The stock could be a great addition for investors seeking income from their portfolios. The Company does not believe that the cost of fulfilling the shareholder benefits/perks listed above will materially impact the Use of Proceeds from this Offering. Company may need to increase the Company's financial commitment to creating and maintaining brand awareness. Rupani is an administrator of acquisitions and grants at theUnited States Geological Surveyand company director. www.armedforcesbrewingco.com, or a website owned and operated by a third party that provides technology support to issuers engaging in equity crowdfunding efforts. All monies from rejected subscriptions will be returned by the Company to the investor, without interest or deductions. 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. Only share with people of legal drinking age. 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. 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 largest American owned brewing company is Anheuser-Busch InBev. If our assets are deemed to be plan assets of investor plans, transactions which may occur in the course of its operations may constitute violations by the management of fiduciary duties under ERISA. Property and Equipment. 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. 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. 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. As of February 27, 2023, snowpack in Colorado was 123 percent measured as percent . (2)You represent and warrant that none of: (a) you; (b) any person controlling or controlled by you; (c) if you are a privately-held entity, any person having a beneficial interest in you; or (d) any person for whom you are acting as agent or nominee in connection with this investment is a country, territory, entity or individual named on an OFAC list, or a person or entity prohibited under the OFAC Programs. For the avoidance of doubt, the warrants will not be exercisable more than five years from the qualification date of this Offering pursuant to FINRA Rule 5110(f)(2)(G)(i). We wish we didnt have to ask for your private information, but we have some legal responsibilities and requirements. In the future, the Company may compensate directors, particularly those who are not also employees and who act as independent board members, on either a per meeting or fixed compensation basis. 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 factors make it a wise investment for anyone looking to add a little bit of excitement to their portfolio. 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. Wait, famous Navy SEAL Team 6 Operator @mchooyah has a beer company that pays tribute to the Military and employs Veterans? I saw the lightning and heard the thunder.. The indemnification provisions of the Companys Bylaws contain additional rights and obligations related to this subject. There is no better time for some Ex-Military Talent within your business! Armed Forces Brewing Company has national and international demand and the ability to mass scale, said Alan Beal, the companys Chief Executive Officer. For a full description of the drag-along rights of the Shares of Class C Common Stock offered herein, please review Article XV of the Bylaws (Exhibit 1A-2B). PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS OFFERING CIRCULAR, OR OF ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY OR ANY OF ITS EMPLOYEES, AGENTS OR AFFILIATES, AS INVESTMENT, LEGAL, FINANCIAL OR TAX ADVICE. Investors will be subject to substantial risks involved in an investment in the Company, including the risk of losing their entire investment. 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. The Company considers short-term, highly liquid investment with original maturities of three months or less at the time of purchase to be cash equivalents. 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. . The company is well-positioned for continued growth and expansion in the coming years. 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. I mean, think about it. 750,000 Shares of Non-Voting Class C Common Stock at $10.00 per Share. Trustees and other fiduciaries of qualified retirement plans or IRAs that are set up as part of a plan sponsored and maintained by an employer, as well as trustees and fiduciaries of Keogh Plans under which employees, in addition to self-employed individuals, are participants (together, ERISA Plans), are governed by the fiduciary responsibility provisions of Title 1 of the Employee Retirement Income Security Act of 1974 (ERISA). See the Plan of Distribution for details regarding the compensation payable in connection with this Offering. Any costs and expenses associated with a terminated offering will be borne by the Company. Otherwise, current value means the fair value as determined in good faith under the terms of the plan by a trustee or other named fiduciary, assuming an orderly liquidation at the time of the determination. You can enlist by investing $200 to $499, at which point youll get a sticker, a challenge coin, an invitation to an annual event, a 5% discount at their online store and a few other benefits. I mean, I wont be shelling out that much cash for a sticker and a few minor benefits, but Im sure someone might. If the Company decides to issue more Shares or other securities, an investor could experience value dilution, with each Share being worth less than before, and control dilution, with the total percentage an investor owns being less than before. Integral Transfer Agency USA Inc. will serve as transfer agent to maintain shareholder information. Changes In Tax Laws, Or Their Interpretation, And Unfavorable Resolution Of Tax Contingencies Could Adversely Affect The Companys Tax Expense. On September 10th, 2020, the Companys Bylaws were signed. As of December 31, 2019, the Company did not have any material outstanding accounts receivable. Naval Academy, but we have no intention of being a local craft beer. This Offering Will Commence Upon Qualification of this Offering by, the Securities and Exchange Commission and Will Terminate 365 days from. Jason is also instrumental in the development of Armed Forces Brewing Brewerys beer products and quality control. 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. Armed Forces Brewing Company is a publicly traded company, and its stock is widely available. Armed Forces Brewing - "Invest in my brewery 'cause I'm an operator and guns are cool" ownarmedforcesbrewingco. Attend a shooting range with members of the Companys management and advisors. In addition to the securities offered, each investor at the various investment levels below will receive perks from the Company, as detailed below. Because the securities being sold in this Offering, Shares of Class C Common Stock, have no voting rights, if you invest, you should not expect to be able to influence any decisions by management of the Company through voting on Company matters. A data security breach of the systems on which sensitive account information are stored could lead to fraudulent activity involving the Company's products and services, reputational damage, and claims or regulatory actions against us. However, the Company may terminate the Offering at any time for any reason at its sole discretion and may extend the Offering past the planned termination date in the absolute discretion of the Company. If you purchase the Shares of Class C Common Stock offered, you will effectively have no voting rights and no control over management of the Company. If all of the Shares in this Offering are sold, the Shares would represent approximately 16.19% of the issued and outstanding combined shares of the Company. Armed Forces Brewing Company is here. As stated in Article XV of 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. Such future fund raising will further dilute the percentage ownership of the Shares sold herein in the Company. Investments in Armed Forces Brewing Company begin at $200, at $10 a share and come in different tiers with their own perks. Beer, one of the original alcoholic beverages, was developed at the dawn of human civilization. Armed Forces Brewing Companys mission is to brew beers that honor those who have served.The companys flagship beer is their American Pale Ale, which is brewed with hops from the Pacific Northwest. The Company expenses advertising costs as they are incurred. IT'S 1700 SOMEWHERE T-SHIRT. The Company sold all of its test market inventory by March of 2020 as consumer demand for alcohol products rose during the COVID outbreak. Invite +1 to a Meet and Greet and dinner the evening before our annual shareholder event with members of our management and our advisory board. The operation of a brewery, wholesale and retail distribution of beer, and operation of restaurants and bars will each be subject to obtaining a liquor license or other licensure in the states in which such operations take place. Investors name on the Companys wall of investors at the $50,000+ level plus special recognition at each Armed Forces Brewing Company location opened in the future. When the Company indicates that the Offering will hold a closing and the Investors subscription is to be accepted (either in whole or part), then the Holding Account shall disburse such Investors subscription proceeds in its possession to the account of the Company. The Company will brew and package a small batch of the beer, give the investor two cases, and the Company will sell the beer in some stores and online***, A personalized, autographed copy of Robert ONeills book The Operator. If the total capital raised is $3,750,000: Net Tangible Book Value per Share before Offering (based on 3,881,250 Shares), Increase in Net Tangible Book Value per Share Attributable to Shares Offered Hereby (based on 375,000 Shares). 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. Through good times and bad, the beer industry enjoys steady rates of consumer consumption and is one of the top beverages of choice around the world. In November 2019, the FASB issued Accounting Standards Update (ASU) No. 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. In summary, the Bylaws state that the Class C Common Stock Shares sold in this Offering are subject to a Right of First Refusal. But persistent double-digit percentage sales growth is fantastic in an industry largely dominated by slow and predictable consumption trends. 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. There have been a number of ASUs to date, including those above, that amend the original text of ASC. Securities to be issued pursuant to this Offering will be Shares of Class C Common Stock. Article XIV of the Companys Bylaws set out various restrictions on transfer that attach to the Shares of Class C Common Stock being sold in this Offering. For this reason, you should read this Offering Circular and all exhibits and referenced materials carefully and should consult with your own attorney and business advisor prior to making any investment decision. Your date of birth and social security number or other national ID number. 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. With respect to an Approved Sale that is structured as a sale of all or substantially all the assets of the Company, each shareholder of the Company shall receive its share of the sale proceeds in accordance with the provisions of the Companys Certificate of Incorporation, Bylaws, and applicable law. The term "dilution" refers to the reduction (as a percentage of the aggregate Shares outstanding) that occurs for any given Share when additional Shares are issued. The warrants may be exercised by Dalmore or their assigns at no cost ($0.00 per. Limitation of Liability and Indemnification of Officers and Directors. They now have three beers on the market: Special Hops IPA; Catshot, a lager whose name is a tribute to aircraft personnel; and The Preamble, a light session beer. 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 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. IN ADDITION TO THE RISKS LISTED ABOVE, BUSINESSES ARE OFTEN SUBJECT TO RISKS NOT FORESEEN OR FULLY APPRECIATED BY THE COMPANYS MANAGEMENT. In addition to owning equity in our company, we give you special perks depending on the amount you invest. America Deserves A Great Beer! 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 deferred tax assets and liabilities represent the future. Media Contact: MARCH MarketingBeth.dillon@marchcorp.com773-294-5356. Robert is also a global public speaker, social media influencer, and best-selling author of the book The Operator: Firing the Shots That Killed Osama bin Laden and My Years as a SEAL Team Warrior. Since leaving active duty, ONeill is also the founder of theSpecial Operators Transition Foundation, which provides individualized transition support for special operations heroes and their families. have a material adverse effect on its business. Any of such events or occurrences could have a material adverse effect on the Companys financial results and on your investment. The information on this website was created by Armed Forces Brewing Company, Inc. to assist with marketing our Regulation A stock offering. Dalmore does not expressly or impliedly affirm the completeness or accuracy of the Form 1-A and/or Offering Circular presented to investors by the Company. NEITHER THE DELIVERY OF THIS OFFERING CIRCULAR NOR ANY SALE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE THE IMPLICATION THERE HAS BEEN NO CHANGE IN THE INFORMATION CONTAINED HEREIN SUBSEQUENT TO THE DATE HEREOF. Shares will be offered until either (a) the date upon which the Company confirms that it has received in the escrow account and/or or holding account gross proceeds of $7,500,000.00 in deposited funds; (b) the expiration of 365 days from the date of this Offering Circular unless extended for up to another 365 days in its sole discretion by the Company; or (c) the date upon which a determination is made by the Company to terminate the Offering in its sole discretion. There are a few things to consider before investing in Armed Forces Brewing Company. Armed Forces Brewing Co. Are you over 21 years of age? Plan will cause dilution to all Shareholders. 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. The holders of the Class A Common Stock, Class B Common Stock and Class C Common Stock have equal rights provided by law of the state of Delaware for stockholders of a Delaware corporation and the shares of Class A Common Stock, Class B Common Stock and Class C Common Stock are identical in all respects, except that the holders of Shares of Class C Common Stock have no voting rights, except where expressly required by Delaware law. Investors in this offering risk the loss of their entire investment. 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 had $12,843 in revenue from January 1, 2020 to December 31, 2020. Some of them may have concurrent responsibilities at other entities. Calculated by Time-Weighted Return since 2002. INVESTORS WILL BE REQUIRED TO REPRESENT THAT THEY ARE ABLE TO BEAR THE ECONOMIC RISK OF THEIR INVESTMENT AND THAT THEY (OR THEIR PURCHASER REPRESENTATIVES) ARE FAMILIAR WITH AND UNDERSTAND THE TERMS AND RISKS OF THIS OFFERING. In particular, while the Company and its management are hopeful that the long-term effects will eventually be minimized from the coronavirus pandemic and the related economic issues that have affected both the U.S. and the global economy and the Company, neither management nor the Company can offer any assurance that what they believe to be the long term favorable conditions will not be outweighed by the occurrence, the past problems and future unknown problems and issues caused by the coronavirus pandemic. 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. 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 Holding Account by prospective Investors will be returned promptly to them without interest or deductions. Beneficial ownership and percentage ownership are determined in accordance with the rules of the Securities and Exchange Commission and include voting or investment power with respect to the shares. 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. 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 Shares in This Offering Have No Protective Provisions. 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. Net loss for the period from January 1, 2019 to December 31, 2019 was $(12,132). Therefore, the Company may not be able to protect the Company's proprietary rights against unauthorized third-party use. Many of its competitors have substantially greater financial, technical and other resources, such as larger research and development staff and experienced marketing organizations. 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