IF THE PURCHASER LIVES OUTSIDE THE UNITED STATES, IT IS THE PURCHASER'S RESPONSIBILITY TO FULLY OBSERVE THE LAWS OF ANY RELEVANT TERRITORY OR JURISDICTION OUTSIDE THE UNITED STATES IN CONNECTION WITH ANY PURCHASE OF THE SECURITIES, INCLUDING OBTAINING REQUIRED GOVERNMENTAL OR OTHER CONSENTS OR OBSERVING ANY OTHER REQUIRED LEGAL OR OTHER FORMALITIES. At the time of this filing, many restaurants and bars went out of business, were shut down permanently or temporarily or only re-opened with limited capacity, and this or another pandemic, epidemic or outbreak of an infectious disease in the United States or in another country may adversely affect our business. The costs of establishing and operating a brewery and the planned restaurants and bars may be higher than expected. The Company had net cash of $(155) on December 31, 2019. Earned the Bar Explorer badge! Our company goal is to be 60-70% veteran and veteran family employed. 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. The Company also relies upon, and will rely upon in the future, trade secrets. The text on this website is a summary but does not contain all of the terms of our securities offering. The Shares being offered in this Offering Circular have no voting rights. If the Company is unable to defend the Company's trade secrets from others use, or if the Company's competitors develop equivalent knowledge, it could have a material adverse effect on. Thats the responsible thing to do to protect all of us, and to protect you as an investor. Armed Forces Brewing Company is a veteran-owned and operated craft brewery based in San Diego, California. America Deserves Great Beer. 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. And, along the way, Kirin is embarking on digital updates to modernize its operation and increase efficiency, further bolstering the company's dividend-paying capability. The fees and expenses of the Drag-Along Seller incurred in connection with a Drag-Along Sale and for the benefit of all shareholders (it being understood that costs incurred by or on behalf of a Drag-Along Seller for its sole benefit will not be considered to be for the benefit of all shareholders), to the extent not paid or reimbursed by the Company or the independent purchaser, shall be shared by all the shareholders on a pro rata basis, based on the consideration received by each shareholder; provided, that no shareholder shall be obligated to make any out-of-pocket expenditure before the consummation of the Drag-Along Sale. The Company may face competition from new companies as well as existing companies entering their business space. GENERALLY, NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. Sales Of The Companys Shares By Insiders Under Rule 144 Or Otherwise Could Reduce The Price Of The Shares, If A Trading Market Should Develop. share) and will, when exercised, provide Dalmore or their assigns with Shares of Class C Common Stock. For more information on this convertible note, or for any additional information regarding the table of beneficial ownership or any matter related to same, please contact the Companys Chief Executive Officer, Alan Beal, who will answer any questions you have regarding this matter. The Company has competitors both in the United States and internationally. 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. Changes in Tax, Environmental and Other Regulations, Government Shutdowns or Failure to Comply with Existing Licensing, Trade or Other Regulations Could Have a Material Adverse Effect on the Companys Financial Condition. According to their recent statement, Armed Forces Brewing Company was launched in 2019 and aims to raise $7.5 million in order to acquire a brewing facility to maximize production so the company can reach as many Americans as possible. Investments in Armed Forces Brewing Company begin at $200, at $10 a share and come in different tiers with their own perks. 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. ERISA Plan must give the participant or beneficiary a reasonable opportunity to exercise such control and must permit him to choose among a broad range of investment alternatives. Armed Forces Brewing Company is the parent company for three beer brands that pay tribute to each branch of the Military: Seawolf Brewery (Navy, Marines, Coast Guard), Soldier Brewery (Army), and Airmen Brewery (Air Force and Space Force). Join over 6,700, Armed Forces Brewing Company is pivoting to new 6. A Sanctioned Country means a country subject to a sanctions program identified on the list maintained by OFAC and available at www.ustreas.gov/offices/enforcement/ofac/sdn or as otherwise published from time to time. 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. $18,962. The warrants shall comply with transfer restrictions pursuant to FINRA Rule 5110(g)(2)(A)(ii). Now, anyone can invest in companies at an early stage before the company is either acquired or holds an IPO, said Almerico. Government and Other Campaigns and Laws Could Reduce Demand. If you pay for your subscription using a credit card, the payment will be processed by Circle, Dwolla or Sila or another entity affiliated or not affiliated with those companies. 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 subscription agreement includes a representation that if you are not an accredited investor as defined under federal securities law, you are investing an amount that does not exceed the greater of 10% of your annual income or 10% of your net worth, as described in the subscription agreement. So if youre looking for a tasty investment, this could be the one for you.Of course, as with any investment, there are no guarantees. Overall, though, Armed Forces Brewing Company seems like a solid investment for those looking to support a good cause and enjoy some delicious beer. The companys onsite roster lists a number of other military veterans, from fellow Navy SEALs to former Army Special Forces. The following table of beneficial ownership sets forth information regarding beneficial ownership of all classes of the Companys shares as of the date of this Offering Circular. Armed Forces Brewing Company is a small, veteran-owned brewery located in San Diego, California. If the Company is unable to defend the Company's trade secrets from others use, or if the Company's competitors develop equivalent knowledge, it could have a material adverse effect on the Company's business. 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. For more details on the rights of the Shares, see the Bylaws attached hereto and the section Securities Being Offered below. Investor 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 the Companys annual War Games event. Expenditures for renewals and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized. If this event occurs, you may own a smaller piece of a larger company. He is an innovative force in the booming development of the Charlotte, NC restaurant and nightlife industry. The Company reserves the unqualified discretionary right to reject any subscription for Shares, in whole or in part. In addition, the assets of an ERISA Plan or Keogh Plan must be valued at their current value as of the close of the plans fiscal year in order to comply with certain reporting obligations under ERISA and the Code. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED HEREUNDER ARE EXEMPT FROM REGISTRATION. The Companys Bylaws limit the liability of directors and officers of the Company to the maximum extent permitted by Delaware law. The Shares are being offered on a best-efforts basis to an unlimited number of accredited investors and an unlimited number of non-accredited investors only by the Company and through Dalmore Group, LLC (Dalmore), a broker/dealer registered with the Securities and Exchange Commission (the SEC) and members of the Financial Industry Regulatory Authority (FINRA). 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. 750,000 Shares of Non-Voting Class C Common Stock at $10.00 per Share. 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. Consequently, as of the date of this Offering Circular, the Company has only limited assets, contributed by the founders and early investors. James Earl Carter Jr. (born October 1, 1924) is an American retired politician who served as the 39th president of the United States from 1977 to 1981. To make the world smarter, happier, and richer. Additional mergers and acquisitions in its industry may result in even more resources being concentrated in its competitors. . Potato growers are beginning to prepare seed potatoes. Armed Forces Brewings team and business plan was created with the ability to mass scale. Net tangible book value per Share consists of shareholders equity adjusted for the retained earnings (deficit), divided by the total number of Shares outstanding. EACH PROSPECTIVE INVESTOR IS ENCOURAGED TO CAREFULLY ANALYZE THE RISKS AND MERITS OF AN INVESTMENT IN THE SHARES AND SHOULD TAKE INTO CONSIDERATION WHEN MAKING SUCH ANALYSIS, AMONG OTHER FACTORS, THE RISK FACTORS DISCUSSED ABOVE, AS WELL AS OTHERS NOT DISCUSSED ABOVE. Armed Forces Brewing Company is Veteran owned, Veteran operated, and we make great American beer for America's Military Heroes, First Responders, and Patriots. Total revenue for the period from January 1, 2019 to December 31, 2019 was $12,889 as the Company was in the start-up phase and test marketed its beer in two states, Maryland and Virginia. Prices for securities traded solely on the Pink Sheets may be difficult to obtain and holders of the Shares and the Companys securities may be unable to resell their securities at or near their original price or at any price. However, potential. Revenue is recognized when performance obligations under the terms of the contracts with our customers are satisfied. The stock could be a great addition for investors seeking income from their portfolios. Additionally, this concentration of ownership could discourage or prevent a potential takeover of our Company that might otherwise result in an investor receiving a premium over the market price for its Shares. The brewery has a taproom and bar located onsite, as well as a tasting room and retail store. If so, further dilution will occur, but these shares that may be converted are not reflected in the two tables and are not included in any dilution calculations in this Offering Circular. For general information on investing, we encourage you to refer to www.investor.gov. Save my name, email, and website in this browser for the next time I comment. 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. These cautionary statements qualify all forward-looking statements attributable to the Company or persons acting on its behalf. Armed Forces Brewing plans to be a major player in the military consumer marketplace which has a huge built-in, brand-loyal, retail and consumer base. The Companys Bank Accounts Will Not Be Fully Insured And Escrow or Holding Accounts In Which Investment Funds Will Be Held Pending Clearing By The Broker-Dealer May Not Be Insured In Part Or In Full. 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 Shares are being offered pursuant to Regulation A of Section 3(b) of the Securities Act of 1933, as amended, for Tier 2 offerings. 734 S. 7th St. Grand Junction, CO 81501 Phone: 970-242-5050 Email: webmaster . are offering to sell, and seeking offers to buy, the Shares only in jurisdictions where offers and sales are permitted. Armed Forces Brewing Company is here. James Clark is the Deputy Editor of Task & Purpose and has been with the publication since 2015. James Clark If you decide to add some beer stocks to your portfolio, bear in mind some of these stocks can exhibit volatile price action. He wasan Admin Operations Specialist at the United States Geological Survey based in Catonsville, MD from 2016 to 2020 and became a Contract Specialist at the United States Geological Survey in March 2020, a position he has held to present. The Company was converted to a Delaware corporation after a Certificate of Conversion and a Certificate of Incorporation were filed with the state of Delaware on or about August 21, 2020. ONeill is one of the most highly decorated combat veterans of this era, serving as a combat leader for Seal Team 6. Integral Transfer Agency USA Inc. will serve as transfer agent to maintain shareholder information. Should you choose to invest in this offering using a credit card, you should be aware of several risks. If paying by check, instructions shall be given by the Company as to how and where to deliver the payment by check and to whom the check should be made payable. Accounts and Notes Receivable. You will be required to complete a subscription agreement in order to invest. No matter what the economy, we always need these products. The brewery plans to expand distribution to other states in the future. Bootstrap Brewing is a veteran-owned and operated craft brewery in Lafayette, Colorado. Similar to issuing a cash rebate to a customer, issuing a share-based payment to a customer can incentivize additional purchases. Armed Forces Brewing Company has three brands under its masthead, each tailored to different military branches and in different stages of development. When expanded it provides a list of search options that will switch the search inputs to match the current selection. Without cash to pay down these debts, the Chvez administration was forced to dip into oil exports, and roughly a third of PDVSA's oil production in . There can be no assurance that actual results will not differ from those estimates. Investors seeking cash dividends should not purchase the Companys Shares. There is no assurance that you will realize a return on your investment or that you will not lose your entire investment. All of these risks, and many others known or unknown, related to this outbreak, and future outbreaks, pandemics or epidemics, could materially affect the long-term business of the Company and your investment. unenforceable in respect of, one or more of the specified types of actions or proceedings, the Company may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect the Companys business and financial condition. Press Esc to cancel. The Companys payments are generally collected at a later date due to the nature of the royalty account arrangement with its third-party logistics provide, which may be collected at various times through the year. Bob is an expert in all aspects of brewery operations, from recipe development to purchasing, production and packaging. 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. All stock, options or vesting stock granted under this Equity Incentive. He isa Network Systems Engineer and Team Leader for the U.S. Department of Defense in Ft. Meade Maryland and has been in that role since 2009. Selling broker-dealers and other persons who may participate in the offering may make additional reasonable inquiries in order to verify an investor's suitability for an investment in the Company. The Companys operations to date have been funded by the founders and initial investors. Plan will cause dilution to all Shareholders. The Company may extend the Offering for an additional time period unless the Offering is completed or otherwise terminated by the Company. Regardless of which company the Holding Account is created through should they be created in lieu of the Escrow Account, the subscription funds advanced by prospective Investors as part of the subscription process would be held in said Holding Account and would not be commingled with the Company's operating account, until there is a Closing with respect to that Investor and. Jeff has been involved with more than 50 openings, remodels, and consultations in his career. An investment in the Companys Shares is speculative and there is no assurance that investors will obtain any return on their investment. Armed Forces Brewing Company is a veteran-owned and operated craft brewery located in San Diego, California. numerous flags under the Marriott, Hilton, Starwood, and IHG brands. Your name on our online wall of investors (and later in our physical locations) at the $5,000+ level plus special recognition at each Armed Forces Brewing Company location opened in the future. 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. 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. Gary Bonadonna Jr. has been brewing up unionization efforts in western New York coffee houses since baristas at a local franchise asked his Workers United Rochester Regional Joint Board for help. This provision may have the effect of limiting the ability of investors to bring a legal claim against the Company due to geographic limitations. Investors should pay careful attention to the number of convertible notes that a company has issued and may issue in the future, and the terms of those notes. The Company also notes that some of the perks above involve the possible attendance at events. Enjoy responsibly. All funds received shall be held only in a non-interest-bearing escrow account or holding account. We celebrate our country, military, and beer! 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. $7,500,000.00 The Company will not accept investments greater than the Maximum Offering amount. From those estimates as transfer agent to maintain shareholder information differ from estimates... Brewery based in San Diego, California life of an asset are capitalized unqualified right! 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