As of December 31, 2020 as the Company had no taxable income, the unrecognized tax benefits accrual was zero. You should read the following discussion and analysis of the Company's financial condition and results of the Company's operations together with the Company's financial statements and related notes appearing at the end of this Offering Circular. You are advised that, by law, the Company may be obligated to freeze the account of any purchaser, either by prohibiting additional subscriptions from it, declining any redemption requests and/or segregating the assets in the account in compliance with governmental regulations, and that the Company may also be required to report such action and to disclose such purchasers identity to the OFAC. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO WWW.INVESTOR.GOV. The Company May Face Significant Competition From Other Similar Companies, And Its Operating Results Will Suffer If It Fails To Compete Effectively, The Company may face significant competition from other companies, and its operating results could suffer if the Company fails to compete effectively. Armed Forces Brewing Company is a privately owned microbrewery that was founded in San Diego, California in 2014. Further, even if these efforts are successful, they may not be cost-effective. The Amount Of Capital The Company Is Attempting To Raise In This Offering May Not Be Enough To Sustain The Company's Current Business Plan. Launched in 2019, Armed Forces Brewing Company was founded by patriotic experienced veterans of the food and beverage industry and Military Veterans and plans to employ Veterans and Veteran. Engineering Academy launched to meet skills needs in Cumbria AN INNOVATIVE Engineering Academy has been launched by Lakes College to deliver Contact us to find out more information. Operating Expenses. This is an industry mostly devoid of small, fast-growing companies -- at least, publicly traded ones for the average investor. The minimum investment amount for a single investor is $200.00 for 20 Shares unless reduced on a case-by-case basis by the Company. Under Delaware law, non-voting shareholders are entitled to vote on certain matters despite having non-voting shares, which include, conversions and transfers, domestications, or continuances of the Company and amendments to the certificate of incorporation that would, unless otherwise provided in the certificate of incorporation increase or decrease the aggregate number of authorized shares, increase or decrease the par value of the shares, or adversely alter or change the powers, preferences, or special rights of the shares. Share only with people of legal drinking age. He has led several independent food and beverage groups in theDenver,Kansas Cityand Charlotte markets. Thus, there is a potential conflict in that management will participate in discussions concerning management compensation and audit issues that may affect management decisions. Owner of brands such as Coors, Miller, Blue Moon, and dozens of other beers. Unless otherwise indicated and subject to applicable community property laws, to the Companys knowledge, each shareholder named below possesses sole voting and investment power over their shares, where applicable. Additional risks and uncertainties may also have an adverse effect on the Companys business and your investment in the Shares. The Cost of Establishing and Operating A Brewery and Planned Restaurants and Bars May Be Higher Than Expected. The Company expects to continue to incur significant advertising, marketing and promotional expenditures to enhance its brands. Until recently, Constellation was able to sustain double-digit percentage sales growth from its beer brands for years, which make up almost three-quarters of total revenue and almost 80% of the company's profits. In addition to their brewing operations, Armed Forces Brewing Company also has a tasting room and a retail store at their brewery in San Diego.So far, Armed Forces Brewing Company has been well-received by both veterans and non-veterans alike. It is possible that the Company may never reach a financial position where it can or will issue dividends. 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. NO OFFERING LITERATURE OR ADVERTISING IN ANY FORM SHOULD BE RELIED ON IN CONNECTION WITH THE OFFERING EXCEPT FOR THIS OFFERING CIRCULAR, ANY EXHIBITS ATTACHED AND THE STATEMENTS CONTAINED IN BOTH. Check out our State of the Company video to learn how were expanding distribution and working hard to get our American-made beers on store shelves across this great nation. Investors are not entitled to any refund of funds transmitted by any means to the Company, or to the escrow account or holding account, for any reason, unless the Investor does not clear compliance by the broker-dealers involved. Property and equipment are recorded at cost. You should be aware of the long-term nature of your investment in the Company. That brings us to the present day. The Shares that Dalmore or their assigns will receive upon exercising their warrants will be restricted securities meaning they are not fully liquid, free trading shares unless the restrictions are lifted in accordance with applicable law. 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. ARMED FORCES BREWING COMPANY www.armedforcesbrewingco.com. The alcoholic beverage industry has been the subject of considerable societal and political attention for several years, due to public concern over alcohol-related social problems, including driving under the influence, underage drinking and health consequences from the misuse of alcohol, including alcoholism. Different rules apply to accredited investors and non-natural persons. This information does not necessarily indicate beneficial ownership for any other purpose. As an outgrowth of these concerns, the possibility exists that advertising by beer producers could be restricted, that additional cautionary labeling or packaging requirements might be imposed, that further restrictions on the sale of alcohol might be imposed or that there may be renewed efforts to impose increased excise or other taxes on beer sold in the United States. Accounts and Notes Receivable. Fees in the chart above only reflect the cash fee (5%), and do not reflect the warrants, which are also not represented in the table of beneficial ownership herein. Based upon Dalmore's anticipated limited role in this Offering, it has not and will not conduct extensive due diligence of this Regulation A offering and no investor should rely on Dalmore's involvement in this offering as any basis for a belief that it has done extensive due diligence. The Companys ability to obtain additional funding will determine its ability to continue as a going concern. 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. Any infringement of the Company's proprietary rights could result in significant litigation costs, and any failure to adequately protect the Company's proprietary rights could result in the Company's competitors offering similar products, potentially resulting in loss of a competitive advantage and decreased revenue. Disposition of Shares of Class C Common Stock. The Shares Being Offered Have No Voting Rights. James Clark The company is a product of the merger between U.S. brewer Anheuser-Busch and Belgian-Brazilian brewer InBev in 2008, as well as the acquisition of South African brewing giant SABMiller in 2016. Certain states are considering or have passed laws and regulations that allow the sale and distribution of marijuana. The directors and executive officers of the Company as of the date of this Offering Circular are as follows: Chief Executive Officer, Chief Financial Officer and Board of Directors Member. Such indemnification may be available for liabilities arising in connection with this Offering. Armed Forces Brewing Company is a veteran-owned and operated craft brewery located in San Diego, California. I have two uncles who wereMarines, one of which was a Purple Heart recipient, and then I have another uncle and three cousins that went to West Point. 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. Similar to issuing a cash rebate to a customer, issuing a share-based payment to a customer can incentivize additional purchases. Holding company for Corona, Modelo, and other wine and spirits brands. But there are some standouts in the space worth your attention, especially for investors seeking to generate some dividend income along the way. The Company is a Delaware corporation for the general purpose of transacting any or all lawful business for which a corporation may be formed in the State of Delaware. The Shares of Class C Common Stock being offered in this Offering Circular are subject to drag-along rights. $14.00. 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 persons 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. The company plans to hire and employ at least 70 percent of its workforce from the Veteran community and to have social impact around issues, including Veteran suicide and Veteran homelessness. There are 750,000 Shares being offered at a price of $10.00 per Share with a minimum purchase of Twenty (20) Shares per investor. The largest American owned brewing company is Anheuser-Busch InBev. Armed Forces Brewing Company, Inc. (A Delaware Corporation) 1420 Catlyn Place Annapolis, MD 21401 410-999-4117 www.ArmedForcesBrewingCo.com 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) Maximum Offering: $7,500,000.00 At each closing, with respect to subscriptions accepted by the Company, funds held in the escrow account or holding account will be distributed to the Company, and the associated Shares will be issued at that time to the investors that purchased such Shares. When you review our offering circular, please review all of the risk factors before making an investment in our company. The pandemic led to a sharp increase in at-home alcohol consumption. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance or achievements. Rupprecht serves as the chief brewing officer of Armed Forces Brewing. The Shares, when issued, will be fully paid and non-assessable. Expenditures for maintenance and repairs are expensed as incurred. As of December 31, 2020, the Company had $18,962 in cash and cash equivalents. 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. 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. Armed Forces Brewing Company is a small, veteran-owned brewery located in San Diego, California. When you invest, you receive real stock in our company one share of Class C Non-Voting Common Stock for every $10.00 you invest. Our offering circular does not constitute an offer or solicitation in any jurisdiction in which such an offer or solicitation would be unlawful. The new standard for nonpublic entities will be effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years, and early application is permitted. IT'S 1700 SOMEWHERE T-SHIRT. Consequently, this is an uncommon growth stock in the alcohol investment world. 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. *** Restrictions apply. We are Veteran owned, Veteran operated, and we make great American beer for America's Military Heroes, First Responders, and Patriots. Our Chief Operating Officer Jeff Jennings has been one of the top food and beverage owner-operators and consultants in the Southeast for more than 30 years with corporate level multi-state, multi-unit experience in managing operations under the Marriott, Hilton, Starwood, and IHG brands. And he kills space aliens? In summary, the. Recent changes to Regulation A promulgated under the Securities Act prohibit an issuer from claiming an exemption from registration of its securities under such rule if the issuer, any of its predecessors, any affiliated issuer, any director, executive officer, other officer participating in the offering of the interests, general partner or managing member of the issuer, any beneficial owner of 20% or more of the voting power of the issuers outstanding voting equity securities, any promoter connected with the issuer in any capacity as of the date hereof, any investment manager of the issuer, any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with such sale of the issuers interests, any general partner. To make the world smarter, happier, and richer. This button displays the currently selected search type. THIS OFFERING CIRCULAR DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL. An Armed Forces Brewing Company Challenge Coin, Your name on our online wall of investors (and later in our physical locations) at the $200+ level, One invitation to our annual shareholder event*, Access to the investors-only section of our website, Four stickers one each from Armed Forces Brewing Company, the Seawolf brand, the Airman brand and the Soldier brand, Your name on our online wall of investors (and later in our physical locations) at the $500+ level, Two invitations to our annual shareholder event*, Access for one to VIP tent/section at one event we sponsor*, Eight stickers two each from Armed Forces Brewing Company, the Seawolf brand, the Airman brand and the Soldier brand, Your name on our online wall of investors (and later in our physical locations) at the $1,000+ level, Two Armed Forces Brewing Company beer glasses, Access for two to the VIP tent/section at one event we sponsor, Membership in our tasting club where you have the opportunity to taste certain new beers before they go to market**, Twelve stickers three each from Armed Forces Brewing Company, the Seawolf brand, the Airman brand and the Soldier brand. 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. It is possible that (a) Disqualifying Events may exist of which the Company is not aware and (b) the SEC, a court or other finder of fact may determine that the steps that the Company has taken to conduct its inquiry were inadequate and did not constitute reasonable care. 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. Armed Forces Brewing Company is a veteran-owned and operated brewery located in San Diego, California. The girls had 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. Moreover, the Company's competitors may independently develop equivalent knowledge, methods and know-how. 10% discount in the Companys online store, once it opens. 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). So, is Armed Plan will cause dilution to all Shareholders. In the case of sales to fiduciary accounts (Keogh Plans, Individual Retirement Accounts (IRAs) and Qualified Pension/Profit Sharing Plans or Trusts), the above suitability standards must be met by the fiduciary account, the beneficiary of the fiduciary account, or by the donor who directly or indirectly supplies the funds for the purchase of the Shares. Any negative publicity and/or litigation could be costly for the Company, divert management attention, and could result in increased costs of doing business, or otherwise have a material adverse effect on the Companys business, results of operations, and financial condition. 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. 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