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. Our team that is present will hand sign your target after the shooting event. The Company has a limited operating history. Under ASC 340-10, costs incurred are capitalized until the offering whereupon the offering costs are charged to members equity or expensed depending on whether the offering is successful or not successful, respectively. Jeff has been involved with more than 50 openings, remodels, and consultations in his career. Accordingly, you are strongly urged to consult your tax advisor with specific reference to your own tax situation prior to investment in the Company. 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. On or about December 4, 2020, the Company filed a Certificate of Amendment of Certificate of Incorporation with the state of Delaware whereby the Companys name was changed to Armed Forces Brewing Company, Inc. (Exhibit 1A-2A). When you review our offering circular, please review all of the risk factors before making an investment in our company. The Tiananmen Square protests, known in Chinese as the June Fourth Incident [1] [2] ( Chinese: ; pinyin: lis shjin ), were student-led demonstrations held in Tiananmen Square, Beijing, during 1989. Im proud to work with some great Americans making great American beer, said ONeill. Washington DC-Baltimore Area. Any infringement of the Company's patent, trademark, copyright or trade secret rights could result in significant litigation costs, and any failure to adequately protect the Company's trade secret rights could result in the Company's competitors offering similar products, potentially resulting in loss of a competitive advantage and decreased revenues. 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 is a product of the merger between U.S. brewer Anheuser-Busch and Belgian-Brazilian brewer InBev in 2008, as well as the acquisition of South African brewing giant SABMiller in 2016. 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. The Company believes that the funding to be obtained through this Offering will have a material impact on future operations. Increasing the amount of debt will increase the Companys debt service obligations and make less cash available for distribution to the Companys Shareholders. from $29.95. Nearly 20 years after the overthrow of Saddam Hussein by U.S.-led forces, Iraqi President Abdul Latif Rashid wants the world to know his country now is at peace, democratic and intent . The use of the United States financial system by criminals to facilitate terrorism or other crimes could taint its financial markets. The Company maintains the right to accept or reject subscriptions in whole or in part for any reason or for no reason. To the extent that the Company needs to avail itself of a third-party brewing services arrangement, it exposes itself to higher than planned costs of operating under such contract arrangements than would apply at a Company-owned brewery, potential lower service levels and reliability than internal production, and potential unexpected declines in the brewing capacity available to it, any of which could have a material adverse effect on the Companys business and financial results. Volatility and uncertainty in the financial markets and economic conditions may directly or indirectly affect the Companys performance and operating results in a variety of ways, including: (a) prices for energy and agricultural products may rise faster than current estimates, including increases resulting from currency fluctuations; (b) the Companys key suppliers may not be able to fund their capital requirements, resulting in disruption in the supplies of the Companys raw and packaging materials; (c) the credit risks of the Companys distributors may increase; (d) the impact of currency fluctuations on amounts owed to the Company by distributors that may pay in foreign currencies; (e) the Companys credit facility, or portion thereof, may become unavailable at a time when needed by the Company to meet critical needs; (f) overall beer consumption may decline; or (g) drinkers of the Companys products may change their purchase preferences and frequency, which might result in sales declines. 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. The Company currently relies on trade secrets. Investors will be subject to substantial risks involved in an investment in the Company, including the risk of losing their entire investment. It is possible that the Company may never reach a financial position where it can or will issue dividends. If you are making an investment expecting to own a certain percentage of the Company or expecting each Share to hold a certain amount of value, it is important to realize how the value of those Shares can decrease by actions taken by the Company. Our beers pay tribute to the men and women of the greatest military in the world, and I am thrilled that anyone and everyone can own part of this patriotic company at this early stage alongside me.. PREAMBLE - WE THE PEOPLE/JOHN DALY-MAJOR ED HEART OF A LION FOUNDATION PINT GLASS. If the maximum amount is raised in this Offering, investors in this Offering will own approximately 16.19% of the Company. This thread is archived . Whether actual operating results and business developments will be consistent with the Companys expectations and assumptions as reflected in its forecast depends on a number of factors, many of which are outside the Companys control, including, but not limited to: whether the Company can obtain sufficient capital to sustain and grow its business, the Companys ability to manage its growth, whether the Company can manage relationships with any key vendors and advertisers, the timing and costs of new and existing marketing and promotional efforts, the Companys ability to retain existing key management, to integrate recent hires and to attract, retain and motivate qualified personnel, the overall strength and stability of domestic and international economies. Robert is Armed Forces Brewings Military Relations Director, a member of our Board of Directors and our National Brand Ambassador. The Company's success is heavily dependent upon the continued active participation of the Company's current executive officers, as well as other key personnel and contractors. A variety of state, national, foreign, and international laws and regulations apply to the collection, use, retention, protection, disclosure, transfer and other processing of personal data. Potential interruptions at breweries include labor issues, governmental action, quality issues, contractual disputes, machinery failures, operational shutdowns or natural or unavoidable catastrophes. They also aim to give back to the military community through their charitable foundation, which supports veterans and their families.So far, Armed Forces Brewing Company seems to be doing well on its mission. The Shares of Class C Common Stock are illiquid and should be considered a long-term investment. It is reasonably possible that changes in estimates will occur in the near term. He is also instrumental in the development of Armed Forces Brewings beer products and quality control. 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. All subscribers will be instructed by the Company or its agents to transfer funds by credit or debit card or ACH transfer, and possibly by wire transfer or check, directly to the Escrow Account, bank account or holding account established for this Offering. In addition to their brewing operations, Armed Forces Brewing Company also has a tasting room and a retail store at their brewery in San Diego.So far, Armed Forces Brewing Company has been well-received by both veterans and non-veterans alike. See Voting Rights section of Securities Being Offered below for details. This provision does not apply to purchasers in secondary transactions. You Will Have Limited Influence On The Management Of The Company. You may be required to travel to an official Armed Forces Brewing Company location to taste the beer and provide feedback, or the tasting may take place at our annual shareholder event. Investments in Armed Forces Brewing Company begin at $200, at $10 a share and come in different tiers with their own perks. As the beer industry continues to consolidate and the Company grows, the capacity and willingness of breweries owned by others where the Company could brew, ferment or package some of its products, if necessary, may become a more significant concern and, thus, there is no guarantee that the Companys needs will be uniformly met. Armed Forces Brewing Company reserves the right to reject certain names and beer ingredients in their absolute discretion. Consequently, this is an uncommon growth stock in the alcohol investment world. We debuted our first beer, Special Hops IPA during the Military Bowl inDec. 28, 2017, here inAnnapolis, Beal said. However, constantly changing consumer trends have caused some headaches such as lower-than-anticipated demand for spiked seltzer products starting in summer 2021. When you invest in Armed Forces Brewing Co. for as little as $200, you join an elite team alongside famed Navy SEAL Team 6 Operator Robert J. ONeill and other Special Forces Operators as an owner of our Military tribute brewery, helping employ Veterans to make great American beer. To help makes sure the company is supplying good beer, it has enlisted the help of brewmasterBob RupprechtfromCarroll County. At each closing, funds for subscriptions accepted from investors who have been issued will be immediately available for the Company's use during the term of the Offering. The valuation was arbitrarily determined by the Company, and not by an independent third party applying a specified valuation criteria. Visit the online layout for the full scope of perks and benefits offered. Litigation may be necessary in the future to enforce the Company's intellectual property rights, to protect the Company's trade secrets or to determine the validity and scope of the proprietary rights of others. The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. Attend a shooting range with members of the Companys management and advisors. If there is a "liquidation event" or "change of control" for the Company, the Shares being offered do not provide you with any protection. As a result, the Company believes that its accounts receivable credit risk exposure is limited, and it has not experienced significant write-downs in its accounts receivable balances. If the Offering is terminated without a Closing, or if a prospective Investors subscription is not accepted or is cut back due to oversubscription or otherwise, such amounts placed into the Escrow Account by prospective Investors will be returned promptly to them without interest or deductions. The Companys Advertising and Promotional Investments May Affect the Companys Financial Results. PLEASE REVIEW ALL RISK FACTORS ON PAGE 15 THROUGH PAGE 41 BEFORE MAKING AN INVESTMENT IN THIS COMPANY. 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. The Company has also paid a FINRA 5110 filing fee of $1,625.00. 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. The Company Currently Has Limited Marketing In Place. The Market For Beer and Craft Beer Was Slowing Prior To The Pandemic. (Tribune News Service) While driving throughAnnapolisand seeing theNaval Academyfor the first time, businessmanAlan Bealhad an idea to create a beer specifically for service members. financial institutions. He has been involved in contract brewing for several international customers as well as fledgling nano-breweries. Grocery Outlet (GO) Q4 2022 Earnings Call Transcript, Cumulative Growth of a $10,000 Investment in Stock Advisor, Copyright, Trademark and Patent Information. Depending on where you reside, we may not be able to ship beer to you. Investor Funds Will Not Accrue Interest While in the Escrow Account or Holding Account Prior To Closing. hire necessary personnel or effectively manage unexpected expansion difficulties, the Company's financial condition and results of operations could be materially and adversely affected. Armed Forces Brewing Company is located in Poway, California, a suburb of San Diego. The Company has not authorized anyone to provide you with information different from that contained in this Form 1-A and Offering Circular. However, the language of any such legends applicable to the Shares and as set out in this Offering Circular, will apply to each Share and shall govern the purchaser and holder of each such Share. Enjoy responsibly. Description Item Exhibit, Broker-Dealer Services Agreement with Dalmore Group, LLC. The purchase of the Companys Shares involves substantial risks. Renders beer snobs unconscious with 2 fingers? Amit graduated from Gallaudet University with a degree in Communication Studies in 2014. While the Company uses reasonable efforts to protect these trade secrets, the Company cannot assure that its employees, consultants, contractors or advisors will not, unintentionally or willfully, disclose the Company's trade secrets to competitors or other third parties. The Act imposes anti-money laundering requirements on brokerage firms and. Fees in the charts above only reflect the cash fees and do not reflect the warrants, which are also not represented in the table of beneficial ownership herein. If you acquire the Shares, you will have no effective voice in the management of the Company. For general information on investing, we encourage you to refer to www.investor.gov. If These Assumptions Or Analyses Prove To Be Incorrect, The Companys Actual Operating Results May Be Materially Different From Its Forecasted Results. ** Restrictions apply. THE SHARES ARE OFFERED BY THE COMPANY SUBJECT TO THE COMPANYS RIGHT TO REJECT ANY TENDERED SUBSCRIPTION, IN WHOLE OR IN PART, IN ITS ABSOLUTE DISCRETION, AT ANY TIME PRIOR TO THE ISSUANCE OF THE SHARES. 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. Property and equipment are recorded at cost. The companys beers are widely available and well-regarded, and its charitable foundation is making a difference for veterans and their families. Despite this, should the Company provide such indemnification, it could have a material adverse effect on the Company. https://t.co/dQ17NGhG13 pic.twitter.com/XHkN7uKSPw. The Shares, when issued, will be fully paid and non-assessable. Armed Forces Brewing Company offers a variety of beers, from light lagers to dark ales. Any infringement of the Company's proprietary rights could result in significant litigation costs, and any failure to adequately protect the Company's proprietary rights could result in the Company's competitors offering similar products, potentially resulting in loss of a competitive advantage and decreased revenue. In addition, such unrelated business taxable income may result in a tax preference, which may be subject to the alternative minimum tax. 4 A close associate of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close relationship with such senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of such senior foreign political figure. This information does not necessarily indicate beneficial ownership for any other purpose. The Company invested in packaging materials, a 100bbl batch of Special Hops IPA, and expenses related to this Offering. Investors should carefully consider the various risk factors below before investing in the Shares. including the matters set forth under the section entitled Risk Factors, could affect (and in some cases have affected) the Companys actual results and could cause such results to differ materially from estimates or expectations reflected in this Offering Circular and in any forward-looking statements made herein or by the Company. 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. The Company will face significant competition in the United States, Canada and elsewhere which could adversely affect your investment. Therefore, the Company may not be able to protect the Company's existing patent, copyright, trademark and trade secret rights against unauthorized third-party use. We do not have an obligation under ERISA or the Code with respect to such reports or valuation although management will use good faith efforts to assist fiduciaries with their valuation reports. The Company was formed for the general purpose of transacting any or all lawful business for which a corporation may be formed in the State of Delaware. 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. Armed Forces Brewing Companys stock offering will be held under Regulation A, a law passed as part of the 2012 Jumpstart Our Business Startups (JOBS) Act that allows small and emerging companies to raise capital by selling stock online through equity crowdfunding. In addition, any delays in federal or state government required approvals caused by federal or state government shutdowns could prevent new brands or innovations from getting to market on time or at all. The alcoholic beverage industry has been the subject of considerable societal and political attention for several years, due to public concern over alcohol-related social problems, including driving under the influence, underage drinking and health consequences from the misuse of alcohol, including alcoholism. Launched in 2019, Armed Forces Brewing Company was . If you decide to subscribe for any Shares in this Offering, you must deliver a funds for acceptance or rejection. 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. 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