unless the Offering Circular to maintain shareholder information estimate based on amount... Including SpaceX are PREPARED to LOSE your entire investment following table of beneficial ownership sets forth information regarding ownership. Be sold about the commercial, and distribution logistics events such as live music and trivia nights FINRA. 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