any discussion of the timing or nature of future operating or financial performance or other events. If the Company is unable to establish sufficient marketing and sales capabilities or enter into agreements with third parties, the Company may not be able to effectively market and generate revenues. 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. If the operation of the servers is interrupted for any reason, including natural disaster, financial insolvency of a third-party provider, or malicious electronic intrusion into the data center, its business would be significantly damaged. ARMED FORCES BREWING COMPANY www.armedforcesbrewingco.com. Remember to stay diversified and focus on the long-term potential for these alcoholic beverage makers. 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 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. 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. 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. These shares cost $10 each and are worth a combined $7.5 million. The overall and long-term impacts of the outbreak are unknown and evolving. These include risks relating to economic downturns, political and economic events and technological developments (such as hacking and the ability to prevent hacking). Fees in the chart above only reflect the cash fee (5%), and do not reflect the warrants, which are also not represented in the table of beneficial ownership herein. If the Company engages one or more additional commissioned sales agents or underwriters, the Company will supplement this Form 1-A and Offering Circular to describe the arrangement. Additional material provisions of the drag-along rights include: Every shareholder must promptly deliver to the Companys board of directors a written notice of any offer or indication of interest for a Drag-Along Sale that it receives from a third party, whether the offer or indication of interest is formal or informal, binding or non-binding, or submitted orally or in writing, and a copy of the offer or indication of interest, if it is in writing. The company donates a portion of their proceeds to various veterans charities, so you can rest assured that your money is going to a good cause.In terms of the beer itself, reviewers have generally given Armed Forces Brewing Companys products high marks. market acceptance more rapidly than the Company is able and may be more effective themselves as well. Bootstrap Brewing is a veteran-owned and operated craft brewery in Lafayette, Colorado. However, upon closer review, I realize its spot on. You should assume that the information contained in this Form 1-A and Offering Circular is accurate only as of the date of this Form 1-A and Offering Circular, regardless of the time of delivery of this Form 1-A and Offering Circular. The Company invested in packaging materials, a 100bbl batch of Special Hops IPA, and expenses related to this Offering. The material change in revenues was due to the inability to brew beer and meet demand when contract brewing was halted for several months during the pandemic. The Company May Face Significant Competition From Other Similar Companies, And Its Operating Results Will Suffer If It Fails To Compete Effectively, The Company may face significant competition from other companies, and its operating results could suffer if the Company fails to compete effectively. $14.00. While many of his family members chose to serve the nation in some capacity, Beal, 57, sought to feed the nations appetite and go into the restaurant business. This is an industry mostly devoid of small, fast-growing companies -- at least, publicly traded ones for the average investor. When we start brewing beer in our own facilities, we have plans for tap rooms, stand-alone brewpubs and restaurants to support the brand and to drive additional revenues. 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 guidance is effective for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021, and early application is permitted. Rather, the user maintains possession of the funds in that users Dwolla account. Alan Beal is a 35-year veteran of the food & beverage industry and has a passion for craft beer and the military. 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 Company has a limited operating history and there can be no assurance that the Company's proposed plan of business can be realized in the manner contemplated and, if it cannot be, Shareholders may lose all or a substantial part of their investment. This Preliminary Offering Circular is following the offering circular format described in Part II of Form 1-A. numerous flags under the Marriott, Hilton, Starwood, and IHG brands. For full offering details, please (1) thoroughly review this Form 1-A filed with the Securities and Exchange Commission (2) thoroughly review this Offering Circular and (3) thoroughly review any attached documents to or documents referenced in, this Form 1-A and Offering Circular. A Disruption In Brewing Activities Could Have A Material Adverse Effect. 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 company's flagship beer is called "The Veteran.". $12.00. Some of the largest competitors have acquired and will continue to acquire craft brewers or introduce new domestic specialty brands and hard seltzers to many markets and expand their efforts behind existing brands. The Offering Price For The Shares of Class C Common Stock Being Sold In This Offering Has Been Determined By The Company. However, constantly changing consumer trends have caused some headaches such as lower-than-anticipated demand for spiked seltzer products starting in summer 2021. These important risk factors include, but are not limited to: The Company is a relatively new entity with limited tangible assets and its continued operation may require substantial additional funding. The Company Relies Upon Trade Secret Protection To Protect Its Intellectual Property; It May Be Difficult And Costly To Protect The Company's Proprietary Rights And The Company May Not Be Able To Ensure Their Protection. Navy Seal, Robert J. ONeill, Invites Americans to Join His Craft Beer Company Honoring the Armed Forces. ** Restrictions apply. senior foreign political figure2, or any immediate family3 member or close associate4 of a senior foreign political figure, as such terms are defined in the footnotes below; and. 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. Control of the Company and nearly all management decisions affecting the Company will be exercised only by those holding shares of Class A Common Stock, which are not being offered herein. 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. Until then, Armed Forces Brewing will continue contract brewing at facilities that can uphold the high standards we have created for brewing, packaging and delivering our beers. Shares of stock or notes which the Company sells could be sold into any market that develops, which could adversely affect the market price. All funds received shall be held only in a non-interest-bearing escrow account or holding account. Revenue. 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. Your rights and the value of your investment in the Shares of Class C Common Stock could be reduced by the dilution caused by future equity issuances. He is an Afghanistan War veteran and served in the Marine Corps as a combat correspondent. 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 information on this website was created by Armed Forces Brewing Company, Inc. to assist with marketing our Regulation A stock offering. The Shares of Class C Common Stock being offered in this Offering Circular are subject to drag-along rights. Right now, it contracts with a brewing company, which takes the recipes created by Rupprecht to a brewery inFloridato produce the beers. The companys beers are distributed throughout Southern California.Armed Forces Brewing Companys beers have been well-received by critics. AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. The Company is taxed as a C Corporation for federal and state income tax purposes. Brewery. The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. Limitation of Liability and Indemnification of Officers and Directors. Investors name on the Companys wall of investors at the $10,000+ level plus special recognition at each Armed Forces Brewing Company location opened in the future. When he is not on-duty, Jason travels the United States to attend craft beer festivals and new brewery openings. Complying with obligations under such indebtedness may have a material adverse effect on the Company and on your investment. . The Company will face significant competition in the United States, Canada and elsewhere which could adversely affect your investment. Only share with people of legal drinking age. No matter what the economy, we always need these products. Operating expenses for the period were comprised of the Company investing in developing their future beer portfolio and marketing strategy, and legal consultation. Forward-looking statements contained in this Offering Circular, based on past trends or activities, should not be taken as a representation that such trends or activities will continue in the future. Should such additional broker-dealers be engaged, an amendment to this Offering Circular will be filed disclosing the additional fees. 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. Management of the Company has wide latitude and discretion in the use of proceeds from this Offering. Therefore, the Company may not be able to protect the Company's proprietary rights against unauthorized third-party use. Additionally, early-stage companies inherently involve greater risk than more developed companies. The beer industry isn't the most exciting investment theme around. The Equity Incentive Plan is attached as a Material Contract in Exhibit 1A-6 to this Offering Circular. Such problems, even when unsubstantiated, could be harmful to the Companys image and the reputation of the Company and its products. I saw the lightning and heard the thunder.. The term Offering refers to the offer of Shares pursuant to this Offering Circular. 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. 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 former Marines, Adam Firestone and David Walker. This is SteVen the author and founder of skymagzines where you get information related to Science Techonology and finance. Finally, the beer industry has seen continued consolidation among brewers in order to take advantage of cost savings opportunities for supplies, distribution and operations. Investing In This Offering Using A Credit Card Has Several Risks. Such future fund raising will further dilute the percentage ownership of the Shares sold herein in the Company. 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. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition, and other economic factors. You Will Have Limited Influence On The Management Of The Company. The Service has not yet promulgated regulations defining appropriate methods for the determination of fair market value for this purpose. TABLE OF BENEFICIAL OWNERSHIP AFTER REGULATION A OFFERING. The Company's business and operations are sensitive to general business and economic conditions in the United States. The Company believes that it has exercised reasonable care in conducting an inquiry into Disqualifying Events by the foregoing persons and is aware of the no such Disqualifying Events. Were excited that more and more shelf-ready products at strong price points are being produced in theU.S., like those atArmed Forces Brewing Co., saidFelicia McCranie, Walmarts director of corporate affairs. 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. While the funds you tendered are in an escrow account or one of these payment processor accounts or an account with an affiliated financial institution, if the company holding the funds should fail or otherwise terminate operations, the Company may not be able to recover all amounts deposited in these holding accounts. 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. Launched in 2019, Armed Forces Brewing Company was founded by experienced veterans of the food and beverage industry, an award-winning brewmaster, and U.S. Military Veterans including famed SEAL. 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. Our business, financial condition, results of operations, and prospects may have changed since that date. Amit advocates for and assists other entrepreneurs in the deaf community with their start-up businesses. 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. If the Company engages the services of additional broker-dealers in connection with the Offering, their commissions will be an additional expense of the Offering. Depending on where you reside, we may not be able to ship beer to you. 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. The Company has already incurred debt and will likely incur additional debt (including secured debt) in the future and in the continuing operations of its business. Your stake in the Company could be diluted due to the Company issuing additional Shares of Class C Common Stock or other securities such as stock, or securities or debt convertible into stock or additional classes of stock. The Company reserves the unqualified discretionary right to reject any subscription for Shares, in whole or in part. The Company maintains the right to accept subscriptions below the minimum investment amount or minimum per share investment amount in its discretion. Potato growers are beginning to prepare seed potatoes. The Company will outsource some or all of its online presence, server needs, technology development and data management to third parties who host the actual servers and provide power and security in multiple data centers in each geographic location. Growing up in a military family inNebraskaandNorth Carolina, Beal always felt a sense of gratitude to the men and women who served at home and abroad. That brings us to the present day. Armed Forces Brewing Co. - Bad Ass Beer Deserves Bad Ass Gear. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. Get stock recommendations, portfolio guidance, and more from The Motley Fool's premium services. The new standard for nonpublic entities will be effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years, and early application is permitted. is anticipated that the account balances in the Companys account may exceed those limits at times. Hes an expert in all aspects of brewery operations, from recipe development to purchasing, to production and packaging. We will brew and package a small batch of the beer, give you two cases, and we will sell the beer in some stores and/or online***, A personalized, autographed copy of Robert ONeills book The Operator, 12 stickers three each from Armed Forces Brewing Company, the Seawolf brand, the Airman brand and the Soldier brand. Investors will be given an opportunity to review the current status of all material contracts and financials and ask appropriate questions of management prior to subscribing to this offering. Armed Forces Brewing is a military tribute craft beer brewing company comprised of three brands that pay homage to our U.S. military branches and military members both active duty and veterans. Should The Companys Securities Become Quoted On A Public Market, Sales Of A Substantial Number Of Shares Of The Type Of Shares Being Sold In This Offering May Cause The Price Of The Companys Shares To Decline. 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. Armed Forces Brewing Company is looking to raise $7.5 million in a campaign to grow its business. Afghanistan War veteran and served in the Company has wide latitude and discretion in the Company 's business and are. Stay diversified and focus on the Company & # x27 ; s flagship beer is called & ;! As lower-than-anticipated demand for spiked seltzer products starting in summer 2021 publicly traded ones for the Shares herein... And packaging summer 2021 to grow its business expenses for the Shares Sold herein in the deaf with... These alcoholic beverage makers Been well-received by critics beer Company Honoring the Forces. 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