Armed Forces Brewing Company is a publicly traded company, and its stock is widely available. (1) The Company shall pay Dalmore a cash success fee equivalent to 5% of the gross proceeds raised in the Offering. They also aim to give back to the military community through their charitable foundation, which supports veterans and their families.So far, Armed Forces Brewing Company seems to be doing well on its mission. This legislation is broad and complex, and given its recent enactment, regulations or other interpretive guidance are currently limited. 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 Deferred Offering Costs of the Company consist solely of legal and other fees incurred in connection with the capital raising efforts of the Company. In addition, the assets of an ERISA Plan or Keogh Plan must be valued at their current value as of the close of the plans fiscal year in order to comply with certain reporting obligations under ERISA and the Code. They own over 500 brands of beer including Budweiser, Stella Artois, and Corona. To help makes sure the company is supplying good beer, it has enlisted the help of brewmasterBob RupprechtfromCarroll County. In summary, the Bylaws state that the Class C Common Stock Shares sold in this Offering are subject to a Right of First Refusal. The video also includes a CGI flyover from a trio of aircraft that look a lot like Russian MiG-29s and the same woman appears to have been cloned several times over in different service-specific outfits. 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. If you purchase the Shares of Class C Common Stock offered, you will effectively have no voting rights and no control over management of the Company. THE SECURITIES DESCRIBED IN THIS OFFERING CIRCULAR HAVE NOT BEEN REGISTERED UNDER ANY STATE SECURITIES LAWS (COMMONLY CALLED "BLUE SKY" LAWS). 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. Consequently, investors must rely on sales of their Shares after price appreciation, which may never occur, as the only way to realize any gains on their investment. Total funding provided by these sources from inception through December 31, 2020 amounted to $236,030 and has continued since then. For more information on Armed Forces Brewing Company, visit www.OwnArmedForcesBrewingCo.com and follow the brand on Facebook, Twitter or Instagram. The company is also in the process of establishing the AFBC Veterans Foundation, a non-profit to support Veterans in transition from active duty to civilian life. "Use of the Armed Forces Brewing Company name does not constitute DOD endorsement" . 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. Armed Forces Brewing Company is a relatively new venture in the craft brewing industry, but it has already proven itself to be a viable and potentially lucrative investment opportunity. He has a keen finger on the pulse of the craft beer industry nationwide. 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. To make the world smarter, happier, and richer. While Constellation Brands isn't exactly a household name, some of the beers it produces are quite well-known. These companies are in the middle of it. 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. Different rules apply to accredited investors. The Company has a very short operating history and no assurance that the business plan can be executed, or that the Company will generate revenues or profits. Armed Forces Brewing Company is a veteran-owned and operated brewery located in San Diego, California. You should be aware of the long-term nature of your investment in the Company. We celebrate our country, military, and beer! Operating Expenses. Certain officers, directors and/or other insiders may hold Shares in the Company and may be able to sell their Stock in a trading market if one should develop. Rupani is an administrator of acquisitions and grants at theUnited States Geological Surveyand company director. The warrants may be exercised by Dalmore or their assigns for no cost ($0.00 per share) and will, when exercised, provide Dalmore or their assigns with Shares of Class C Common Stock. 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. 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). As of December 31, 2019, the Company had fixed assets of $2,169. The stock offering provides all Americans with the opportunity to invest in Armed Forces Brewing Company for as little as $200 at $10 per share with a goal is to raise $7.5 million. The Company intends to purchase or build one or more breweries, and to reduce reliance on contract brewing. The following important factors, and those important factors described elsewhere in this Offering Circular. 21 & up. The Company also relies upon, and will rely upon in the future, trade secrets. The Shares of Class C Common Stock are an investment in equity. The Company also believes that the importance of brand recognition will increase due to the relatively low barriers to entry in the Company's market. 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**. Should an interruption occur, the Company could experience temporary shortfalls in production and/or increased production and/or distribution costs and be required to make significant capital investments to secure alternative capacity for certain brands and packages, the combination of which could have a material adverse effect on the Companys business and financial results. Bootstrap Brewing is a veteran-owned and operated craft brewery in Lafayette, Colorado. 10% discount in the Companys online store, once it opens. The Company intends to overcome the circumstances that impact its ability to remain a going concern through a combination of the commencement of revenues, with interim cash flow deficiencies being addressed through additional financing. It also has several wine and spirits brands and an almost 40% stake in marijuana business Canopy Growth (NASDAQ:CGC), making it one of the largest diversified beverage companies around. The Company has broad discretion in its use of proceeds and, as an investor, you are relying on managements judgment. Any costs and expenses associated with a terminated offering will be borne by the Company. The Company has been and will likely continue to be affected by the coronavirus pandemic. He also travels the country attending craft beer festivals, according to theArmed Forces Brewing Companywebsite. Currently it is not possible to predict the impact of this on sales of alcohol, but it is possible that legal marijuana usage could adversely impact the demand for the Companys products. The Company believes that the funding to be obtained through this Offering will have a material impact on future operations. The Companys Insurance Strategy May Not Be Adequate To Protect Us From All Business Risks. 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. 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. 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. The company has many military veterans on staff, including Director of Military RelationsRobert ONeill. The Offering is being conducted on a best-efforts basis without any minimum number of Shares or amount of proceeds required to be sold. There is no better time for some Ex-Military Talent within your business! The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the footnotes thereto. any discussion of the timing or nature of future operating or financial performance or other events. Plant-based eating has grown in popularity. Severe interruptions would be problematic, particularly during peak seasons. Every investor must buy at . The term fiduciary is defined generally to include any person who exercises any authority or control over the management or disposition of plan assets. The Company may find it necessary or advisable to reallocate portions of the net proceeds reserved for one category to another, or to add additional categories, and the Company will have broad discretion in doing so. These adverse conditions could affect the Company's financial condition and the results of its operations. Press Esc to cancel. The terms of preferred stock could be more advantageous to those investors than to the holders of Shares of Class C Common Stock. Any additional financing could have a negative effect on Shareholders. Our Employees, Executive Officers, Directors And Insider Shareholders Beneficially Own Or Control A Substantial Portion Of Our Outstanding Shares, Our employees, executive officers, directors and insider shareholders beneficially own or control a substantial portion of our outstanding stock, which may limit your ability and the ability of our other Shareholders, whether acting alone or together, to propose or direct the management or overall direction of our company. Many of its competitors have substantially greater financial, technical and other resources, such as larger research and development staff and experienced marketing organizations. 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. The Shares Are Offered on A Best Efforts Basis and The Company May Not Raise the Maximum Amount Being Offered. 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. However, with the mega-beer merger not going exactly as planned, there are better beer investments than AB InBev. Attention has shifted to higher-end beers and trendy beverages such as sparkling hard seltzer (the premium side of the business) to better align the brand portfolio with current consumer tastes. 21 & up. Further, even if these efforts are successful, they may not be cost-effective. Due to restrictions caused by the COVID-19 global pandemic, we may be forced to not hold such events at all, to hold such events in a virtual or online setting, or to hold such events in a manner otherwise modified as required by laws and restrictions imposed as a result of the pandemic. For more details on the rights of the Shares, see the Bylaws attached hereto and the section Securities Being Offered below. 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. A Disruption In Brewing Activities Could Have A Material Adverse Effect. Although the Company expects to develop arrangements with distributors, growth will require it to maintain such relationships and enter into agreements with additional distributors. Whether youre looking for a refreshing lager to drink on a hot day, or a hearty ale to warm you up on a cold night, Armed Forces Brewing Company has the perfect beer for you. The Company is not involved in any litigation and is not aware of any pending or threatened legal actions. If The Company Is Unable to Effectively Protect Its Intellectual Property and Trade Secrets, It May Impair The Companys Ability to Compete, The Companys success will depend on its ability to obtain and maintain meaningful intellectual property protection for any Company intellectual property. 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. MOREOVER, THE COMPANY CANNOT PREDICT WHETHER THE COMPANY WILL SUCCESSFULLY EFFECTUATE THE COMPANY'S CURRENT BUSINESS PLAN. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(D)(2)(I)(C) OF REGULATION A. 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. The amount of unrelated business taxable income in excess of $1,000 in any fiscal year will be taxed at rates up to 36%. What a culture. NEITHER THE DELIVERY OF THIS OFFERING CIRCULAR NOR ANY SALE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE THE IMPLICATION THERE HAS BEEN NO CHANGE IN THE INFORMATION CONTAINED HEREIN SUBSEQUENT TO THE DATE HEREOF. He graduated from Gallaudet University with a degree in Computer Science in 2007. With consumers around the world increasingly concerned with health and well-being and focused on a better diet, applied health science in food and drink could be a promising area for Kirin. Transferees of the Shares will be required to meet the above suitability standards. 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. The list is not intended to be a comprehensive list of all of its accounting policies. Draft. You may be required to travel to an official Armed Forces Brewing Company location to taste the beer and provide feedback, or the tasting may take place at our annual shareholder event. Share only with people of legal drinking age. from around the world. They have a market share of over 45% in the United States.Anheuser-Busch InBev is a publicly traded company on the New York Stock Exchange under the ticker symbol BUD. 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. If you acquire the Shares, you will have no effective voice in the management of the Company. 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 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. The company is a product of the merger between U.S.. Operating expenses for the period were comprised of paying for additional test market contract brewed beer in late 2020 when contract brewing resumed following several months of inactivity due to the pandemic. 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. There is no assurance that the Company will generate significant revenues or profits. 1 These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs. There are a few things to consider before investing in Armed Forces Brewing Company. Furthermore, while the Company will furnish to you information to enable you to file the federal, state and local income tax returns for which you may be liable, preparation and filing of such forms shall be your responsibility. Total Investments. Investors in this offering risk the loss of their entire investment. Your stake in the Company could be diluted due to the Company issuing additional Shares of Class C Common Stock or other securities such as stock, or securities or debt convertible into stock or additional classes of stock. America Deserves Great Beer. The risk of unauthorized circumvention of such security measures has been heightened by advances in computer capabilities and the increasing sophistication of hackers. Our company and mission have been built by an experienced team that combines an award-winning brewmaster, successful veterans of the restaurant and hospitality industry, and military veterans including one of the most. 2023 Stars and Stripes. The Shares of Class C Common Stock Offered Herein Do Not Have Voting Rights. AN INVESTMENT IN THIS OFFERING IS HIGHLY SPECULATIVE, AND YOU SHOULD ONLY INVEST IF YOU ARE PREPARED TO LOSE YOUR ENTIRE INVESTMENT. The text on this website is a summary but does not contain all of the terms of our securities offering. Located in San Diego, California, Armed Forces has been in operation since 2014 and has seen tremendous growth in both production and sales. The Companys Bank Accounts Will Not Be Fully Insured And Escrow or Holding Accounts In Which Investment Funds Will Be Held Pending Clearing By The Broker-Dealer May Not Be Insured In Part Or In Full. Launched in 2019, Armed Forces Brewing Company was founded by experienced veterans of the food and beverage industry, U.S. Military Veterans including former SEAL Team 6 Operator Robert J. ONeill and an award-winning brewmaster, Bob Rupprecht. 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. numerous flags under the Marriott, Hilton, Starwood, and IHG brands. Making the world smarter, happier, and richer. Complying with obligations under such indebtedness may have a material adverse effect on the Company and on your investment. Fiduciaries considering an investment in the Shares should accordingly consult their own legal advisors if they have any concern as to whether the investment would be inconsistent with any of these criteria. We. This amount represents the proceeds of the Offering to the Company, which will be used as set out in Use of Proceeds., (3) There are no finders fees or other fees being paid to third parties from the proceeds, other than those disclosed above. The Shares are being offered and sold by Armed Forces Brewing Company, Inc., a Delaware Corporation (Armed Forces Brewing, we, our or the Company). You may not be able to liquidate your investment for any reason in the near future. Alan manages the companys business operations, brand development, military relationships, sales and marketing, and distribution logistics. Unfavorable changes in any of these or other factors, most of which are beyond the Companys control, could materially and adversely affect its business, results of operations and financial condition. The Company plans to address this through its own breweries, but this method may cause additional problems including supply chain struggles under increased volume and increased operational and freight costs. The largest American owned brewing company is Anheuser-Busch InBev. Our beers pay tribute to the men and women of the greatest military in the world, and I am thrilled that anyone and everyone can own part of this patriotic company at this early stage alongside me.. The company was founded in 2014 by George Sada, a retired United States Army Colonel. The Shares of Class C Common Stock being offered in this Offering Circular are subject to drag-along rights. There is No Public Trading Market for the Company's Shares. Foam & Folly Brewing 330 S. 2nd Street and Moon Mountain Rock Shop 338 S. 2nd Street . 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. 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. Remember to stay diversified and focus on the long-term potential for these alcoholic beverage makers. The Company Will Be Dependent on Its Distributors. The Company's Employees May Engage In Misconduct Or Improper Activities. 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. Similar to issuing a cash rebate to a customer, issuing a share-based payment to a customer can incentivize additional purchases. Terms Of Subsequent Financing, If Any, May Adversely Impact Your Investment. Armed Forces Brewing Company is a craft beer company founded by two veterans of the US military. Failure to comply with existing laws and regulations to which the Companys operations are subject or any revisions to such laws and regulations or the failure to pay taxes or other fees imposed on the Companys operations and results could result in the loss, revocation or suspension of the Companys licenses, permits or approvals, and could have a material adverse effect on the Companys business, financial condition and results of operations. 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. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS CONCERNING THE COMPANY OTHER THAN THOSE CONTAINED IN THIS OFFERING CIRCULAR, AND IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON. The Company may establish an audit committee, compensation committee, a nominating and governance committee and other committees to its Board of Directors in the future but have not done so as of the date of this Offering Circular. For a more detailed discussion of these and other significant risks, see RISK FACTORS in the main body of the Offering Circular. On September 10th, 2020, the Companys Bylaws were signed. In this Offering, the Company is only selling Shares of Class C Common Stock. Depreciation expenses totaled $723 for the year ended December 31, 2019. You Will Have Limited Influence On The Management Of The Company. CAUTION REGARDING FORWARD-LOOKING STATEMENTS, This Form 1-A, Offering Circular and any documents incorporated by reference herein or therein contain forward-looking statements. https://t.co/dQ17NGhG13 pic.twitter.com/XHkN7uKSPw. (Tribune News Service) While driving throughAnnapolisand seeing theNaval Academyfor the first time, businessmanAlan Bealhad an idea to create a beer specifically for service members. The Company may, but under no circumstances will it be obligated to, require additional evidence that a prospective purchaser meets the standards set forth above at any time prior to its acceptance of a prospective purchasers subscription. Under the terms and conditions provided in this Equity Incentive Plan, stock options, vesting stock and stock awards may be authorized and granted to the Companys directors, executive officers, employees and key employees or consultants. Now, I have to circle back because at first when I saw the enlist option I was irritated, because it felt like one blatant attempt at over-the-top military branding too many. 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. There can be no assurance that management's use of proceeds generated through this offering will prove optimal or. In addition, any delays in federal or state government required approvals caused by federal or state government shutdowns could prevent new brands or innovations from getting to market on time or at all. The inability to attract and retain the necessary personnel, consultants and advisors could have a material adverse effect on the Company's business, financial condition or results of operations. I've already enlisted. A Sanctioned Country means a country subject to a sanctions program identified on the list maintained by OFAC and available at www.ustreas.gov/offices/enforcement/ofac/sdn or as otherwise published from time to time. The use of Dwollas balance functionality is solely as a payment service that facilitates faster transfers in the event that the user decides to become an investor by purchasing securities. None of the Shares being sold in this Offering are being sold by existing securities holders. Workers at Remedy House Coffee in New York City just announced intentions to join. As of December 31, 2020, the net tangible book value of the Company was $(1,660) since the Company had generated $12,843 in revenue but had cumulative expenses equal to $58,950 and $215,000 in paid-in-capital. In February 2019, FASB issued ASU No. He has been involved in contract brewing for several international customers as well as fledgling nano-breweries. The Company anticipates competition among domestic craft brewers will remain strong, as many local craft brewers continue to experience growth. The Company may extend the Offering for an additional time period unless the Offering is completed or otherwise terminated by the Company. The FASB issues ASUs to amend the authoritative literature in ASC. Volatility profiles based on trailing-three-year calculations of the standard deviation of service investment returns. Stock Advisor list price is $199 per year. If the Company fails to manage its growth effectively, its business, financial condition or operating results could be materially harmed. Substantially all decisions with respect to the management of the Company will be made exclusively by the officers, directors, managers or employees of the Company. Calculated by Time-Weighted Return since 2002. The Company maintains its cash with a major financial institution located in the United States of America, which it believes to be credit worthy. Invite +1 to a Meet and Greet and dinner the evening before our annual shareholder event with members of our management and our advisory board. 137 following. Profitability (as measured by free cash flow) is making a comeback in the wake of the pandemic and helps to support this top dividend-paying beer investment. We are Veteran owned, Veteran operated, and we make great American beer for America's Military Heroes, First Responders, and Patriots. value means fair market value where available. 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Period unless the Offering for an additional time period unless the Offering is being conducted a... Founded in 2014 by George Sada, a retired United States Army Colonel to the. Diversified and focus on the pulse of the Shares of Class C Common are. Attending craft beer industry nationwide other interpretive guidance are currently limited over the management of the standard deviation of investment... Factors described elsewhere in this Offering risk the loss of their entire.! The Companys Bylaws were signed is n't exactly a household name, some of the Company 's business! $ 236,030 and has continued since then the FASB issues ASUs to amend the literature! Advisor list price is $ 199 per year of service investment returns to issuing a cash rebate to customer! Be more advantageous to those investors than to the holders of Shares of Class Common.
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