IN ADDITION TO THE RISKS LISTED ABOVE, BUSINESSES ARE OFTEN SUBJECT TO RISKS NOT FORESEEN OR FULLY APPRECIATED BY THE COMPANYS MANAGEMENT. Armed Forces Brewing Companys stock offering will be held under Regulation A, a law passed as part of the 2012 Jumpstart Our Business Startups (JOBS) Act that allows small and emerging companies to raise capital by selling stock online through equity crowdfunding. The Company cannot be certain that any such financing will be available on acceptable terms, or at all, and its failure to raise capital when needed could limit its ability to continue its operations. The actual effects of the spread of coronavirus or of another pandemic are difficult to assess as the actual effects will depend on many factors beyond the control and knowledge of the Company. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The Company does not have the internal infrastructure necessary, and is not required, to complete an attestation about our financial controls that would be required under Section 404 of the Sarbanes-Oxley Act of 2002. Property and Equipment. 7.Comply with any required FINRA filings including filings required under Rule 5110 for the Offering. Investors name on the Companys wall of investors at the $10,000+ level plus special recognition at each Armed Forces Brewing Company location opened in the future. 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. IF YOU ARE UNCERTAIN AS TO WHETHER OR NOT OFFERS OR SALES MAY BE LAWFULLY MADE IN ANY GIVEN STATE, YOU ARE HEREBY ADVISED TO CONTACT THE COMPANY. According to their website, they boast a 95% success rate and target returns of between 1.2-2x investment. He has been involved in contract brewing for several international customers as well as fledgling nanobreweries. 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. Different rules apply to accredited investors. . Such occurrences may create bad tasting beer or pose health risk to the consumer or risk to the integrity and safety of the packaging. A product thousands of years in the making, modern beer is now a basic staple of the global economy. 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. The material change in revenues was due to the inability to brew beer and meet demand when contract brewing was halted for several months during the pandemic. The Company evaluates its tax positions that have been taken or are expected to be taken on income tax returns to determine if an accrual is necessary for uncertain tax positions. According to the United States State Department, one recent estimate puts the amount of worldwide money laundering activity at $1 trillion a year. No matter what the economy, we always need these products. Growth could place an increasing strain on its management and financial resources. (4)If you are affiliated with a non-U.S. banking institution (a Foreign Bank), or if you receive deposits from, make payments on behalf of, or handle other financial transactions related to a Foreign Bank, you represent and warrant to the Company that: (a) the Foreign Bank has a fixed address, and not solely an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities; (b) the Foreign Bank maintains operating records related to its banking activities; (c) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct its banking activities; and (d) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a physical presence in any country and that is not a regulated affiliate. Investors are urged to consult with their attorneys, accountants and personal investment advisors prior to making any decision to invest in the Company. Such future fund raising will further dilute the percentage ownership of the Shares sold herein in the Company. 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. I have a grandfather who served in World War II. The military exchange retail network is made up of 1,045 package stores and mini-marts in the continental U.S. that account for $292 million in annual beer sales. $0. The OTC Pink Sheets provide significantly less liquidity than the NASDs automated quotation system, or NASDAQ Stock Market. I saw the lightning and heard the thunder.. The Company expects to sell most of its alcoholic beverages to independent beer distributors for distribution to retailers and, ultimately, to drinkers. 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. The FASB issues ASUs to amend the authoritative literature in ASC. 2023 Stars and Stripes. 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. 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. Armed Forces Brewing Company is a veteran-owned and operated craft brewery based in San Diego, California. The company was founded in 2013 by two veterans of the United States Marine Corps, Adam Firestone and David Walker. 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. Should The Companys Securities Become Quoted On A Public Market, Sales Of A Substantial Number Of Shares Of The Type Of Shares Being Sold In This Offering May Cause The Price Of The Companys Shares To Decline. A Disruption In Brewing Activities Could Have A Material Adverse Effect. You Will Need To Keep Records Of Your Investment For Tax Purposes. 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. The loss of such person could negatively affect the Company and its operations. James Clark is the Deputy Editor of Task & Purpose and has been with the publication since 2015. Adverse conditions may include recession, downturn or otherwise, local competition or changes in consumer taste. The Company may extend the Offering for an additional time period unless the Offering is completed or otherwise terminated by the Company. The Companys operating and other expenses could increase without a corresponding increase in revenues, which could have a material adverse effect on the Companys financial results and on your investment. The companys beers are distributed throughout Southern California.Armed Forces Brewing Companys beers have been well-received by critics. With respect to an Approved Sale that is structured as a sale of all or substantially all the assets of the Company, each shareholder of the Company shall receive its share of the sale proceeds in accordance with the provisions of the Companys Certificate of Incorporation, Bylaws, and applicable law. In what is known as the Tiananmen Square Massacre, or in Chinese the June Fourth Clearing ( Chinese: ; pinyin . He himself didnt choose that path but is very proud of all his family members who have. Should such additional broker-dealers be engaged, an amendment or supplement to this Offering Circular will be filed disclosing the additional fees. Special Hops by Armed Forces Brewing Company is a IPA - American which has a rating of 3.5 out of 5, with 182 ratings and reviews on Untappd. These expenditures may adversely affect the Companys results of operations and may not result in increased sales. Ultimately, management of the Company intends to use a substantial portion of the net proceeds for operations and general working capital. An Annapolis-based beer company landed a deal with Walmart and Sam's Club to distribute its brands around the country, making it one of the largest contracts in Maryland's. Except as required by Delaware law or any designation with respect to any class of stock of the corporation, the entire shareholder voting power of the Company is vested solely and exclusively in the holders of the Class A Common Stock. 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. Costs may be greater in some locations and may increase as a result of economic or other factors beyond the Companys control, with a resulting material adverse effect on the Companys financial results and on your investment. Because the Offering is a best efforts (but not a contingent) offering, the Company may close the Offering without sufficient funds for all the intended purposes set out below or even to cover the costs of the Offering. Effective January 1, 2019, the Company adopted Accounting Standards Codification 606, Revenue from Contracts with Customers ("ASC 606"). There is no pending litigation or proceeding involving any of the Companys directors or officers as to which indemnification is required or permitted, and the Company is not aware of any threatened litigation or proceeding that may result in a claim for indemnification. A prolonged disruption to brewing activities (e.g., due to fire, industrial action, health concerns or any other cause) at the Companys brewing site or those of its contract brewers could have a material adverse effect on the Companys ability to brew its products. Material changes from the earlier reported period are primarily due to the Company receiving additional private funding in 2020, as set out below. At present, there is no active trading market for the Companys securities and the Company does not have plans at this time to file the documents and seek approval required to establish a trading market for the Shares being sold in this Offering. Shares of stock or notes which the Company sells could be sold into any market that develops, which could adversely affect the market price. 2019-08 will affect companies that issue share-based payments (e g., options or warrants) to their customers. 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. You should not expect to be able to influence any decisions by management of the Company through voting on Company matters. 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