Potato growers are beginning to prepare seed potatoes. Describing the concept as an "alternative to being pushed out or bought out from the mega commodity world," True Craft is Koch's answer to "market . This provision does not apply to legal actions arising under the Securities Act of 1933 or the Securities Exchange Act of 1934. A sense of national unity and identity was forged as a result of victory in the First Barbary War and the Second Barbary War. The Companys Operating Plan Relies In Large Part Upon Assumptions And Analyses Developed By The Company. Any holding accounts may be with payment processors and not a regulated banking institution, and thus may have no federal insurance covering said funds unlike if the funds had been deposited into a regulated U.S. bank or similar banking institution or may have federal insurance that is limited to a certain amount of coverage. The Company Is Not Subject To Sarbanes-Oxley Regulations And Lack The Financial Controls And Safeguards Required Of Public Companies. An investment in the Companys Shares is speculative and there is no assurance that investors will obtain any return on their investment. The Company's ability to generate significant revenues will depend, in large part, on the Company's ability to successfully market the Company's products to potential customers and who may not be convinced of the need for the Company's products and services or who may be reluctant to rely upon third parties to develop and provide these products. See Voting Rights section of Securities Being Offered below for details. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the section entitled Risk Factors and elsewhere in this Offering Circular. The Company had net cash of $18,962 on December 31, 2020. Enjoy responsibly. Armed Forces Brewing Companys mission is to brew high-quality beer that supports the military community.The company offers a variety of beers, including IPAs, stouts, porters, and blonde ales. George served for over twenty years in the Army, including tours of duty in Iraq and Afghanistan. We want you to invest and come along for the ride with us, but if you are looking for a stock you can buy today and sell tomorrow or in the near future, this investment is not for you. Prospective investors are not to construe the contents of our offering circular, or of any prior or subsequent communications from our company or any of its employees, agents or affiliates, or on this website as investment, legal, financial or tax advice. Additionally, the website only lists two beers at present: an IPA called Special Hops, and Cat Shot, a lager. Rupani is an administrator of acquisitions and grants at theUnited States Geological Surveyand company director. Material changes from the earlier reported period are primarily due to the Company receiving additional private funding in 2020, as set out below. Operating expenses for the period from January 1, 2019 to December 31, 2019 were $13,725. AS SUCH, THE COMPANY BELIEVES THAT THIS OFFERING CIRCULAR CONTAINS A FAIR SUMMARY OF THE TERMS OF ALL MATTERS, DOCUMENTS AND CIRCUMSTANCES MATERIAL TO THIS OFFERING. Accordingly, our employees, directors, executive officers and insider shareholders may have the power to control the election of our directors or managers and the approval of actions for which the approval of our shareholders is required. 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. 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. He graduated from Gallaudet University with a degree in Computer Science in 2007. In June 2019, the Company launched distribution into 12. stores and taprooms in the Norfolk, Virginia Beach, and Hampton Rhodes area of Virginia through Barrel Beverage Distributors. If at any time, the Drag-Along Seller receives a bona fide offer from an Independent Purchaser for a Drag-Along Sale, the Drag-Along Seller shall have the right to require that each other shareholder participate in the sale in the manner provided in the Bylaws; provided, however, that no shareholder is required to transfer or sell any of its shares if the consideration for the Drag-Along Sale is other than cash or registered securities listed on an established U.S. securities exchange or traded on the NASDAQ National Market. Lack of additional funding could force us to curtail substantially our growth plans. An increase in number of shares outstanding could also result from a share offering (such as an initial public offering, an equity crowdfunding round, a venture capital round, or an angel investment), employees or others exercising stock options, vesting of stock options or by conversion of certain instruments such as convertible bonds, other classes of stock or warrants into stock or other equity. This Offering Will Commence Upon Qualification of this Offering by the Securities and Exchange Commission and Will Terminate 365 days from the date of qualification by the Securities And Exchange Commission, Unless Extended For Up To Another 365 days or Terminated Earlier By The Issuer. Many of the Companys competitors have substantially greater financial resources, marketing strength and distribution networks than the Company. 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. Dalmore is not an underwriter and will not be paid underwriting fees but will be paid service fees. An Increase in Energy Costs Could Harm the Companys Financial Results. Interest on debt securities could increase costs and negatively impact operating results. The industry in which the Company participates is highly speculative and extremely risky. For a more detailed discussion of these and other significant risks, see RISK FACTORS in the main body of the Offering Circular. Alan Beal is a 35-year veteran of the food & beverage industry and has a passion for craft beer and the military. If the Company fails to successfully promote the Company's brand names or if the Company incurs significant expenses promoting and maintaining the Company's brand names, it would have a material adverse effect on the Company's results of operations. The Shares will only be issued to purchasers who satisfy the requirements set forth in Regulation A. If you invest in the Shares, you will be subject to this provision and may be required to participate in such a sale as set out in the Bylaws. Given its top free cash flow-generating ability, there's plenty to like about this diversified and highly profitable beer business. 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. You can also view it on the SECs website here. In addition to owning equity in our company, we give you special perks depending on the amount you invest. THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE. Different rules apply to accredited investors. As for attendance at sponsored events, we note that sponsored events will vary from year to year and may not occur at all some years. 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. The Companys tax returns and positions (including positions regarding jurisdictional authority of foreign governments to impose tax) are subject to review and audit by federal, state, local and international taxing authorities. In order to achieve the Company's near and long-term goals, the Company may need to procure funds in addition to the amount raised in this offering. In addition to selling their beer in kegs, they also distribute their beer to bars and restaurants throughout San Diego County.The company has experienced rapid growth since its inception and is currently on pace to produce over 10,000 barrels of beer in 2018. It is possible that recessionary pressures and other economic factors (such as declining incomes, future potential rising interest rates, higher unemployment and tax increases) may decrease the disposable income that customers have available to spend on products and services like those of the Company and may adversely affect customers confidence and willingness to spend. The type of dilution that negatively affects early-stage investors most occurs when the Company sells more Shares or securities in a down round, meaning at a lower valuation than in earlier offerings. If The Maximum Offering Is Not Raised, It May Increase The Amount Of Long-Term Debt Or The Amount Of Additional Equity It Needs To Raise. Asa part of our series about the future of retail, I had the pleasure of interviewing Derek Detenber. During the period from January 1, 2018 to December 31, 2019 the Company received funding consisting of $135,916 which was used to cover the operating expenses. 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. Each investor should consult their tax professional prior to investing. Robert ONeill is one of the most highly-decorated combat Veterans of our time. To the extent lawful, every shareholder waives any and all such rights under Delaware Law and any other appraisal rights, dissenters rights, or similar rights arising in connection with an Approved Sale and grant to the Drag-Along Seller the sole right to approve or consent to a Drag-Along Sale, without the approval or consent of any other shareholders. If the Drag-Along Seller approves a Drag-Along Sale (an Approved Sale), the Drag-Along Seller shall deliver a written notice (a Drag-Along Notice) to the Company and each shareholder no more than 10 days after the execution and delivery by all of the parties thereto of the definitive agreement entered into with respect to the Approved Sale and, in any event, no later than 20 days before the closing date of the Approved Sale. You should not place undue reliance on forward-looking statements. Many factors can affect commodity prices, including but not limited to political and regulatory changes, weather, seasonal variations, technology and market conditions. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. The Company may not be able to sell the Maximum Offering amount. The differences may be caused by a variety of factors, including but not limited to adverse economic conditions, lack of market acceptance, reduction of consumer demand, unexpected costs and operating deficits, lower sales and revenues than forecast, default on leases or other indebtedness, loss of suppliers, loss of supply, loss of distribution and service contracts, price increases for capital, supplies and materials, inadequate capital, inability to raise capital or financing, failure to obtain customers, loss of customers and failure to obtain new customers, the risk of litigation and administrative proceedings involving the Company or its employees, loss of government licenses and permits or failure to obtain them, higher than anticipated labor costs, the possible acquisition of new businesses or products that result in operating losses or that do not perform as anticipated, resulting in unanticipated losses, the possible fluctuation and volatility of the Companys operating results and financial condition, adverse publicity and news coverage, inability to carry out marketing and sales plans, loss of key executives, changes in interest rates, inflationary factors, and other specific risks that may be referred to in this Offering Circular or in other reports issued by us or by third-party publishers. Growth could place an increasing strain on its management and financial resources. The delivery of this Form 1-A and Offering Circular at any time does not imply that the information contained herein is correct as of any time subsequent to the date of this Form 1-A and Offering Circular. These laws and regulations may restrict or prohibit a wide range of pricing, discounting, marketing and promotion, sales commission, customer incentive programs and other business arrangements. 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. The estimate of the budget for offering costs is an estimate only and the actual offering costs may differ from those expected by management. The market for Armed Forces Brewing Company is ever-growing. Each investor must represent in writing that he/she/it meets the applicable requirements set forth above and in the Subscription Agreement, including, among other things, that (i) he/she/it is purchasing the Shares for his/her/its own account and (ii) he/she/it has such knowledge and experience in financial and business matters that he/she/it is capable of evaluating without outside assistance the merits and risks of investing in the Shares, or he/she/it and his/her/its purchaser representative together have such knowledge and experience that they are capable of evaluating. The Federal Deposit Insurance Corporation insures balances up to $250,000. Armed Forces Brewing Company is a veteran-owned and operated craft brewery based in San Diego, California. financial institutions. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or others controlling or working with the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. Management of the Company has wide latitude and discretion in the use of proceeds from this Offering. 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. 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. 11.7K followers. In addition, if the Company needs to raise more equity capital from the sale of additional stock or notes, institutional or other investors may negotiate terms at least as, and possibly more favorable than the terms of your investment. These expenditures may adversely affect the Companys results of operations and may not result in increased sales. The Company intends to engage Integral Transfer Agency USA Inc. to serve as the transfer agent and registrant for the Shares. 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. To make great beer, you need a great brewmaster. The Shares will be sold only to a person who is not an accredited investor if the aggregate purchase price paid by such person is no more than 10% of the greater of such person's annual income or net worth, not including the value of his primary residence, as calculated under Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended. Failure to secure additional financing in a timely manner and on favorable terms would have a material adverse effect on the Companys financial performance, results of operations and Share price and require it to curtail or cease operations, sell off its assets, seek protection from its creditors through bankruptcy proceedings, or otherwise. He has led, operated, and grown profitable multi-unit independent food & beverage groups in the Denver, Kansas City, and Charlotte markets. Boston Beer -- best known for its Samuel Adams craft beer label, Truly Hard Seltzer, Angry Orchard hard cider, and several other small regional brewers -- has long been a top advocate for the independent craft beer movement. Integral Transfer Agency USA Inc. will serve as transfer agent to maintain shareholder information. Armed Forces Brewing has successfully completed a test market run and is ready to expand to national and global distribution. Net Loss. ", PART II PRELIMINARY OFFERING CIRCULAR - FORM 1-A: TIER 2, PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933, 750,000 Shares of Non-Voting Class C Common Stock at $10.00 per Share, Minimum Investment: 20 Shares of Non-Voting Class C Common Stock ($200.00), See The Offering Page 13 and Securities Being Offered Page 67 For Further Details. with respect to, the Approved Sale; (iv) execute and deliver (or cause to be executed and delivered) any acquisition agreement and other transaction documentation requested by the board of directors or the Drag-Along Seller to consummate the Approved Sale, so long as the acquisition agreement and other transaction documentation are on the same economic terms and conditions with respect to all the holders of common stock of the Company and comply with any applicable terms of any preferred stock that is outstanding, with respect to the preferred stock; (v) if the Approved Sale will constitute a sale of shares, each shareholder shall (A) agree to sell all its shares (and any other securities of the Company) that are to be sold, exchanged, or otherwise transferred in the Approved Sale at the price and on the same economic terms and conditions as those shares (and any other securities of the Company) will be sold by the Drag-Along Seller or, if the Drag-Along Seller does not own any shares of a particular class, on the terms and conditions approved by the Drag-Along Seller (so long as those terms and conditions comply with the terms of the class of stock), and (B) deliver to the purchaser at the closing of the Approved Sale any and every certificate (if any) representing any of the shares that will be sold, exchanged, or otherwise transferred in the Approved Sale, together with one or more duly completed and executed letters of transmittal, transfer powers, assignments, or other applicable instruments of transfer in form and substance identical to those executed and delivered by the Drag-Along Seller in connection with the closing of the Approved Sale; and (vi) take all reasonably necessary actions that are requested by the board of directors or the Drag-Along Seller to accomplish the distribution of the aggregate consideration received from the Approved Sale. Such future fund raising will further dilute the percentage ownership of the Shares sold herein in the Company. Registration on or use of this site constitutes acceptance of our Terms of Service. The execution and tender of the documents required, as detailed in the materials, constitutes a binding offer to purchase the number Shares stipulated therein and an agreement to hold the offer open until the offer is accepted or rejected by the Company. I have a grandfather who served in World War II. Reply . The Company believes that maintaining and enhancing awareness of the Company's brand and its products is critical to achieving widespread acceptance and success of the Company's business. Armed Forces Brewing Company is one such brewery. This legislation is broad and complex, and given its recent enactment, regulations or other interpretive guidance are currently limited. Commodity markets are volatile and unexpected changes in commodity prices can reduce the Companys profit margin and make budgeting difficult. Armed Forces Brewing Company has three brands under its masthead, each tailored to different military branches and in different stages of development. Additional accounts may be used in the future in lieu of the Escrow Account for the same purpose. The amendments specify that existing guidance for capitalizing implementation costs incurred to develop or obtain internal-use software also applies to implementation costs incurred in a hosting arrangement that is a service contract. An investment in the Company may not be suitable for all recipients of this Offering Circular. The company's mission is to brew high-quality beer and to support veteran-owned businesses. Net tangible book value per Share consists of shareholders equity adjusted for the retained earnings (deficit), divided by the total number of Shares outstanding. 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