FEDERAL LAW AND STATE SECURITIES LAWS LIMIT THE RESALE OF SUCH SECURITIES AND IT IS THEREFORE URGED THAT EACH POTENTIAL INVESTOR SEEK COUNSEL CONCERNING SUCH LIMITATIONS. This is not a contingent offering, and the Company plans to hold its first closing approximately three weeks after the qualification of the Offering. The Companys actual, perceived or alleged failure to comply with applicable laws and regulations or to protect personal data, could result in enforcement actions and significant penalties against the Company, which could result in negative publicity, increase the Companys operating costs, subject the Company to claims or other remedies and may harm its business which would negatively impact the Companys financial well-being and your investment. The Company has broad discretion in its use of proceeds and, as an investor, you are relying on managements judgment. THIS OFFERING CIRCULAR DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL. Armed Forces Brewing Company reserves the right to reject certain names and beer ingredients in their absolute discretion. To Date, The Company Has Had Operating Losses And Does Not Expect To Be Initially Profitable For At Least The Foreseeable Future, And Cannot Accurately Predict When It Might Become Profitable. 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 is offering up to $7,500,000.00 of its Shares of Class C Common Stock to investors in this Offering. The Company generates revenues by selling beer. 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. Further, the importance of brand recognition will increase as competition in the market increases. 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. This Offering is a material event that should cause future reported financial information to be materially different than the numbers reflected below. Generally, no sale may be made to anyone in our offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. 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. To help you understand these efforts, the Company wants to provide you with some information about money laundering and the Companys efforts to help implement the USA Patriot Act. When the Company issues more Shares or other securities, the percentage of the Company that you own will decrease, even though the value of the Company may increase. Changes in Public Attitudes and Tastes Could Harm the Companys Business and Regulatory Changes in Response to Public Attitudes and Tastes Could Adversely Affect the Companys Business. It also exports its products to Canada, Europe, Asia, and Australia. Classification of our assets of as plan assets could adversely affect both the plan fiduciary and management. Management believes that its experience will position Armed Forces Brewing Company, Inc. for profitable operations and will create new market opportunities in the United States. We will brew and package a small batch of the beer, give you two cases, and we will sell the beer in some stores and/or online***, A personalized, autographed copy of Robert ONeills book The Operator, 12 stickers three each from Armed Forces Brewing Company, the Seawolf brand, the Airman brand and the Soldier brand. As the beer industry continues to consolidate and the Company grows, the capacity and willingness of breweries owned by others where the Company could brew, ferment or package some of its products, if necessary, may become a more significant concern and, thus, there is no guarantee that the Companys needs will be uniformly met. Investments in Armed Forces Brewing Company begin at $200, at $10 a share and come in different tiers with their own perks. Both my partners loved craft beer and wanted to start aNavy-specific craft beer brand, Beal said. There's more to these packages, but a lot of it revolves around typical swag, such as stickers and merch. Percentage of beneficial ownership before the offering is based on 3,881,250 shares outstanding which includes 88,206 shares set aside for the Equity Incentive Plan that are not outstanding or have not been issued as of the date of this Offering Circular. or managing member of any such investment manager or solicitor, or any director, executive officer or other officer participating in the offering of any such investment manager or solicitor or general partner or managing member of such investment manager or solicitor has been subject to certain Disqualifying Events described in Rule 506(d)(1) of Regulation D subsequent to September 23, 2013, subject to certain limited exceptions. Investors are urged to consult with their attorneys, accountants and personal investment advisors prior to making any decision to invest in the Company. The Shares of Class C Common Stock being offered in this Offering Circular are subject to drag-along rights. Changes In Tax Laws, Or Their Interpretation, And Unfavorable Resolution Of Tax Contingencies Could Adversely Affect The Companys Tax Expense. 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. Consequently, as of the date of this Offering Circular, the Company has only limited assets, contributed by the founders and early investors. He is an Afghanistan War veteran and served in the Marine Corps as a combat correspondent. Transferees of the Shares will be required to meet the above suitability standards. Preamble by Armed Forces Brewing Company is a Lager - American which has a rating of 3.5 out of 5, with 512 ratings and reviews on Untappd. The Companys Operating Results and Cash Flow May Be Adversely Affected by Unfavorable Economic, Financial and Societal Market Conditions. The Company uses agricultural commodities in the manufacturing of its beer. The Companys Future Financial Performance And Its Ability To Compete Effectively Will Depend, In Part, On The Companys Ability To Manage Any Future Growth Effectively. 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). To make great beer, you need a great brewmaster. There have been a number of ASUs to date, including those above, that amend the original text of ASC. Depreciation is provided using the straight-line method, based on useful lives of the assets. As of February 27, 2023, snowpack in Colorado was 123 percent measured as percent . On Thursday, a commercial for Armed Forces Brewing Company began making the rounds on social media after the company uploaded the full promotional video to YouTube featuring the SEAL Team Six veteran as he shoots bad guys off-screen, mocks beer snobs, and makes a last-minute reference to that time he got into a Twitter fight with an airline for refusing to wear a mask. The advertisement itself is pretty standard fare these days, and its similar to commercials from veteran-run businesses that are already out there, which is to say that it plays like a military-grade and mega-moto version of Dollar Shave Clubs 2012 viral hit. 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. Armed Forces Brewing Company offers tours of the brewery, and they also host events such as live music and trivia nights. Because the Shares being sold are not publicly or otherwise traded, the market for the securities offered is presently stabilized. You should be aware of the long-term nature of your investment in the Company. 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. Shares of stock or notes which the Company sells could be sold into any market that develops, which could adversely affect the market price. 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. Derek Detenber, Chief Marketing and Merchandising Officer at Batteries Plus is a franchise industry veteran with decades of consumer marketing experience at world-class brands such as Wendy's and Massage Envy. My dad was an officer in theAir ForceandAir National Guard, Beal said. 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. Disposition of Shares of Class C Common Stock. America Deserves A Great Beer! This tiny segment won't rekindle growth overnight for Japan's No. Theres Bootcamp which comes in between$500-$999 and Brigade at $1,000-$4,999, and then it just keeps climbing. 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. Specifically, this one. ONeill is one of the most highly decorated combat veterans of this era, serving as a combat leader for Seal Team 6. The Company's success is heavily dependent upon the continued active participation of the Company's current executive officers, as well as other key personnel and contractors. Each holder of Class C Common Stock, as such, shall have no voting rights other than any which may exist under Delaware corporate law and shall not have the right to participate in any meeting of shareholders or to have notice of those meetings. To manage growth effectively, the Company will need to: Establish definitive business strategies, goals and objectives; Maintain a system of management controls; and. VIP Treatment and four invitations to our annual shareholder event*, Invite +1 to a Meet and Greet and dinner the evening before the Companys annual shareholder event with members of our management and our advisory board, Four Armed Forces Brewing Company beer glasses, Access for three to the VIP tent/section at one event we sponsor, Membership in our tasting club where you have the opportunity taste every new beer before it goes to market**. 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). Different rules apply to accredited investors and non-natural persons. In addition to the veteran and spouse, two or more persons who intend to hold title may be placed on the mortgage with the veteran. 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. AN INVESTMENT IN THIS COMPANY SHOULD ONLY BE MADE IF YOU ARE CAPABLE OF EVALUATING THE RISKS AND MERITS OF THIS INVESTMENT AND IF YOU HAVE SUFFICIENT RESOURCES TO BEAR THE ENTIRE LOSS OF YOUR INVESTMENT, SHOULD THAT OCCUR. BEFORE INVESTING IN THIS OFFERING, PLEASE REVIEW ALL DOCUMENTS 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. 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 . Improper access to the Company's or these third parties' systems or databases could result in the theft, publication, deletion or modification of confidential customer and other information. They have a market capitalization of over $200 billion. The company was founded in 2014 by two military veterans, Adam and Tim. In part, this alert states that investing using a credit card has several risks including, but not limited to high interest rates, credit risk, transaction fees, credit card abuse, unauthorized charges on your credit card statements and risks related to third-party payment processors. If These Assumptions Or Analyses Prove To Be Incorrect, The Companys Actual Operating Results May Be Materially Different From Its Forecasted Results. This is an industry mostly devoid of small, fast-growing companies -- at least, publicly traded ones for the average investor. 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. Chief Brewing Officer and Board of Directors Member. Many of its competitors have substantially greater financial, technical and other resources, such as larger research and development staff and experienced marketing organizations. 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. Changes in the general economic climate, both in the United States and internationally, could have a detrimental impact on consumer expenditure and therefore on the Companys revenue. In addition, courts outside the United States are sometimes less willing to protect trade secrets. The Chinese military is a branch of the People's Republic of China Armed Forces and contains the land, naval, air, and strategic missile forces. The Company's Employees May Engage In Misconduct Or Improper Activities. Armed Forces Brewing Company reserves the right to reject certain names and beer ingredients in their absolute discretion. Significant judgment is required in determining our provision for income taxes and other tax liabilities. 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. Government and Other Campaigns and Laws Could Reduce Demand. 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. The Companys future effective tax rates could be adversely affected by changes in tax laws or their interpretation, both domestically and internationally. As of December 31, 2020 as the Company had no taxable income, the unrecognized tax benefits accrual was zero. Lack of additional funding could force us to curtail substantially our growth plans. Launched in 2019, Armed Forces Brewing Company was . Since leaving active duty, ONeill is also the founder of the Special Operators Transition Foundation, which provides individualized transition support for special operations heroes and their families. The price at which the Shares are being offered has been arbitrarily determined by the Company. 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. 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