He avoids Northern Ireland and Matt Hancock's leaked WhatsApps at first, instead choosing to challenge the prime minister on the cost . Consequently, as of the date of this Offering Circular, the Company has only limited assets, contributed by the founders and early investors. If These Assumptions Or Analyses Prove To Be Incorrect, The Companys Actual Operating Results May Be Materially Different From Its Forecasted Results. If the Company is not able to raise sufficient capital in the future, it will not be able to execute our business plan, our continued operations will be in jeopardy and the Company may be forced to cease operations and sell or otherwise transfer all or substantially all of our remaining assets, which could cause you to lose all or a portion of your investment. Best known for Kirin, one of Japan's largest beer labels. NO OFFERING LITERATURE OR ADVERTISING IN ANY FORM SHOULD BE RELIED ON IN CONNECTION WITH THE OFFERING EXCEPT FOR THIS OFFERING CIRCULAR, ANY EXHIBITS ATTACHED AND THE STATEMENTS CONTAINED IN BOTH. In order to obtain a trading symbol and authorization to have the Companys securities trade publicly, the Company must file an application on Form 211 with, and receive the approval by, the Financial Industry Regulatory Authority (FINRA) of which there is no assurance, before active trading of the Companys securities could commence. Integral Transfer Agency USA Inc. will serve as transfer agent to maintain shareholder information. Dalmore will not under any circumstance solicit any investment in the Company in this Regulation A Offering, provide investment advice to any prospective investor in this Regulation A Offering, or make any securities recommendations to investors in this Regulation A Offering. As this filing is being made, there is uncertainty as to if, or when, this will change. 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. The Companys offices are located at 1420 Catlyn Place, Annapolis, MD 21401. This provision may have the effect of limiting the ability of investors to bring a legal claim against the Company due to geographic limitations. The Company also relies upon, and will rely upon in the future, trade secrets. Federal regulations and Executive Orders administered by the OFAC prohibit, among other things, the engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. GENERALLY, NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. Denver Today, Colorado U.S. IT IS NOT POSSIBLE TO FORESEE ALL RISKS THAT MAY AFFECT THE COMPANY. 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. These prices do not necessarily accurately reflect the actual value of the Shares or the price that may be realized upon disposition of the Shares. Describing the concept as an "alternative to being pushed out or bought out from the mega commodity world," True Craft is Koch's answer to "market . Friendly, knowledgeable trader .Fast, convenient, affordable service. See the Plan of Distribution for details regarding the compensation payable in connection with this Offering. 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. THE INVESTMENT DESCRIBED IN THIS OFFERING CIRCULAR INVOLVES RISK AND IS OFFERED ONLY TO INDIVIDUALS WHO CAN AFFORD TO ASSUME SUCH RISKS FOR AN INDEFINITE PERIOD OF TIME AND WHO AGREE TO PURCHASE THE SECURITIES THAT ARE BEING OFFERED HEREUNDER ONLY FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARDS A TRANSFER, RESALE, EXCHANGE, OR FURTHER DISTRIBUTION OF SUCH. This Preliminary Offering Circular is following the offering circular format described in Part II of Form 1-A. The Companys principal shareholders may be able to control matters requiring approval by its shareholders, including mergers or other business combinations. Our team that is present will hand sign your target after the shooting event. Except as required by Delaware law or any designation with respect to any class of stock of the corporation, the entire shareholder voting power of the Company is vested solely and exclusively in the holders of the Class A Common Stock. The Company had net cash of $(155) on December 31, 2019. To help you understand these efforts, the Company wants to provide you with some information about money laundering and the Companys efforts to help implement the USA Patriot Act. Under Code Section 408(i), as amended by the Tax Reform Act of 1986, IRA trustees must report the fair market value of investments to IRA holders by January31 of each year. Robert ONeill, the former Navy SEAL who is widely credited with firing the shots that killed Osama Bin Laden, has a new mission: To get you to invest in a beer company. I knew it would be huge, said Beal, co-founder of what is nowArmed Forces Brewing Company. Despite this, the Company entered into an escrow agreement with PrimeTrust to provide escrow services for investor funds in this offering. 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. He has been involved in contract brewing for several international customers as well as fledgling nanobreweries. The Companys ability to obtain additional funding will determine its ability to continue as a going concern. Effective January 1, 2019, the Company adopted Accounting Standards Codification 606, Revenue from Contracts with Customers ("ASC 606"). They involve risks, uncertainties (many of which are beyond the Company's control) and assumptions. 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). In part, this alert states that investing using a credit card has several risks including, but not limited to high interest rates, credit risk, transaction fees, credit card abuse, unauthorized charges on your credit card statements and risks related to third-party payment processors. famous Navy Seals in the world. If the Companys securities ever publicly trade, they may be relegated to the OTC Pink Sheets. The Company urges you to carefully consider these matters, and the risk factors described in this Offering Circular, prior to making an investment in its Shares. 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. I have a grandfather who served in World War II. Jason is a co-founder of Armed Forces Brewing. Consequently, this is an uncommon growth stock in the alcohol investment world. While brewing and distributing great beer is the main focus of our initial operations, we plan to expand into other areas once funding is in place. The Company Has Significant Discretion Over The Net Proceeds Of This Offering, The Company has significant discretion over the net proceeds of this Offering. The directors and executive officers of the Company as of the date of this Offering Circular are as follows: Chief Executive Officer, Chief Financial Officer and Board of Directors Member. In addition, the assets of an ERISA Plan or Keogh Plan must be valued at their current value as of the close of the plans fiscal year in order to comply with certain reporting obligations under ERISA and the Code. ARMED FORCES BREWING COMPANY www.armedforcesbrewingco.com. Before investing, you should carefully read and carefully consider the following: The Company, The Alcohol, Restaurant and Bar Industry And The U.S. And Global Economies Have Been Substantially Affected By The Coronavirus Pandemic. $0. The risk of unauthorized circumvention of such security measures has been heightened by advances in computer capabilities and the increasing sophistication of hackers. He is an innovative force in the booming development of the Charlotte, NC restaurant and nightlife industry. The economic interest in the Company of a subscriber to this offering may be less than the percentage of overall Shares of Class C Common Stock to total equity or ownership of the Company. The Federal Deposit Insurance Corporation insures balances up to $250,000. As of right now, Armed Forces Brewing Company is not publicly traded on any stock market. As the Company has limited operational history, it is extremely difficult to make accurate predictions and forecasts on our finances. 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. 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 is no minimum subscription amount required (other than a per investor minimum purchase) to distribute funds to the Company. The Companys regular bank accounts, any escrow account and bank accounts that may be used to hold some investor funds while investors are going through the compliance process before a closing occurs, have federal insurance that is limited to a certain amount of coverage. Armed Forces Brewing Company, Inc. (We Armed Forces Brewing or the Company) is a Delaware corporation. The Company plans to undertake further equity financing which may be dilutive to existing Shareholders, including you, or result in an issuance of securities whose rights, preferences and privileges are senior to those of existing Shareholders, including you, and also reducing the value of Shares subscribed for under this Offering. On October 13, 1992, the Department of Labor issued regulations establishing criteria for determining whether the extent of a beneficiarys independent control over the assets in his account is adequate to relieve the ERISA Plans fiduciaries of their obligations with respect to an investment directed by the beneficiary. He believes this will be possible once the company has its own brewery with a sales team to bolster the 17 current team members. The brewery plans to expand distribution to other states in the future. In late 2019, a novel coronavirus (COVID-19) surfaced, reportedly, in Wuhan, China. You may not be able to liquidate your investment for any reason in the near future. The Company may face competition from new companies as well as existing companies entering their business space. THE CONTENTS OF THIS OFFERING CIRCULAR ARE NOT TO BE CONSTRUED AS LEGAL OR TAX ADVICE. 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 Exclusive Forum Provision In The Subscription Agreement May Have The Effect Of Limiting An Investors Ability To Bring Legal Action Against The Company And Could Limit An Investors Ability To Obtain A Favorable Judicial Forum For Disputes. ** Restrictions apply. If you decide to add some beer stocks to your portfolio, bear in mind some of these stocks can exhibit volatile price action. 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. The Company does not expect to update or otherwise revise this Form 1-A, Offering Circular or other materials supplied herewith except as required by law in which case the Company will file post-qualification amendments or offering circular supplements as facts and circumstances warrant. Since leaving active duty, ONeill is also the founder of the Special Operators Transition Foundation, which provides individualized transition support for special operations heroes and their families. *Travel and accommodations not included on any perk. Press Esc to cancel. With respect to an Approved Sale that is structured as a sale of all or substantially all the assets of the Company, each shareholder of the Company shall receive its share of the sale proceeds in accordance with the provisions of the Companys Certificate of Incorporation, Bylaws, and applicable law. If such a finding were made, the Company may lose its ability to rely upon exemptions under Regulation A, and, depending on the circumstances, may be required to register the Offering of the Companys Shares with the SEC and under applicable state securities laws or to conduct a rescission offer with respect to the securities sold in the Offering. 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. Updated Sep 30, 2021 11:07 AM EDT. Their goal is to become one of the largest craft breweries in California within the next five years.As the company continues to grow, they will likely face increased competition from other craft breweries in California. Director of Military Operations and Board of Directors Member. Once a user does purchase securities, the funds are transferred by VCU from the user's Dwolla balance to an account designated by the Company, in accordance with ACH instructions transmitted by the end user to the Dwolla platform. Generally, any veteran of the armed forces, or in certain cases their surviving spouse, can qualify for a VA loan. So why invest in Kirin Holdings? As of December 31, 2020, the net tangible book value of the Company was $(1,660) since the Company had generated $12,843 in revenue but had cumulative expenses equal to $58,950 and $215,000 in paid-in-capital. A subscription for Two Hundred Dollars ($200.00) or more in Shares may be made only by tendering to the Company an executed Subscription Agreement (Exhibit 1A-4) delivered with this Offering Circular and the subscription price in a form acceptable to the Company. Their goal is to produce the best tasting beer possible while also supporting the military community. he got into a Twitter fight with an airline for refusing to wear a mask, Investments in Armed Forces Brewing Company, You can read a more detailed breakdown of the perks, here. Armed Forces Brewing is distributed in Texas, Maryland, Virginia and Rhode Island and is about to expand to Florida and Alabama. That may AFFECT the Company entered into an escrow agreement with PrimeTrust to provide escrow for. 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