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. This legislation is broad and complex, and given its recent enactment, regulations or other interpretive guidance are currently limited. All funds received shall be held only in a non-interest-bearing escrow account or holding account. Many believe that this decline is due to declining alcohol consumption per person in the population, drinkers trading up to drink high quality, more flavorful beers, health and wellness trends and increased competition from wine and spirits and even cannabis companies. The company was founded in 2014 by two veterans of the United States Marine Corps, Jake and Jared. Many of the Companys competitors have substantially greater financial resources, marketing strength and distribution networks than the Company. This litigation could result in substantial costs and diversion of resources and could materially adversely affect the Company's future operating results. When you review our offering circular, please review all of the risk factors before making an investment in our company. AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. The following summary is qualified in its entirety by the more detailed information appearing elsewhere in this Offering Circular and/or incorporated by reference in this Offering Circular. IT IS NOT POSSIBLE TO FORESEE ALL RISKS THAT MAY AFFECT THE COMPANY. 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. Postal Service (USPS) Postmaster Louis DeJoy to join them on a tour of a USPS facility in Colorado to see firsthand the ongoing service and delivery challenges that Coloradans face. Armed Forces Brewing Companys mission is to brew high-quality beer that supports the military community.The company offers a variety of beers, including IPAs, stouts, porters, and blonde ales. Contributing to distribution risk is the fact that the Companys distribution agreements will likely be terminable by the distributors on relatively short notice. It controls hundreds of beer brands such as Budweiser, Stella Artois, Beck's, Leffe, and an assortment of acquired craft brewers in the U.S. The term fiduciary is defined generally to include any person who exercises any authority or control over the management or disposition of plan assets. Chief Brewing Officer and Board of Directors Member. 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. 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. As an outgrowth of these concerns, the possibility exists that advertising by beer producers could be restricted, that additional cautionary labeling or packaging requirements might be imposed, that further restrictions on the sale of alcohol might be imposed or that there may be renewed efforts to impose increased excise or other taxes on beer sold in the United States. Depreciation expenses totaled $723 for the year ended December 31, 2019. Membership in Companys tasting club where you have the opportunity taste every new beer before it goes to market**, You and our brewing team will develop a beer together and you will name it. This Form 1-A and Offering Circular do not purport to contain all of the information that may be required to evaluate the Offering and any recipient hereof should conduct its own independent analysis. THE COMPANY AS DESCRIBED IN THIS OFFERING CIRCULAR HAS ARBITRARILY DETERMINED THE PRICE OF SECURITIES, AND EACH PROSPECTIVE INVESTOR SHOULD MAKE AN INDEPENDENT EVALUATION OF THE FAIRNESS OF SUCH PRICE UNDER ALL THE CIRCUMSTANCES AS DESCRIBED IN THIS OFFERING CIRCULAR. The sale of Shares of the same class as those to be offered for the period of distribution will be limited and restricted to those sold through this Offering. *Travel and accommodations not included on any perk. 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. The Company's business model is unproven and is likely to continue to evolve. NO PERSONS, EXCEPT THE COMPANY OR ITS AGENTS AND SUCH REGISTERED BROKER-DEALERS AS THE COMPANY MAY ELECT TO UTILIZE, HAVE BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS OFFERING CIRCULAR AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. However, if a Qualified Plan or IRA earns unrelated business taxable income (UBTI), this income will be subject to tax to the extent it exceeds $1,000 during any fiscal year. Furthermore, the Company anticipates that closings will be held such that no cleared investor funds will remain in any Escrow Account, or any Holding Account set up by Circle, Dwolla or Sila or by any banking or similar institution for more than approximately 30 business days assuming said funds and the investors have cleared compliance with the broker-dealer. Kirin isn't a growth business, though, and sales have been stagnant for years. Now, I have to circle back because at first when I saw the enlist option I was irritated, because it felt like one blatant attempt at over-the-top military branding too many. The Offering Price For The Shares of Class C Common Stock Being Sold In This Offering Has Been Determined By The Company. In spite of being squarely aimed at the military market, and being one of the many military-themed beers out there, Armed Forces Brewing prominently features Marines as the only pictured. Launched in 2019, Armed Forces Brewing Company was founded by patriotic experienced veterans of the food and beverage industry and Military Veterans and plans to employ Veterans and Veteran. This provision may have the effect of limiting the ability of investors to bring a legal claim against the Company due to geographic limitations. ARMED FORCES BREWING COMPANY PINT GLASS. This attention to detail results in some delicious brews that are sure to be popular with customers.Another reason to invest in the Armed Forces Brewing Company is their commitment to giving back to those who have served our country. Additionally, their rapid growth could lead to some growing pains, and they may not be able to maintain the same level of quality as they expand. Check out the great additional benefits of owning stock in Armed Forces Brewing Company here. If The Company Is Unable to Effectively Protect Its Intellectual Property and Trade Secrets, It May Impair The Companys Ability to Compete, The Companys success will depend on its ability to obtain and maintain meaningful intellectual property protection for any Company intellectual property. To find a location where the beer can be purchased, go towww.armedforcesbrewing.com. Accordingly, you are strongly urged to consult your tax advisor with specific reference to your own tax situation prior to investment in the Company. Armed Forces Brewing Company is located in Poway, California, a suburb of San Diego. An investment in our 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. 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. Forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. You will participate in a military-based planned activity with members of our management and advisors. 137 following. Each investor must represent in writing that he/she meets the applicable requirements set forth above and in the Subscription Agreement, including, among other things, that (i) he/she is purchasing the Shares for his/her own account and (ii) he/she has such knowledge and experience in financial and business matters that he/she is capable of evaluating without outside assistance the merits and risks of investing in the Shares, or he/she and his/her purchaser representative together have such knowledge and experience that they are capable of evaluating the merits and risks of investing in the Shares. #Veteranjobs #serviceleavers #jobboard Growth is now expected to slow to a single-digit percentage pace. Upon closing under the terms as set out in this Offering Circular, funds will be immediately transferred to the Company where they will be available for use in the operations of the Companys business in a manner consistent with the Use Of Proceeds in this Offering Circular. 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. Rob is one of the most highly decorated combat veterans of our time and in addition to his duties with Armed Forces Brewing, is a sought-after public speaker, social media influencer, and a best-selling author of the New York Times best-selling book The Operator: Firing the Shots That Killed Osama bin Laden and My Years as a SEAL Team Warrior. Robs presence on our team not only gives instantaneous authenticity to our brands, but also connections to the military that we believe will allow us to grow and scale quickly. 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. You Will Have Limited Influence On The Management Of The Company. 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. There is no income tax provision for the Company for the period from January 1, 2018 through December 31, 2019 as the Company had no taxable income. See Page 68 below for further details. Investing in a brewery can be a risky proposition, but with the right brewery it can be a very profitable one. 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. enters into different transactions which require Shareholder approval. The Company Has Made Assumptions In Its Projections and In Forward-Looking Statements That May Not Be Accurate. 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 Market For Beer and Craft Beer Was Slowing Prior To The Pandemic. As stated in the Companys Bylaws, the holder or holders of at least a majority of the outstanding Class A Common Stock (the Drag-Along Seller) have the right to seek and approve a drag-along sale of the corporation. from $29.95. The Company intends to purchase or build one or more breweries, and to reduce reliance on contract brewing. Armed Forces Brewing Company. Armed Forces Brewing Company is here. But as the company grows, Beal said he is confident thanks to the team he has around him. from around the world. Alan was the Chief Operating Officer of Seawolf Brewery, LLC based in Annapolis Maryland from 2015 to 2019, and has been the Chief Executive Officer of Seawolf Brewing Company, Inc. which became Armed Forces Brewing Company, Inc. since its inception in 2019. If such an extension of the Offering is to occur, an appropriate filing will be made with the SEC to provide notification of the extension. In order to review all of the terms of our securities offering, you should review our offering circular that contains all of the terms, conditions, risk factors, and disclosures that you should read and understand before you invest in our company. As the Companys operations expand, it expects that it will need to manage additional relationships with various strategic partners, suppliers and other third parties. 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. Complying with obligations under such indebtedness may have a material adverse effect on the Company and on your investment. 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 believes that maintaining and enhancing awareness of the Company's brand and its products is critical to achieving widespread acceptance and success of the Company's business. Should any such agreements be entered into, they will be attached as Material Contracts in Exhibit 1A-6 to a subsequent filing of this Offering Circular. Such future fund raising will further dilute the percentage ownership of the Shares sold herein in the Company. This field is for validation purposes and should be left unchanged. George served for over twenty years in the Army, including tours of duty in Iraq and Afghanistan. Consequently, investors must rely on sales of their Shares after price appreciation, which may never occur, as the only way to realize any gains on their investment. The Company may appoint an independent director(s) to its board of directors in the future, particularly to serve on appropriate committees should they be established. Significant judgment is required in determining our provision for income taxes and other tax liabilities. Failure to comply with existing laws and regulations to which the Companys operations are subject or any revisions to such laws and regulations or the failure to pay taxes or other fees imposed on the Companys operations and results could result in the loss, revocation or suspension of the Companys licenses, permits or approvals, and could have a material adverse effect on the Companys business, financial condition and results of operations. Furthermore, the issuance by the Company of any additional securities pursuant to any future fundraising activities undertaken by the Company or could result in an issuance of securities whose rights, preferences and privileges are senior to those of existing Shareholders including you and could dilute the ownership or benefits of ownership of existing Shareholders including, but not limited to reducing the value of the Shares of Class C. Common Stock subscribed for under this Offering. An investment in the Shares by an ERISA Plan must be made in accordance with the general obligation of fiduciaries under ERISA to discharge their duties (i) for the exclusive purpose of providing benefits to participants and their beneficiaries; (ii) with the same standard of care that would be exercised by a prudent man familiar with such matters acting under similar circumstances; (iii) in such a manner as to diversify the investments of the plan, unless it is clearly prudent not do so; and (iv) in accordance with the documents establishing the plan. The Company may reallocate the estimated use of proceeds among the various categories or for other uses if management deems such a reallocation to be appropriate. The beer industry isn't the most exciting investment theme around. Rather, the price of the Shares was derived as a result of internal decisions based upon various factors including prevailing market conditions, its future prospects and its capital structure. 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. The company has won several awards, including a gold medal at the Great American Beer Festival and a silver medal at the World Beer Cup.The companys founders have stated that their mission is to brew quality craft beer for everyone to enjoy. The Company invested in packaging materials, a 100bbl batch of Special Hops IPA, and expenses related to this Offering. The company was founded in 2014 by brothers Jack and Joe Lewis, who are both Marine Corps veterans. 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. $12.00. Investments in Armed Forces Brewing Company begin at $200, at $10 a share and come in different tiers with their own perks. He is an Afghanistan War veteran and served in the Marine Corps as a combat correspondent. The company is a product of the merger between U.S.. 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. Except as stated above, subscribers have no right to a return of their funds unless no closing has. Net Loss. In addition to great beer and patriotic brands, Armed Forces Brewing Company is committed to supporting the Military and Veteran community. 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. The Company recognizes revenue when it has been realized and earned. The Shares have no voting rights. The Shares of Class C Common Stock Offered Herein Do Not Have Voting Rights. 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. The Company intends to engage Integral Transfer Agency USA Inc. to serve as the transfer agent and registrant for the Shares. Our beers are natural fits for military installations and the areas surrounding them such as non-military package stores at or near the 100 U.S. Navy/U.S. The overall and long-term impacts of the outbreak are unknown and evolving. They involve risks, uncertainties (many of which are beyond the Company's control) and assumptions. This is an industry mostly devoid of small, fast-growing companies -- at least, publicly traded ones for the average investor. Trade receivables are stated at the amount billed to the customer. The type of dilution that negatively affects early-stage investors most occurs when the Company sells more Shares or securities in a down round, meaning at a lower valuation than in earlier offerings. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF ANY SUCH STATE. The Company may require additional debt and/or equity financing to pursue our growth and business strategies. 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. 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