When the Company issues more Shares or other securities, the percentage of the Company that you own will decrease, even though the value of the Company may increase. any discussion of the timing or nature of future operating or financial performance or other events. Armed Forces Brewing Company is a veteran-owned and operated brewery located in San Diego, California. Recent changes to Regulation A promulgated under the Securities Act prohibit an issuer from claiming an exemption from registration of its securities under such rule if the issuer, any of its predecessors, any affiliated issuer, any director, executive officer, other officer participating in the offering of the interests, general partner or managing member of the issuer, any beneficial owner of 20% or more of the voting power of the issuers outstanding voting equity securities, any promoter connected with the issuer in any capacity as of the date hereof, any investment manager of the issuer, any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with such sale of the issuers interests, any general partner. have a material adverse effect on its business. The idea caught fire, leading to the first Starbucks to unionize. 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 Insurance Strategy May Not Be Adequate To Protect Us From All Business Risks. 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. If at any time, the Drag-Along Seller receives a bona fide offer from an Independent Purchaser for a Drag-Along Sale, the Drag-Along Seller shall have the right to require that each other shareholder participate in the sale in the manner provided in the Bylaws; provided, however, that no shareholder is required to transfer or sell any of its shares if the consideration for the Drag-Along Sale is other than cash or registered securities listed on an established U.S. securities exchange or traded on the NASDAQ National Market. THE COMPANY MAY REJECT ANY OFFER IN WHOLE OR IN PART AND NEED NOT ACCEPT OFFERS IN THE ORDER RECEIVED. Upon acceptance by the Company of a subscription, a confirmation of such acceptance will be sent to the investor. $0. It is anticipated that income and gain from an investment in the Shares will not be taxed as UBTI to tax exempt shareholders, because they are participating only as passive financing sources. The Company complies with the requirements of ASC 340-10. His grandfather, father, brother, nephew, 2 uncles, and several cousins all served in the U.S. Military. The Company intends to purchase or build one or more breweries, and to reduce reliance on contract brewing. The filing was accepted and the conversion to a corporation became official on or about September 8, 2020. Net Loss. Further, the importance of brand recognition will increase as competition in the market increases. The Company does not expect to declare dividends for holders of Shares in the foreseeable future. There can be no assurance that the Company will effectively manage such increasing complexity without experiencing future planning failures, operating inefficiencies, insufficient employee training, control deficiencies or other issues that could have a material adverse effect on the Companys business and financial results, The Company may continue to avail itself of contract brewing at third-party breweries. We plan to build a team to scale Armed Forces Brewing Company across the country, and eventually internationally as well. The risk of unauthorized circumvention of such security measures has been heightened by advances in computer capabilities and the increasing sophistication of hackers. Various parties can be on title for a VA home loan. These companies are in the middle of it. These sales may also make it more difficult for us to sell equity or equity-related securities at a time and price that the Company deems reasonable or appropriate. This button displays the currently selected search type. The subscription agreement for this Offering includes a forum selection provision that requires any claims against the Company based on the subscription agreement to be brought in a court of competent jurisdiction in the State of Maryland other than claims brought to enforce any duty or liability created by the Securities Act of 1933 or the Securities Exchange Act of 1934, or the rules and regulations thereunder. 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. This tiny segment won't rekindle growth overnight for Japan's No. These cautionary statements qualify all forward-looking statements attributable to the Company or persons acting on its behalf. Overall, though, Armed Forces Brewing Company seems like a solid investment for those looking to support a good cause and enjoy some delicious beer. The photographs, drawings and graphics on the website and in any marketing materials are for illustrative purposes only. If the maximum Offering amount is not sold, the Company may need to incur additional debt or raise additional equity in order to finance the Companys operations. It is not currently contemplated that registration under the Securities Act or other securities laws will be affected. The Companys present business and planned business are speculative and subject to numerous risks and uncertainties. Proceeds from the stock offering will be used to acquire a brewing facility to maximize production so the company can reach as many Americans as possible. In June 2019, the Company launched distribution into 12. stores and taprooms in the Norfolk, Virginia Beach, and Hampton Rhodes area of Virginia through Barrel Beverage Distributors. Revenue is recognized when performance obligations under the terms of the contracts with our customers are satisfied. If the Approved Sale is structured as a sale of shares, each shareholder will receive the consideration for its shares that is set forth in the acquisition agreement for the Approved Sale. . It also has several wine and spirits brands and an almost 40% stake in marijuana business Canopy Growth (NASDAQ:CGC), making it one of the largest diversified beverage companies around. 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. He isa Network Systems Engineer and Team Leader for the U.S. Department of Defense in Ft. Meade Maryland and has been in that role since 2009. 2023 Stars and Stripes. Any of such events or occurrences could have a material adverse effect on the Companys financial results and on your investment. Armed Forces Brewing Companywas selected. tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Trustees and other fiduciaries making the investment decision for any qualified retirement plan, IRA or Keogh Plan (or beneficiaries exercising control over their individual accounts) should also consider the application of the prohibited transactions provisions of ERISA and the Code in making their investment decision. 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. Changes in Tax, Environmental and Other Regulations, Government Shutdowns or Failure to Comply with Existing Licensing, Trade or Other Regulations Could Have a Material Adverse Effect on the Companys Financial Condition. Limitation of Liability and Indemnification of Officers and Directors. Bob is in rare company to be one of a handful of brewers to win the Maryland Governors Cup for Excellence in Craft Beer Brewing. 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. It also exports its products to Canada, Europe, Asia, and Australia. The company donates a portion of its proceeds to organizations that support the military community, such as the Wounded Warrior Project and Operation Homefront. The warrants may be exercised by Dalmore or their assigns for no cost ($0.00 per share) and will, when exercised, provide Dalmore or their assigns with Shares of Class C Common Stock. 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 valuation was arbitrarily determined by the Company, and not by an independent third party applying a specified valuation criteria. The availability for sale of substantial amounts of Stock by officers, directors and/or other insiders could reduce prevailing market prices for the Companys securities in any trading market that may develop. Robert is Armed Forces Brewing Cos Military Relations Director, a member of our Board of Directors and our National Brand Ambassador. Chief Executive Officer, Chief Financial Officer and Director. Additionally, early-stage companies inherently involve greater risk than more developed companies. ARMED FORCES BREWING COMPANY @ArmedForcesBC We celebrate our country, military, and beer! The Companys planned sources of revenue include: (1) wholesale beer sales, (2) retail beer sales, (3) food and beverage sales in taprooms and restaurants and (4) merchandise. Property, Plant and Equipment (PP&E) $3,584. There is no pending litigation or proceeding involving any of the Companys directors or officers as to which indemnification is required or permitted, and the Company is not aware of any threatened litigation or proceeding that may result in a claim for indemnification. We plan to eventually acquire an existing brewery or build our own facility. An important part of Armed Forces Brewings mission is to use our success to give back to our brave men and women currently deployed, and our veterans, who have served our country in the defense of freedom. 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. The purchase of the Companys Shares involves substantial risks. Although the Company expects to develop arrangements with distributors, growth will require it to maintain such relationships and enter into agreements with additional distributors. The Shares are being offered on a best-efforts basis to an unlimited number of accredited investors and an unlimited number of non-accredited investors only by the Company and through Dalmore Group, LLC (Dalmore), a broker/dealer registered with the Securities and Exchange Commission (the SEC) and members of the Financial Industry Regulatory Authority (FINRA). Reliance on Company-Owned Production Facilities, Reduced Availability of Breweries Owned by Others, and Inability to Leverage Investment in the Company-Owned Breweries Could Have A Material Adverse Effect on the Companys Operations or Financial Results. All five armed services are among the seven uniformed services of the United States.From the time of its inception, the U.S. Armed Forces played a decisive role in the history of the United States. 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. 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. IF THE PURCHASER LIVES OUTSIDE THE UNITED STATES, IT IS THE PURCHASER'S RESPONSIBILITY TO FULLY OBSERVE THE LAWS OF ANY RELEVANT TERRITORY OR JURISDICTION OUTSIDE THE UNITED STATES IN CONNECTION WITH ANY PURCHASE OF THE SECURITIES, INCLUDING OBTAINING REQUIRED GOVERNMENTAL OR OTHER CONSENTS OR OBSERVING ANY OTHER REQUIRED LEGAL OR OTHER FORMALITIES. Each shareholder who holds uncertificated shares of the Company authorizes the Secretary of the Company to transfer its shares on the books of the Company in connection with an Approved Sale and shall execute all documentation required by the Company with respect to that transfer. 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. Seven years later, that thought has turned into a growing business producing three beers that will soon be sold at a major nationwide retailer. . famous Navy Seals in the world. This experienced management team will lead the charge into our bar and restaurant operations in the future which will help to further establish our brands. Should an interruption occur, the Company could experience temporary shortfalls in production and/or increased production and/or distribution costs and be required to make significant capital investments to secure alternative capacity for certain brands and packages, the combination of which could have a material adverse effect on the Companys business and financial results. The Company cannot be certain that any such financing will be available on acceptable terms, or at all, and its failure to raise capital when needed could limit its ability to continue its operations. The estimated Offering Expenses in this chart 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 fees paid to Dalmore or any type of commissions to be paid to any broker-dealer. The Offering Price For The Shares of Class C Common Stock Being Sold In This Offering Has Been Determined By The Company. The Company also believes that the importance of brand recognition will increase due to the relatively low barriers to entry in the Company's market. The brewery was founded in 2012 by three veterans of the United States Marine Corps: Chris Christoffersen, Brad Williams, and Matt corporal.The brewerys mission is to create world-class beer that honors our military service and inspires patriotism. Bootstrap Brewing has won numerous awards for its beers, including a gold medal at the Great American Beer Festival and a silver medal at the World Beer Cup.Bootstrap Brewings beers are available in Colorado, Kansas, Nebraska, Wyoming, and New Mexico. The indemnification provisions of the Companys Bylaws contain additional rights and obligations related to this subject. The Company is offering a Maximum Offering of up to $7,500,000.00 of its Shares. The Subscription Agreement contains forum selection provisions identifying the state of Maryland as the exclusive forum for certain legal actions. Except as required by Delaware law, each holder of Class A Common Stock, as such, shall be entitled to one vote for each share of Class A Common Stock held of record by the holder on all matters on which shareholders generally are entitled to vote. The average effective cash contribution for Shares acquired by investors in transactions during the past year prior to December 31, 2020 was $0 per Share, whereas the public contribution under this Offering will be $10.00 per Share. The Company may not be able to accomplish these tasks, and its failure to accomplish any of them could prevent us from successfully growing the Company. If you pay for your subscription using a credit card, the payment will be processed by Circle, Dwolla or Sila or another entity affiliated or not affiliated with those companies. This Offering Will Commence Upon Qualification of this Offering by, the Securities and Exchange Commission and Will Terminate 365 days from. The Companys future operating expenses and margins could be dependent on its ability to manage the impact of such cost increases. The Company had $30,881 revenue from January 1, 2018 to December 31, 2019. The Shares being offered in this Offering Circular have no voting rights. The Company reserves the unqualified discretionary right to reject any subscription for Shares, in whole or in part. 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. 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. Is armed Forces Brewing Company a good Investments, What are the Common risk factors in cryptocurrency, Stock futures fall in overnight trading as Microsoft reverses earlier gains. The USA Patriot Act is designed to detect, deter and punish terrorists in the United States and abroad. AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. Management performs these functions as a whole. As of December 31, 2020, the Company is operating as a going concern. An investment in the Companys Shares is speculative and there is no assurance that investors will obtain any return on their investment. The company is a product of the merger between U.S.. In addition, such unrelated business taxable income may result in a tax preference, which may be subject to the alternative minimum tax. There can be no assurance, however, that any value so established (i) could or will actually be realized by the IRA, ERISA Plan or Keogh Plan upon sale of the Shares or upon liquidation of us, or (ii) will comply with the ERISA or Code requirements. 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. 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. Armed Forces Brewing Company is here. The tax character of any gain resulting from the sale of such property would probably be ordinarily up to the amount of the asset's accumulated depreciation or amortization and long-term capital gain to the extent of the excess. 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. A sense of national unity and identity was forged as a result of victory in the First Barbary War and the Second Barbary War. The warrants may be exercised by Dalmore or their assigns for no cost ($0.00 per share) and will, when exercised, provide Dalmore or their assigns with shares of Class C common stock. If the maximum amount is raised in this Offering, investors in this Offering will own approximately 16.19% of the Company. We. Different rules apply to accredited investors. Armed Forces Brewing Company, Inc. (A Delaware Corporation) 1420 Catlyn Place Annapolis, MD 21401 410-999-4117 www.ArmedForcesBrewingCo.com 750,000 Shares of Non-Voting Class C Common Stock at $10.00 per Share Minimum Investment: 20 Shares of Non-Voting Class C Common Stock ($200.00) Maximum Offering: $7,500,000.00 Finally, the beer industry has seen continued consolidation among brewers in order to take advantage of cost savings opportunities for supplies, distribution and operations. The Companys Expenses Could Increase Without a Corresponding Increase in Revenues. The Company had $12,843 in revenue from January 1, 2020 to December 31, 2020. The payment of dividends on the Companys Shares will depend on earnings, financial condition and other business and economic factors affecting it at such time that management may consider relevant. So, is Armed Forces Brewing Company a good investment? Armed Forces Brewing Company is owned by Military Veterans and is known for great tasting beers as well as its outrageous and patriotic videos for its public stock offering, which has. When expanded it provides a list of search options that will switch the search inputs to match the current selection. The Chinese military is a branch of the People's Republic of China Armed Forces and contains the land, naval, air, and strategic missile forces. The information on this website was created by Armed Forces Brewing Company, Inc. to assist with marketing our Regulation A stock offering. If so, further dilution will occur, but these shares that may be converted are not reflected in the two tables and are not included in any dilution calculations in this Offering Circular. Direct and indirect energy costs change unpredictably. Wait, famous Navy SEAL Team 6 Operator @mchooyah has a beer company that pays tribute to the Military and employs Veterans? If the Drag-Along Seller approves a Drag-Along Sale (an Approved Sale), the Drag-Along Seller shall deliver a written notice (a Drag-Along Notice) to the Company and each shareholder no more than 10 days after the execution and delivery by all of the parties thereto of the definitive agreement entered into with respect to the Approved Sale and, in any event, no later than 20 days before the closing date of the Approved Sale. Contributing to distribution risk is the fact that the Companys distribution agreements will likely be terminable by the distributors on relatively short notice. from around the world. Depending on where you reside, we may not be able to ship beer to you. 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. In addition to the veteran and spouse, two or more persons who intend to hold title may be placed on the mortgage with the veteran. This amount represents the proceeds of the Offering to the Company, which will be used as set out in Use of Proceeds., (3) There are no finders fees or other fees being paid to third parties from the proceeds, other than those disclosed above. The Companys Operating Plan Relies In Large Part Upon Assumptions And Analyses Developed By The Company. The period of January 1, 2019 to December 31, 2019. None of the Securities Offered Are Being Sold By Present Security Holders. 21 & up. 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. At each closing, with respect to subscriptions accepted by the Company, funds held in the escrow account or holding account will be distributed to the Company, and the associated Shares will be issued at that time to the investors that purchased such Shares. Should such additional broker-dealers be engaged, an amendment to this Offering Circular will be filed disclosing the additional fees. 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. Further, even if these efforts are successful, they may not be cost-effective. 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. They may not be Adequate to Protect Us from all business risks build is armed forces brewing company, a good investment or more,. Not be able to ship beer to you acting on its ability to the... Company had $ 12,843 in revenue from January 1, 2019 designed to detect deter. Selection provisions identifying the state of Maryland as the exclusive forum for legal! The United States and abroad Upon Assumptions and Analyses developed by the distributors on relatively notice! Upon Assumptions and Analyses developed by the distributors on relatively short notice the Second Barbary and! 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