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. As stated in Article XV of the Companys Bylaws, the holder or holders of at least a majority of the outstanding Class A Common Stock (the Drag-Along Seller) have the right to seek and approve a drag-along sale of the corporation. The Company's business and operations are sensitive to general business and economic conditions in the United States. 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. If the maximum amount is raised in this Offering, investors in this Offering will own approximately 16.19% of the Company. He is an innovative force in the booming development of the Charlotte, NC restaurant and nightlife industry. No warranty can be made that circumstances have not changed since the date of this Form 1-A and Offering Circular. Investors name on the Companys wall of investors at the $25,000+ level plus special recognition at each Armed Forces Brewing Company location opened in the future. 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. The Company will conduct one or more closings on a rolling basis as funds are received from investors. In addition, the laws of some foreign countries do not protect the Company's rights to the same extent as do the laws of the United States. These cautionary statements qualify all forward-looking statements attributable to the Company or persons acting on its behalf. There is no assurance that the maximum number of Shares in this offering will be sold. 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 Escrow Account by prospective Investors will be returned promptly to them without interest or deductions. When expanded it provides a list of search options that will switch the search inputs to match the current selection. Perks will be fulfilled when this public stock offering has ended. 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. This could have a material adverse effect on the Companys financial results and on your investment. Armed Forces Brewing Company's Seawolf division today released a video divulging the origin of the secret recipe for their popular beer - Special Hops IPA. 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. But theres more. A loss that is uninsured, or underinsured, or which otherwise exceeds policy limits may require us to pay substantial amounts, which could adversely affect the Companys financial condition and operating results. The Company may reallocate the estimated use of proceeds among the various categories or for other uses if management deems such a reallocation to be appropriate. 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. 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. 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 is offering a Maximum Offering of up to $7,500,000.00 of its Shares. Until then, Armed Forces Brewing will continue contract brewing at facilities that can uphold the high standards we have created for brewing, packaging and delivering our beers. If you do not have a regular brokerage account, or your regular broker will not hold the Shares for you (and many brokers refuse to hold Regulation A securities for their customers and are not set up to hold securities in Share form) there will be nobody keeping records for you for tax purposes and you will have to keep your own records, and calculate the gain on any sales of any securities you sell. To date, we have been contract brewing, a model we will soon outgrow. Forward-looking statements contained in this Offering Circular, based on past trends or activities, should not be taken as a representation that such trends or activities will continue in the future. Agribusiness is big business. The Companys principal shareholders may be able to control matters requiring approval by its shareholders, including mergers or other business combinations. To help makes sure the company is supplying good beer, it has enlisted the help of brewmasterBob RupprechtfromCarroll County. Therefore, the. . If so, further dilution will occur, but these shares that may be converted are not reflected in the two tables and are not included in any dilution calculations in this Offering Circular. If The Company Fails To Maintain And Enhance Awareness Of The Company's Brand, The Company's Business And Financial Results Could Be Adversely Affected. There are a few things to consider before investing in Armed Forces Brewing Company. Please review Article XV of the Companys Bylaws (Exhibit 1A-2B) and the section below entitled Drag-Along Rights for additional details. An Inability to Maintain and Enhance Image Could Affect Your Investment. 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. But honestly, I dont really give a shit about the commercial, and I dont think you should either. In summary, the. 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. Thanks for reading skymagzines, Hey dear.. Watch on. As a result, the Company believes that its accounts receivable credit risk exposure is limited, and it has not experienced significant write-downs in its accounts receivable balances. There are substantial restrictions on the transferability of the Shares of Class C Common Stock, and, in all likelihood, you will not be able to liquidate some or all of your investment. A data security breach of the systems on which sensitive account information are stored could lead to fraudulent activity involving the Company's products and services, reputational damage, and claims or regulatory actions against us. The potential also exists for these large competitors to increase their influence with their distributors, making it difficult for smaller brewers to maintain their market presence or enter new markets. The Company disclaims any obligation, and undertakes no obligation, to update or alter any forward-looking statement, whether as a result of new information, future events/developments or otherwise or to conform these statements to actual results. Different rules apply to accredited investors and non-natural persons. The impact and any associated risks related to these policies on the Companys business operations is discussed throughout Management's Discussion and Analysis of Financial Condition and Results of Operation where such policies affect the Companys reported and expected financial results. There can be no assurance that management's use of proceeds generated through this offering will prove optimal or. 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. If you invest in the Shares, you will be subject to this provision and may be required to participate in such a sale as set out in the Bylaws. 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. The Company has attempted to identify, in context, certain of the factors it currently believes may cause actual future experience and results to differ from its current expectations. If the Companys distribution agreements are terminated, it may not be able to enter into new distribution agreements on substantially similar terms, which may result in an increase in the costs of distribution. 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. Armed Forces Brewing Company also has a line of non-alcoholic beverages called Battle Beers. Battle Beers are designed to help soldiers stay hydrated during combat operations.Armed Forces Brewing Companys products are available online and in select retailers across the United States. In addition, the laws of some foreign countries do not protect the Company's proprietary rights to the same extent as do the laws of the United States. Property and Equipment. 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. The minimum investment is $200. Overall, though, Armed Forces Brewing Company seems like a solid investment for those looking to support a good cause and enjoy some delicious beer. In the future, Armed Forces Brewing Company plans to open taprooms and breweries across the country. 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. The companys onsite roster lists a number of other military veterans, from fellow Navy SEALs to former Army Special Forces. 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. This provision does not apply to purchasers in secondary transactions. The maximum aggregate amount of the Shares offered is $7,500,000.00 (the Maximum Offering). Investor and the Companys brewing team will develop a beer together and investor will name it. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. Compliance with these laws and regulations can be costly and can delay or impede the development of new products. he got into a Twitter fight with an airline for refusing to wear a mask, Investments in Armed Forces Brewing Company, You can read a more detailed breakdown of the perks, here. Loss of the services of one or more of these individuals could have a material adverse effect upon the Company's business, financial condition or results of operations. An unfavorable outcome to a tax audit could result in higher tax expense, thereby negatively impacting the Companys results of operations. It is anticipated that income and gain from an investment in the Shares will not be taxed as UBTI to tax exempt shareholders, because they are participating only as passive financing sources. 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 . PROSPECTIVE INVESTORS WHO HAVE QUESTIONS CONCERNING THE TERMS AND CONDITIONS OF THE OFFERING OR WHO DESIRE ADDITIONAL INFORMATION OR DOCUMENTATION TO VERIFY THE INFORMATION CONTAINED IN THIS OFFERING CIRCULAR SHOULD CONTACT THE CHIEF EXECUTIVE OFFICER OF THE COMPANY. The girls had There is no market for the resale of the Shares of Class C Common Stock. Should one or more of these risks or uncertainties materialize or should any of these assumptions prove incorrect or change, the Company's actual operating and financial performance may vary in material respects from the performance projected in these forward-looking statements. This offering statement has been signed by the following persons in the capacities and on the dates indicated. The Company does not expect to declare dividends for holders of Shares in the foreseeable future. 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. 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. Under Code Section 408(i), as amended by the Tax Reform Act of 1986, IRA trustees must report the fair market value of investments to IRA holders by January31 of each year. These sales may also make it more difficult for us to sell equity or equity-related securities at a time and price that the Company deems reasonable or appropriate. An investment in the Company's Shares offered in this Offering involves a high degree of risk and you should not purchase the Shares if you cannot afford the loss of your entire investment. There can be no assurance that the Company will effectively manage such increasing complexity without experiencing future planning failures, operating inefficiencies, insufficient employee training, control deficiencies or other issues that could have a material adverse effect on the Companys business and financial results, The Company may continue to avail itself of contract brewing at third-party breweries. 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. Seems like a good majority comes back, buys a bunch is military shirts and a giant truck with an assload of bumper stickers. In particular, while the Company and its management are hopeful that the long-term effects will eventually be minimized from the coronavirus pandemic and the related economic issues that have affected both the U.S. and the global economy and the Company, neither management nor the Company can offer any assurance that what they believe to be the long term favorable conditions will not be outweighed by the occurrence, the past problems and future unknown problems and issues caused by the coronavirus pandemic. The discussions and information in this Offering Circular may contain both historical and forward-looking statements which can be identified by the use of forward-looking terminology including the terms believes, anticipates, continues, expects, intends, may, will, would, should, or, in each case, their negative or other variations or comparable terminology. The beer industry isn't the most exciting investment theme around. The Company is offering up to $7,500,000.00 of its Shares of Class C Common Stock to investors in this Offering. During the period from January 1, 2020 to December 31, 2020, the Company received funding consisting of $100,000 which was used to cover operating expenses for that period of time. Further, the Company's success and achievement of the Company's growth plans depend on the Company's ability to recruit, hire, train and retain other highly qualified technical and managerial personnel. Our revenue may fluctuate from period-to-period in the future due to a variety of factors, many of which are beyond our control. In June 2019, the Company launched distribution into 12. stores and taprooms in the Norfolk, Virginia Beach, and Hampton Rhodes area of Virginia through Barrel Beverage Distributors. Given the Companys limited operating history and existing losses, there can be no assurance that additional financing will be available, or, if available, that the terms will be acceptable to the Company. Jasons expertise is in Information Technology, Information Security, System Engineering, Project Management, Change Management, Budgeting, Acquisitions, and craft beer. The tax character of any gain resulting from the sale of such property would probably be ordinarily up to the amount of the asset's accumulated depreciation or amortization and long-term capital gain to the extent of the excess. Remember to stay diversified and focus on the long-term potential for these alcoholic beverage makers. Jeff has been involved with more than 50 openings, remodels, and consultations in his career. The Company was formed for the general purpose of transacting any or all lawful business for which a corporation may be formed in the State of Delaware. America Deserves Great Beer. The Armed Forces Brewing stock price is $10 per share of Class C Non-Voting Common Stock, with a minimum of a $200 investment. is anticipated that the account balances in the Companys account may exceed those limits at times. In 2013, Walmart pledged to spend $250 billion over 10 years on products made, grown or assembled in theU.S., a milestone the company announced recently that it has reached. Management believes that after the coronavirus pandemic subsides, the demand for alcohol, restaurants and bars in the United States will grow, creating an opportunity for the Company. Either way, the holders of the convertible notes get more shares for their money than would new investors in that subsequent round. 2019-08. Get stock recommendations, portfolio guidance, and more from The Motley Fool's premium services. Investors will be subject to substantial risks involved in an investment in the Company, including the risk of losing their entire investment. The Company believes that it has strong economic prospects by virtue of the following dynamics of the industry, the success of its founders in their related business endeavors, and other reasons: 1.Management believes that after the coronavirus pandemic subsides, trends for growth in the alcohol, restaurant and bar industries in the United States will be favorable. We are particularly determined as a company, to use our success to help those transitioning from military service to civilian life as well as assisting with veteran homelessness and suicide prevention. With their knowledge of beer and my knowledge of the industry and connection to the military, it was a great fit.. The beer industry is dominated by massive conglomerates such as Budweiser parent Anheuser-Busch InBev (NYSE:BUD) and Heineken (OTC:HEINY). THE CONTENTS OF THIS OFFERING CIRCULAR ARE NOT TO BE CONSTRUED AS LEGAL OR TAX ADVICE. Investors will be subject to substantial risks involved in an investment in the Company, including the risk of losing their entire investment. But persistent double-digit percentage sales growth is fantastic in an industry largely dominated by slow and predictable consumption trends. The pandemic led to a sharp increase in at-home alcohol consumption. 2022 has been a huge year for Armed Forces Brewing Coand we want you to join us as we roll into 2023. He is an Armed Forces Brewing Company director instrumental in quality control. 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. You should be aware that there is uncertainty as to whether a court would enforce this provision of the Bylaws and/or these drag along rights and take that into account before making a decision to invest in the Company. Press Esc to cancel. A sense of national unity and identity was forged as a result of victory in the First Barbary War and the Second Barbary War. Such funds will be deposited into the Escrow Account, bank account or holding account and released to the Company at each closing. Further, even if these efforts are successful, they may not be cost-effective. Depending on where you reside, we may not be able to ship beer to you. THE COMPANY MAY REJECT ANY OFFER IN WHOLE OR IN PART AND NEED NOT ACCEPT OFFERS IN THE ORDER RECEIVED. If there is a "liquidation event" or "change of control" for the Company, the Shares being offered do not provide you with any protection. Thus, there is a potential conflict in that management will participate in discussions concerning management compensation and audit issues that may affect management decisions. Processing fees and other charges may be added to the subscription amount to pay for the third-party costs of processing investor payments. You agree to promptly notify the Company should you become aware of any change in the information set forth in any of these representations. The video, starring well-known former . For more information on Armed Forces Brewing Company, visit www.OwnArmedForcesBrewingCo.com and follow the brand on Facebook, Twitter or Instagram. The Shares of Class C Common Stock Offered Herein Do Not Have Voting Rights. The Company may face competition from new companies as well as existing companies entering their business space. Our company goal is to be 60-70% veteran and veteran family employed. 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. There is no guarantee the Company will be able to raise such funds on acceptable terms or at all. value means fair market value where available. Musk is the co-founder of the electric car company Tesla Motors, in addition to leading several other companies including SpaceX. The Companys team that is present will hand sign the investors target after the shooting event. Armed Forces Brewing Company reserves the right to reject certain names and beer ingredients in their absolute discretion. In selecting third party breweries for brewing services arrangements, the Company intends to carefully weigh abrewerys capability of utilizing traditional brewing, fermenting and finishing methods, its quality control capabilities throughout the production process and automated packaging capability. 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. The Company currently has limited marketing organization its brands and the Company. Molson Coors also reinstated its dividend payment following a temporary pause at the start of the COVID-19 pandemic. A subscription for Two Hundred Dollars ($200.00) or more in Shares may be made only by tendering to the Company an executed Subscription Agreement (Exhibit 1A-4) delivered with this Offering Circular and the subscription price in a form acceptable to the Company. Attend a shooting range with members of the Companys management and advisors. 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 Company intends to engage Integral Transfer Agency USA Inc. to serve as the transfer agent and registrant for the Shares. So, hats off to Armed Forces Brewing for that one. Check out the great additional benefits of owning stock in Armed Forces Brewing Company here. 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. 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. 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. Unfortunately, the pandemic halted contract brewing operations and the Company could not contract brew any of its beer nor could it continue to test market its products through most of 2020, but the Company resumed contract brewing with its production partners in December of 2020. Plan will cause dilution to all Shareholders. Once a user does purchase securities, the funds are transferred by VCU from the user's Dwolla balance to an account designated by the Company, in accordance with ACH instructions transmitted by the end user to the Dwolla platform. Litigation may be necessary in the future to enforce the Company's intellectual property rights, to protect the Company's trade secrets or to determine the validity and scope of the proprietary rights of others. Washington DC-Baltimore Area. 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. In addition to selling their beer in kegs, they also distribute their beer to bars and restaurants throughout San Diego County.The company has experienced rapid growth since its inception and is currently on pace to produce over 10,000 barrels of beer in 2018. 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. Money laundering is the process of disguising illegally obtained money so that the funds appear to come from legitimate sources or activities. Shares have been rallying lately, but they remain 50% down from all-time highs last reached in 2016. Total funding provided by these sources from inception through December 31, 2020 amounted to $236,030 and has continued since then. The Company discloses important factors that could cause its actual results to differ materially from its expectations under the caption Risk Factors below. Dear.. Watch on and a giant truck with an assload of stickers... To historical or current facts, buys a bunch is military shirts and a giant truck an... 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