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. Beer is big business, but it's not a high-growth industry. 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. Many of its competitors have substantially greater financial, technical and other resources, such as larger research and development staff and experienced marketing organizations. Such funds will be deposited into the Escrow Account, bank account or holding account and released to the Company at each closing. This Form 1-A and Offering Circular are submitted in connection with the Offering described herein and may not be reproduced or used for any other purpose. This is not a contingent offering, and the Company plans to hold its first closing approximately three weeks after the qualification of the Offering. The company was founded in 2014 by two military veterans, Adam and Tim. A Sanctioned Country means a country subject to a sanctions program identified on the list maintained by OFAC and available at www.ustreas.gov/offices/enforcement/ofac/sdn or as otherwise published from time to time. Save my name, email, and website in this browser for the next time I comment. If the Company decides to issue more Shares or other securities, an investor could experience value dilution, with each Share being worth less than before, and control dilution, with the total percentage an investor owns being less than before. If the Company is sued in connection with any data security breach, the Company could be involved in protracted and costly litigation. 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). Deterioration in the brand equity (brand image, reputation and product quality) of the Company or its products may have a material adverse effect on its financial results as well as your investment. 2. The company has won several awards for their beers, including a gold medal at the 2014 Great American Beer Festival for their American Pale Ale. The company donates a portion of its proceeds to organizations that support the military community, such as the Wounded Warrior Project and Operation Homefront. Funds will be promptly refunded without interest, for sales that are not consummated. The inability to attract and retain the necessary personnel, consultants and advisors could have a material adverse effect on the Company's business, financial condition or results of operations. ARMED FORCES BREWING COMPANY 16 OZ BELGIAN BEER GLASS. Should one or more of these risks or uncertainties materialize or should any of these assumptions prove incorrect or change, the Company's actual operating and financial performance may vary in material respects from the performance projected in these forward-looking statements. Investors should pay careful attention to the number of convertible notes that a company has issued and may issue in the future, and the terms of those notes. The term fiduciary is defined generally to include any person who exercises any authority or control over the management or disposition of plan assets. The Shares of Class C Common Stock are an investment in equity. This provision may have the effect of limiting the ability of investors to bring a legal claim against the Company due to geographic limitations. Invest Now Company Name Armed Forces Brewing Co., Inc Max Offering The Shares that Dalmore or their assigns will receive upon exercising their warrants will be restricted securities meaning they are not fully liquid, free trading shares unless the restrictions are lifted in accordance with applicable law. Bootstrap Brewing is a veteran-owned and operated craft brewery in Lafayette, Colorado. Money laundering is the process of disguising illegally obtained money so that the funds appear to come from legitimate sources or activities. In addition to the shares in Armed Forces Brewing Company Inc. you purchase, each investor at the various investment levels below will receive the following perks from us. An investment in the Companys Shares is speculative and there is no assurance that investors will obtain any return on their investment. $0. We are more than a local craft beer. The Company plans to address this through its own breweries, but this method may cause additional problems including supply chain struggles under increased volume and increased operational and freight costs. In addition, Armed Forces Brewing Company was named one of the Top 30 Veteran-Owned Businesses by Military Times in 2015.If youre looking for a veteran-owned and operated business that produces high-quality craft beer, then Armed Forces Brewing Company is definitely worth checking out. Trade receivables from customers are uncollateralized customer obligations due under normal trade terms, primarily requiring payment before services are rendered. 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 Company Currently Has Limited Marketing In Place. The pandemic led to a sharp increase in at-home alcohol consumption. THE COMPANY MAY REJECT ANY OFFER IN WHOLE OR IN PART AND NEED NOT ACCEPT OFFERS IN THE ORDER RECEIVED. A product thousands of years in the making, modern beer is now a basic staple of the global economy. This thread is archived . The company was founded in 2014 by two former Navy SEALs, Chrisf active military members, reservists, and veterans.The brewerys mission is to create world-class craft beer that celebrates the brave men and women of the United States Armed Forces.A portion of the proceeds from every sale goes towards supporting military charities. Unless Extended For Up To Another 365 days or Terminated Earlier By The Issuer. In addition, the Company expects to incur substantial operating expenses in order to fund the expansion of the Company's business. These adverse conditions could affect the Company's financial condition and the results of its operations. 3 Immediate family of a senior foreign political figure typically includes such figures parents, siblings, spouse, children and in-laws. Articles may contain affiliate links which enable us to share in the revenue of any purchases made. 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. whether as a result of new information, future events or otherwise. Certain states are considering or have passed laws and regulations that allow the sale and distribution of marijuana. The minimum investment amount for a single investor is $200.00 for 20 Shares unless reduced on a case-by-case basis by the Company. If you acquire the Shares, you will have no effective voice in the management of the Company. Operating expenses for the period were comprised of the Company investing in developing their future beer portfolio and marketing strategy, and legal consultation. There is no minimum subscription amount required (other than a per investor minimum purchase) to distribute funds to the Company. Seven years later, that thought has turned into a growing business producing three beers that will soon be sold at a major nationwide retailer. The amendments specify that existing guidance for capitalizing implementation costs incurred to develop or obtain internal-use software also applies to implementation costs incurred in a hosting arrangement that is a service contract. Armed Forces Brewing Company is dedicated to producing high-quality, handcrafted beers that honor the service and sacrifice of the men and women of the United States Armed Forces.The companys flagship beer is its West Coast IPA, which is a tribute to the Marines 3rd Battalion, 5th Marine Regiment, also known as The Darkhorse Battalion. The Darkhorse Battalion has a long history of distinguished service, dating back to World War II. 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. According to their website, they boast a 95% success rate and target returns of between 1.2-2x investment. Armed Forces Brewing Company also offers a variety of other beers, including an IPA, a stout, and a wheat beer. The maximum aggregate amount of the Shares offered is $7,500,000.00 (the Maximum Offering). As such, you will not be afforded protection, by any provision of the Shares or as a Shareholder, in the event of a transaction that may adversely affect you, including a reorganization, restructuring, merger or other similar transaction involving the Company. The Company Is Dependent Upon Its Management, Founders, Key Personnel and Consultants to Execute the Business Plan, And Some Of Them Will Have Concurrent Responsibilities At Other Companies. The stock could be a great addition for investors seeking income from their portfolios. The Shares being offered are held in book-entry form. However, management is aware that any capital raise involves uncertainty and investors should be aware that this material event and the uncertainty surrounding it make the reported financial information herein not indicative of potential future operating results or of our future financial condition. My phone advertised me the announcement of the brewery last week as being different than other breweries. 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. As of December 31, 2020, accumulated depreciation totaled $1,808. 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. 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. Charge to Retained Earnings for pre-inception costs: $42,675. A host of factors beyond the Company's control could cause fluctuations in these conditions. 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. These provisions could also limit the price that investors might be willing to pay in the future for the Shares. Stock Advisor list price is $199 per year. They involve risks, uncertainties (many of which are beyond the Company's control) and assumptions. At each closing, funds held in the Escrow Account or Holding Account will be distributed to the Company, and the associated Shares will be issued to all investors at time of each closing for investors whose funds and subscription have been cleared. The Company expects to sell most of its alcoholic beverages to independent beer distributors for distribution to retailers and, ultimately, to drinkers. Armed Forces Brewing Company is a small, veteran-owned brewery located in San Diego, California. The Company Will Be Dependent on Its Distributors. 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. Fiduciaries of certain ERISA Plans which provide for individual accounts (for example, those which qualify under Section 401(k) of the Code, Keogh Plans and IRAs) and which permit a beneficiary to exercise independent control over the assets in his individual account, will not be liable for any investment loss or for any breach of the prudence or diversification obligations which results from the exercise of such control by the beneficiary, nor will the beneficiary be deemed to be a fiduciary subject to the general fiduciary obligations merely by virtue of his exercise of such control. The Cost of Establishing and Operating A Brewery and Planned Restaurants and Bars May Be Higher Than Expected. Armed Forces Brewing may be based in Annapolis, Maryland, home of the U.S. You should be aware of the long-term nature of your investment in the Company. About This Form 1-A and Offering Circular, In making an investment decision, you should rely only on the information contained in this Form 1-A and Offering Circular. 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. Accordingly, our employees, directors, executive officers and insider shareholders may have the power to control the election of our directors or managers and the approval of actions for which the approval of our shareholders is required. One of Beals goals for the company is to be 70% veterans as a way to keep the brand strong and give back to those whove served. The Company believes that the funding to be obtained through this Offering will have a material impact on future operations. Im proud to work with some great Americans making great American beer, ONeill said in a July 6 statement. Armed Forces Brewing Company is selling off 750,000 shares, which is 16.19 percent of the business. Investing In This Offering Using A Credit Card Has Several Risks. Alternatively, if a court were to find this exclusive forum provision inapplicable to, or. The Shares of Class C Common Stock Offered Herein Do Not Have Voting Rights. After retiring from the Army, George decided to pursue his passion for brewing and started Armed Forces Brewing Company.The company is based out of San Diego, California, and all of their beers are brewed in small batches using only the highest quality ingredients. COVER PAGE OF REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933. The West Coast IPA is brewed with Cascade, Chinook, and Simcoe hops, and has a 6.8% ABV.In addition to its West Coast IPA, Armed Forces Brewing Company also brews a rotating selection of seasonal and limited release beers. Changes in federal and other tax rates could have a significant effect on the Companys financial results. There is no relationship between the offering price and the Companys assets, book value, net worth, or any other economic or recognized criteria of value. 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. ONeill is one of the most highly decorated combat veterans of this era, serving as a combat leader for Seal Team 6. The Company May Be Unable To Manage Its Growth Or Implement Its Expansion Strategy, The Company may not be able to expand the Company's markets or implement the other features of the Company's business strategy at the rate or to the extent presently planned. You should be aware that there is uncertainty as to whether a court would enforce this provision of the Bylaws and/or these drag along rights and take that into account before making a decision to invest in the Company. Similar to issuing a cash rebate to a customer, issuing a share-based payment to a customer can incentivize additional purchases. Encryption software and the other technologies used to provide security for storage, processing and transmission of confidential customer and other information may not be effective to protect against data security breaches by third parties. 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 maximum gross proceeds from the sale of the Shares in this Offering are $7,500,000.00. The names and/or logos of Company brands may be challenged by holders of trademarks who file opposition notices, or otherwise contest, trademark applications by the Company for its brands. Stock options or a significant equity ownership position in the Company may be utilized by the Company in the future to attract one or more new key senior executives or others to manage and facilitate the Companys growth. Cash consists of currency held in the Companys checking account. The beer industry isn't the most exciting investment theme around. A Disruption In Brewing Activities Could Have A Material Adverse Effect. Charge to Retained Earnings for pre-inception costs was $42,675. Accordingly, no person should purchase the Shares unless he or she is willing to entrust all aspects of management to the Company. 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. Armed Forces Brewing Company. From there the investments jump up quite a bit, as do the titles. The company was founded in 2014 by two former Marines, Adam Firestone and David Walker. You may not be able to liquidate your investment for any reason in the near future. If you invest in the Shares, you will be subject to this provision and may be required to participate in such a sale as set out in the Bylaws. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. 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