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. 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. 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. O'Neill and other Special Forces Operators as an owner of our Military tribute brewery, helping employ Veterans to make great American beer. Beyond Meat Narrows Its Losses. In many cases, the Companys competitors have longer operating histories, established ties to the market and consumers, greater brand awareness, and greater financial, technical and marketing resources. 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. You can also view it on the SECs website here. In addition to great beer and patriotic brands, Armed Forces Brewing Company is committed to supporting the Military and Veteran community. customary consideration for entering into restrictive covenants or bona fide employment agreements or similar arrangements in favor of the acquired party or any of its affiliates, or (ii) the right to make a debt or equity investment in the acquired party or any of its affiliates (whether directly or through retention or contribution of a portion of the shareholders shares). NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS CONCERNING THE COMPANY OTHER THAN THOSE CONTAINED IN THIS OFFERING CIRCULAR, AND IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON. The Company may not be able to sell the Maximum Offering amount. 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. 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. 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. You should check the Office of Foreign Assets Control (the OFAC) website at http://www.treas.gov/ofac before making the following representations: (1) You represent that the amounts invested by you in this Offering were not and are not directly or indirectly derived from any activities that contravene federal, state or international laws and regulations, including anti-money laundering laws and regulations. No person has been authorized to give any information or to make any representations concerning our company other than those contained in our offering circular, and if given or made, such other information or representation must not be relied upon. They offer a wide range of styles, so you can find the perfect beer for any occasion. Changes In Tax Laws, Or Their Interpretation, And Unfavorable Resolution Of Tax Contingencies Could Adversely Affect The Companys Tax Expense. The Company may provide for the indemnification of directors, officers and others to the fullest extent permitted by law and, to the extent permitted by such law, eliminate or limit the personal liability of directors, officers and others to the Company and its Shareholders for monetary damages for certain breaches of fiduciary duty. 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. 21 & up. Kirin is Japan's second-largest beer label, just behind Asahi Group Holdings (OTC:ASBRF), and it's one of the largest consumer staples companies in the country. The rights, preferences and privileges of the Class A Common Stock, Class B Common Stock and Class C Common Stock are set forth in the Companys Certificate of Incorporation (Exhibit 1A-2A) and Bylaws (Exhibit 1A-2B) and are described in summary form in this section of the Offering Circular. Under the regulations, the beneficiary must not only exercise actual, independent control in directing the particular investment transaction, but also the. Therefore, the. The Company generates revenues by selling beer. The Company does not have an audit or compensation committee comprised of independent directors or any audit or compensation committee. The lists of the OFAC-prohibited countries, territories, individuals and entities can be found on the OFAC website at http://www.treas.gov/ofac. As the Companys operations expand, it expects that it will need to manage additional relationships with various strategic partners, suppliers and other third parties. There is no market for the resale of the Shares of Class C Common Stock. Operating Expenses. 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. Contact us to find out more information. The Company may face competition from new companies as well as existing companies entering their business space. None of the Companys directors are independent as defined in Rule 4200 of FINRAs listing standards. See Plan of Distribution., (2) Does not reflect payment of expenses of this Offering, which are estimated to not exceed $200,000.00 and which 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 any type of commissions to be paid to any broker-dealer. The Shares of Class C Common Stock being offered in this Offering Circular are subject to drag-along rights. On the plus side, the company has a strong commitment to quality, using only the finest ingredients in their beers. This would represent a significant increase from the 2,500 barrels they produced in 2017.The company has been profitable since 2015 and generated $1.5 million in revenue in 2017. The OTC Pink Sheets provide significantly less liquidity than the NASDs automated quotation system, or NASDAQ Stock Market. As of right now, Armed Forces Brewing Company is not publicly traded on any stock market. $0. See the description in section entitled Use of Proceeds on page 50 herein. Armed Forces Brewing Company - Armed Forces Brewing Co WHO WE ARE DIRECTOR/NATIONAL BRAND AMBASSADOR ROBERT O'NEILL FORMER US NAVY SEAL, SEAL TEAM 6 LEADER Robert O'Neill is one of the most highly-decorated combat Veterans of our time. The Company started deliveries through their contract brewer, Peabody Heights Brewery, to a few local Annapolis, Maryland stores. The term Offering refers to the offer of Shares pursuant to this Offering Circular. Armed Forces Brewing Company is a veteran-owned and operated craft brewery based in San Diego, California. The Company is entitled to rely upon the accuracy of your representations. There Are Doubts About the Companys Ability to Continue as a Going Concern. The U.S. Securities and Exchange Commission (SEC) does not pass upon the merits of, or give its approval to, any of the securities we are offering or the terms of our offering, nor does it pass upon the accuracy or completeness of our offering circular, other selling literature or this website. The Company sold all of its test market inventory by March of 2020 as consumer demand for alcohol products rose during the COVID outbreak. 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. *Travel and accommodations not included on any perk. (4)If you are affiliated with a non-U.S. banking institution (a Foreign Bank), or if you receive deposits from, make payments on behalf of, or handle other financial transactions related to a Foreign Bank, you represent and warrant to the Company that: (a) the Foreign Bank has a fixed address, and not solely an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities; (b) the Foreign Bank maintains operating records related to its banking activities; (c) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct its banking activities; and (d) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a physical presence in any country and that is not a regulated affiliate. are offering to sell, and seeking offers to buy, the Shares only in jurisdictions where offers and sales are permitted. This expansion will create even more jobs and help boost the local economy.The Armed Forces Brewing Company is a well-run operation with a strong commitment to quality and giving back. These privacy and data protection-related laws and regulations are evolving, with new or modified laws and regulations proposed and implemented frequently and existing laws and regulations subject to new or different interpretations. The Company's projected growth will place a significant strain on the Company's administrative, operational and financial resources. $12.00. 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. This provision does not apply to legal actions arising under the Securities Act of 1933 or the Securities Exchange Act of 1934. The Bylaws state that the Company shall indemnify any person who is or was a party to any action, lawsuit, or proceeding, whether civil, criminal, administrative, or investigative, and whether formal or informal, other than an action by, or in the right of, the Company, by reason of the fact that the person is or was an agent, officer, employee, or director of the Company, or is or was serving at the request of the Company as an agent, officer, employee, or director of another corporation, trust, partnership, joint venture, non-profit entity, or other enterprise (including without limitation with respect to employee benefit plans), against liability incurred in connection with the action, lawsuit, or proceeding, including any appeal from the action, lawsuit, or proceeding, if the person acted in good faith and in a manner that the person reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal action or action, lawsuit, or proceeding, if the person had no reasonable cause to believe that her or his conduct was unlawful. It. Theres Seawolf Brewing for the Navy, Coast Guard, and Marine Corps; Soldier Brewing for the Army, and Airmen Brewing for the Air Force and Space Force. 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. Best known for Kirin, one of Japan's largest beer labels. PLEASE REVIEW ALL RISK FACTORS ON PAGE 15 THROUGH PAGE 41 BEFORE MAKING AN INVESTMENT IN THIS COMPANY. The consideration to be received by a shareholder who owns any Class C Common Stock shall be the same form and amount of consideration per share of Class C Common Stock to be received by the Drag-Along Seller for its Class A Common Stock (or, if the Drag-Along Seller is given an option as to the form and amount of consideration to be received, the same option shall be given) and the terms and conditions of the sale shall, except as otherwise provided in the immediately succeeding sentence, be the same as those upon which the Drag-Along Seller sells its Class C Common Stock. These third-party facilities require uninterrupted access to the Internet. An Investment in the Company's Shares Could Result In A Loss of Your Entire Investment. James is responsible for overseeing the daily news coverage of the editorial team, assigning stories, approving pitches, editing, and ensuring stories published on the site meet Task & Purposes editorial standards and the audiences needs. The majority of our currently outstanding stock is beneficially owned and controlled by a group of insiders, including our employees, directors, executive officers and inside shareholders. 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. CompensationStock Compensation (Topic718) and Revenue from Contracts with Customers (Topic 606): Codification Improvements Share-Based Consideration Payable to a Customer, which simplifies and increases comparability of accounting for nonemployee share-based payments, specifically those made to customers ASU No. He is an innovative force in the booming development of the Charlotte, NC restaurant and nightlife industry. If there is a "liquidation event" or "change of control" for the Company, the Shares being offered do not provide you with any protection. 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. The Companys Operating Plan Relies In Large Part Upon Assumptions And Analyses Developed By The Company. THIS OFFERING CIRCULAR DOES NOT KNOWINGLY CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT A MATERIAL FACT, AND ANY SUCH MISSTATEMENT OR OMISSION IS DONE WITHOUT THE KNOWLEDGE OF THE PREPARERS OF THIS DOCUMENT OR THE COMPANY. Consequently, this is an uncommon growth stock in the alcohol investment world. The Shares, when issued, will be fully paid and non-assessable. 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. These cautionary statements qualify all forward-looking statements attributable to the Company or persons acting on its behalf. The Amount Of Capital The Company Is Attempting To Raise In This Offering May Not Be Enough To Sustain The Company's Current Business Plan. 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. 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. Despite this, should the Company provide such indemnification, it could have a material adverse effect on the Company. As consumer demand for alcohol products rose during the COVID outbreak your Entire investment projected growth place! Offering refers to the Company 's Shares Could Result in a Loss of your Entire investment Affect the Companys to! Investment world the NASDs automated quotation system, or NASDAQ Stock market Maryland stores an growth. 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