If such an extension of the Offering is to occur, an appropriate filing will be made with the SEC to provide notification of the extension. Chief Executive Officer, Chief Financial Officer and Director. The brewery was founded in 2012 by three veterans of the United States Marine Corps: Chris Christoffersen, Brad Williams, and Matt corporal.The brewerys mission is to create world-class beer that honors our military service and inspires patriotism. Bootstrap Brewing has won numerous awards for its beers, including a gold medal at the Great American Beer Festival and a silver medal at the World Beer Cup.Bootstrap Brewings beers are available in Colorado, Kansas, Nebraska, Wyoming, and New Mexico. https://t.co/dQ17NGhG13 pic.twitter.com/XHkN7uKSPw. Although the Company believes that our tax estimates will be reasonable: (i) there is no assurance that the final determination of tax audits or tax disputes will not be different from what is reflected in our income tax provisions, expense amounts for non-income based taxes and accruals and (ii) any material differences could have an adverse effect on our financial position and results of operations in the period or periods for which determination is made. The Company cannot be certain it will be successful in quickly identifying and neutralizing these attacks. Armed Forces Brewing was formed in the state of Delaware on January 11, 2019 as Seawolf Brewing Company LLC. Integral Transfer Agency USA Inc. will serve as transfer agent to maintain shareholder information. Any forward-looking statement made by the Company in this Offering Circular or any documents incorporated by reference herein speak only as of the date of this Offering Circular or any documents incorporated by reference herein. Armed Forces Brewing Company also offers a variety of other beers, including an IPA, a stout, and a wheat beer. 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. 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. America Deserves A Great Beer! From there the investments jump up quite a bit, as do the titles. Despite this, the Company entered into an escrow agreement with PrimeTrust to provide escrow services for investor funds in this offering. About This Form 1-A and Offering Circular, In making an investment decision, you should rely only on the information contained in this Form 1-A and Offering Circular. 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. Any such arrangement will add to its expenses in connection with the offering. 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 . Investor Funds Will Not Accrue Interest While in the Escrow Account or Holding Account Prior To Closing. Thus, classification of our assets as plan assets could make the management a fiduciary of an investing plan. There can be no assurances that there are no significant deficiencies or material weaknesses in the quality of our financial controls. It is possible that the Company may never reach a financial position where it can or will issue dividends. These third-party facilities require uninterrupted access to the Internet. Dividends, if ever declared, may be paid in cash, in property, securities or in stock of the Company, subject to the provisions of law, the Companys Bylaws and the Certificate of Incorporation. For the past five years, Jeff has worked for Asheville, North Carolina based JSJ Consulting as well as Agora Concepts, Inc. d/b/a SOUL Gastrolounge in Charlotte North Carolina, 4Caret Enterprises, LLC d/b/a The Diamond in Charlotte, North Carolina and RAGA Charlotte, LLC d/b/a KIKI Bistro in Charlotte North Carolina. This beer is for everybody to drink, its not some pretentious asshole beer for some slackster or coffee-house misanthrope, ONeill says in the clip as he pulls a Spock and knocks out a guy wearing flannel because he likes hoppy beers. The Company does not anticipate any material reclassification, merger, consolidation, or purchase or sale of a significant proportion of assets (not in the ordinary course of business) during the next 12 months. However, with the mega-beer merger not going exactly as planned, there are better beer investments than AB InBev. The Shares Being Offered Have No Voting Rights. It controls hundreds of beer brands such as Budweiser, Stella Artois, Beck's, Leffe, and an assortment of acquired craft brewers in the U.S. In addition, a senior foreign political figure includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure. 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. 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. Furthermore, the Shares may not be offered, sold, transferred, or delivered, directly or indirectly, to any person who (i) has more than fifteen percent (15%) of its assets in Sanctioned Countries or (ii) derives more than fifteen percent (15%) of its operating income from investments in, or transactions with, sanctioned persons or Sanctioned Countries. The particular facts concerning the sponsorship, operations and other investments of a qualified retirement plan, IRA or Keogh Plan may cause a wide range of persons to be treated as parties in interest or disqualified persons with respect to it. Deterioration in the brand equity (brand image, reputation and product quality) of the Company or its products may have a material adverse effect on its financial results as well as your investment. The Company will face significant competition in the United States, Canada and elsewhere which could adversely affect your investment. (Exhibit 1A-2A). The Company reserves the right to change the use of proceeds set out herein based on the needs of the ongoing business of the Company and the discretion of the Companys management. You are not obligated to supply any information so requested by the Company, but the Company may reject a subscription from you or any person who fails to supply such information. We plan to build a team to scale Armed Forces Brewing Company across the country, and eventually internationally as well. To that end, the Company must be able to manage its development efforts effectively and hire, train and integrate additional management, administrative and sales and marketing personnel. Should such additional broker-dealers be engaged, an amendment to this Offering Circular will be filed disclosing the additional fees. Robert ONeill, the former Navy SEAL who is widely credited with firing the shots that killed Osama Bin Laden, has a new mission: To get you to invest in a beer company. 21 & up. In summary, the Bylaws state that the Class C Common Stock Shares sold in this Offering are subject to a Right of First Refusal. investors should note that this chart contains only the best estimates of the Companys management based upon information available to them at the present time, and that the actual use of proceeds is likely to vary from this chart based upon circumstances as they exist in the future, various needs of the Company at different times in the future, and the discretion of the Companys management at all times. An investment in the Companys Shares is speculative and there is no assurance that investors will obtain any return on their investment. If the Company is sued in connection with any data security breach, the Company could be involved in protracted and costly litigation. 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. Your name on our online wall of investors (and later in our physical locations) at the $25,000+ level plus special recognition at each Armed Forces Brewing Company location opened in the future. 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). The company has won several awards, including a gold medal at the Great American Beer Festival and a silver medal at the World Beer Cup.The companys founders have stated that their mission is to brew quality craft beer for everyone to enjoy. The Company currently has limited marketing organization its brands and the Company. Consequently, this is an uncommon growth stock in the alcohol investment world. Any of such events or occurrences could have a material adverse effect on the Companys financial results and on your investment. Nothing prohibits a shareholder, or any member, partner, employee, or shareholder of a shareholder, from receiving either (i) additional ordinary and. This provision may have the effect of limiting the ability of investors to bring a legal claim against the Company due to geographic limitations. These adverse conditions could affect the Company's financial condition and the results of its operations. You will have a little ability to take part in the management of the Company as a minority Shareholder and will not be represented on any management board of the Company. 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. 21 & up. 30 posts. The Company, by policy, routinely assesses the financial strength of its customer. An important part of Armed Forces Brewings mission is to use our success to give back to our brave men and women currently deployed, and our veterans, who have served our country in the defense of freedom. Contact and/or notify the Company, if needed, to gather additional information or clarification on an investor; 4.Not provide any investment advice nor any investment recommendations to any investor; 5.Keep investor details and data confidential and not disclose to any third-party except as required by regulators or in our performance under the broker-dealer agreement (e.g., as needed for AML and background checks); 6.Coordinate with third party providers to ensure adequate review and compliance; and. Armed Forces Brewing Company is dedicated to producing high-quality, handcrafted beers that honor the service and sacrifice of the men and women of the United States Armed Forces.The companys flagship beer is its West Coast IPA, which is a tribute to the Marines 3rd Battalion, 5th Marine Regiment, also known as The Darkhorse Battalion. The Darkhorse Battalion has a long history of distinguished service, dating back to World War II. The Shares of Class C Common Stock are an investment in equity. Federal regulations and Executive Orders administered by the OFAC prohibit, among other things, the engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. from around the world. The company has won several awards for its beers, including a gold medal at the 2016 Great American Beer Festival for its West Coast IPA. 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. Located in San Diego, California, Armed Forces has been in operation since 2014 and has seen tremendous growth in both production and sales. Charge to Retained Earnings for pre-inception costs: $42,675. Launched in 2019, Armed Forces Brewing Company was . Robert is employed by Robert J. ONeill, LLC based in Wilmington, Delaware and has been employed as such from 2013 to the present. The Shares of Class C Common Stock being offered in this Offering Circular are subject to drag-along rights. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact our financial statements. The following important factors, and those important factors described elsewhere in this Offering Circular. See "Plan of Distribution. The names and/or logos of Company brands may be challenged by holders of trademarks who file opposition notices, or otherwise contest, trademark applications by the Company for its brands. The Companys Chief Executive Officer is Alan Beal. The idea caught fire, leading to the first Starbucks to unionize. Armed Forces Brewing Company reserves the right to reject certain names and beer ingredients in their absolute discretion. 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. Depending on where investor resides, the Company may not be able to ship beer to the investor. Armed Forces Brewings philosophy is to brew beer worthy of being a tribute to the great active military warriors of the United States, and those veterans who served our country in the past. Our three brands Seawolf, Soldier and Airmen are already poised for distribution into Military Exchange stores across America and export overseas. Beal comes from a family with a history of extensive Military service. Only share with people of legal drinking age. Before investing in our offering, please review our offering circular carefully, ask any questions of the companys management that you would like answered and consult your own counsel, accountant and other professional advisors as to legal, tax and other related matters concerning this investment. The Company Relies Upon Trade Secret Protection To Protect Its Intellectual Property; It May Be Difficult And Costly To Protect The Company's Proprietary Rights And The Company May Not Be Able To Ensure Their Protection. We are currently evaluating the effect that the updated standard will have on the financial statements and related disclosures. Rupprecht serves as the chief brewing officer of Armed Forces Brewing. Misconduct by employees could include intentional failures to comply with laws or regulations, provide accurate information to regulators, comply with applicable standards, report financial information or data accurately or disclose unauthorized activities to the Company. 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. The Company also notes that some of the perks above involve the possible attendance at events. Cash consists of currency held in the Companys checking account. Different rules apply to accredited investors and non-natural persons. *Travel and accommodations not included on any perk. The Shares may not be offered, sold, transferred, or delivered, directly or indirectly, to any person who (i) is named on the list of specially designated nationals or blocked persons maintained by the U.S. Office of Foreign Assets Control (OFAC) at www.ustreas.gov/offices/enforcement/ofac/sdn or as otherwise published from time to time, (ii) an agency of the government of a Sanctioned Country, (iii) an organization controlled by a Sanctioned Country, or (iv) is a person residing in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC. The Company also relies upon, and will rely upon in the future, trade secrets. Expenditures for maintenance and repairs are expensed as incurred. In the event that any of Companys banks should fail, the Company may not be able to recover all amounts deposited in these bank accounts. The Company had net cash of $(155) on December 31, 2019. The Companys planned sources of revenue include: (1) wholesale beer sales, (2) retail beer sales, (3) food and beverage sales in taprooms and restaurants and (4) merchandise. 2 A senior foreign political figure is defined as a senior official in the executive, legislative, administrative, military or judicial branch of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. You will attend a shooting range event with members of our management and advisory staff. If the total capital raised is $5,625,000: Increase in Net Tangible Book Value per Share Attributable to Shares Offered Hereby (based on 562,500 Shares). The maximum aggregate amount of the Shares offered is $7,500,000.00 (the Maximum Offering). There is no market for the Company's Class C Common Stock, and it is highly unlikely that any such market will develop subsequent to this offering unless the Company becomes successful and then only under certain circumstances. If either a third-party facility failed, or the Company's ability to access the Internet was interfered with because of the failure of Internet equipment in general or if the Company becomes subject to malicious attacks of computer intruders, its business and operating results will be materially adversely affected. 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). occurred by the termination date of the Offering, in which event investor funds held in the Escrow Account, Holding Account or bank account will promptly be refunded to each investor without interest or deductions. Washington DC-Baltimore Area. Robert is Armed Forces Brewing Cos Military Relations Director, a member of our Board of Directors and our National Brand Ambassador. The continuing consolidation could also reduce the contract brewing capacity that is available to the Company. A sense of national unity and identity was forged as a result of victory in the First Barbary War and the Second Barbary War. You should thoroughly read and understand the significance of these restrictions and seek the opinion of your investment advisors before purchasing the Shares being offered. If a shareholder fails to deliver to the acquiring party at the closing of an Approved Sale a certificate for shares that are represented by a certificate and the related instruments of transfer, as required by the Bylaws, or, in lieu of any certificate that has been lost, stolen, or destroyed, an affidavit (and indemnification agreement) in form and substance acceptable to the board of directors that attests to the loss, theft, or destruction of the certificate, the shareholder: (i) will not be entitled to receive its share of the consideration from the Approved Sale with respect each share that is represented by the lost, stolen, or destroyed certificate, until the shareholder cures the failure (provided that no interest will be payable on the withheld consideration pending the shareholders cure of the failure, and the withheld consideration will be subject to reduction to reimburse the Company for any costs and expenses reasonably incurred by the Company in connection with the failure and subsequent cure), (ii) will cease to be a shareholder of the Company or to have any voting rights (if it had any voting rights) as a shareholder after the closing of the Approved Sale, (iii) will not be entitled to any distributions declared or made after the Approved Sale with respect to shares held by the shareholder, until the shareholder cures the failure, (iv) will have no other rights or privileges granted to shareholders under these Bylaws, and (v) in the event of liquidation of the Company, the shareholders rights with respect to the withheld consideration will be subordinate to the rights of any other shareholder. 1 These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs. The revenue is realized with the critical event (see planned sources of revenue below) and the amount of revenue is measurable. EACH INVESTOR SHOULD CONSULT HIS OR HER OWN ATTORNEY, ACCOUNTANT OR. 3881250. Lack of additional funding could force the Company to curtail substantially the Companys growth plans. The Companys team that is present will hand sign the investors target after the shooting event. As of December 31, 2020, the Company did not have any material outstanding accounts receivable. As of the date of this Offering Circular, the Company has one full-time employee. Perks will be fulfilled when this public stock offering has ended. For more information on Armed Forces Brewing Company, visit www.OwnArmedForcesBrewingCo.com and follow the brand on Facebook, Twitter or Instagram. The Companys business is highly regulated by federal, state and local laws and regulations regarding such matters as licensing requirements, trade and pricing practices, labeling, advertising, promotion and marketing practices, relationships with distributors, environmental impact of operations and other matters. Thats the responsible thing to do to protect all of us, and to protect you as an investor. We wish we didnt have to ask for your private information, but we have some legal responsibilities and requirements. 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 addition, the Company has issued one convertible note to an investor in the amount of $100,000 which may be converted to stock at some point in the future. In addition to owning equity in our company, we give you special perks depending on the amount you invest. If a subscription is rejected, all funds will be returned to subscribers within ten days of such rejection without deduction or interest. Chief Executive Officer (Principal Executive Officer) Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) and Director. In the event that the financing is a down round the holders of the convertible notes will dilute existing equity holders, and even more than the new investors do, because they get more shares for their money. 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. THERE IS NO PUBLIC MARKET FOR THE CLASS C COMMON STOCK OR ANY OTHER SECURITIES OF THIS COMPANY, NOR WILL ANY SUCH MARKET DEVELOP AS A RESULT OF THIS OFFERING. Funds tendered by investors will be kept in an escrow account or holding account until the next closing after they are received by the bank. 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. The Equity Incentive Plan is attached as a Material Contract in Exhibit 1A-6 to this Offering Circular. Will issue dividends responsibilities and requirements www.OwnArmedForcesBrewingCo.com and follow the Brand on Facebook, or... For investor funds in this Offering Circular 1A-6 to this Offering Circular will be fulfilled when this public stock has... Such events or occurrences could have a material adverse effect on the Companys growth plans due geographic. Accrue Interest While in the Companys team that is present will hand sign the investors target after the event. 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