is armed forces brewing company, a good investment

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. However, they have established themselves as a quality brewery with a loyal following among beer drinkers in San Diego. The Companys planned sources of revenue include: (1) wholesale beer sales, (2) retail beer sales, (3) food and beverage sales in taprooms and restaurants and (4) merchandise. 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. This provision does not apply to legal actions arising under the Securities Act of 1933 or the Securities Exchange Act of 1934. THERE IS NO PUBLIC MARKET FOR THE CLASS C COMMON STOCK OR ANY OTHER SECURITIES OF THIS COMPANY, NOR WILL ANY SUCH MARKET DEVELOP AS A RESULT OF THIS OFFERING. 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. 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. The officers and directors of the Company may be paid salaries and receive benefits that are commensurate with similar companies, and a portion of the proceeds may be used to pay these ongoing business expenses. 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. The total number of Shares of Class C Common Stock (750,000) in the chart assumes that the maximum number of Shares are sold in this Offering. The companies that make the foods we eat can also produce investment opportunities. There is no assurance that the Company will generate significant revenues or profits. 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. If you decide to subscribe for any Shares in this Offering, you must deliver a funds for acceptance or rejection. TABLE OF BENEFICIAL OWNERSHIP AFTER REGULATION A OFFERING. Any of such events or occurrences could have a material adverse effect on the Companys financial results and on your investment. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. If the Company fails to successfully promote the Company's brand names or if the Company incurs significant expenses promoting and maintaining the Company's brand names, it would have a material adverse effect on the Company's results of operations. are based on reasonable assumptions, you should be aware that many factors could affect its actual operating and financial performance and cause its performance to differ materially from the performance anticipated in the forward-looking statements. Depreciation expenses totaled $723 for the year ended December 31, 2019. Armed Forces Brewing Company, owned by Military Veterans including former Navy SEAL Robert O'Neill who killed Osama Bin Laden, is known for outrageous videos for its public stock offering,. Company may need to increase the Company's financial commitment to creating and maintaining brand awareness. 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. Armed Forces Brewing has successfully completed a test market run and is ready to expand to national and global distribution. At the time of this filing, many restaurants and bars are shut down or operating in a limited capacity. 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. As of December 31, 2020 as the Company had no taxable income, the unrecognized tax benefits accrual was zero. If These Assumptions Or Analyses Prove To Be Incorrect, The Companys Actual Operating Results May Be Materially Different From Its Forecasted Results. For more details on the rights of the Shares, see the Bylaws attached hereto and the section Securities Being Offered below. The Shares being offered in this Offering Circular have no voting rights. IF THE PURCHASER LIVES OUTSIDE THE UNITED STATES, IT IS THE PURCHASER'S RESPONSIBILITY TO FULLY OBSERVE THE LAWS OF ANY RELEVANT TERRITORY OR JURISDICTION OUTSIDE THE UNITED STATES IN CONNECTION WITH ANY PURCHASE OF THE SECURITIES, INCLUDING OBTAINING REQUIRED GOVERNMENTAL OR OTHER CONSENTS OR OBSERVING ANY OTHER REQUIRED LEGAL OR OTHER FORMALITIES. The Shares, when issued, will be fully paid and non-assessable. The website lists ONeill as its brand ambassador and notes that he also serves on the companys board of directors. In order to obtain a trading symbol and authorization to have the Companys securities trade publicly, the Company must file an application on Form 211 with, and receive the approval by, the Financial Industry Regulatory Authority (FINRA) of which there is no assurance, before active trading of the Companys securities could commence. See The Offering Page 13 and Securities Being Offered Page 67 For Further Details. The information on this website was created by Armed Forces Brewing Company, Inc. to assist with marketing our Regulation A stock offering. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. The photographs, drawings and graphics on the website and in any marketing materials are for illustrative purposes only. The Company intends to continue to develop the Company's business model as the Company's market continues to evolve. Existing patent, copyright, trademark and trade secret laws afford only limited protection. The Company does not anticipate dissolution or liquidation. Investors name on the Companys wall of investors at the $200+ level, 1 invitation to the Companys annual War Games event*, Access to investors-only section of the Companys website, 5% discount in the Companys online store, once it opens, 4 stickers one each from Armed Forces Brewing Company, the Seawolf brand, the Airman brand and the Soldier brand, Armed Forces Brewing Company Challenge Coin, Investors name on the Companys wall of investors at the $500+ level, 2 invitations to the Companys annual War Games event*. hire necessary personnel or effectively manage unexpected expansion difficulties, the Company's financial condition and results of operations could be materially and adversely affected. See "Plan of Distribution. He graduated from Gallaudet University with a degree in Computer Science in 2007. Competition may increase further as a result of advances in the commercial applicability of technologies and greater availability of capital for investment in these industries. China's military assets are vast and include land-based attacks . Investors will be subject to substantial risks involved in an investment in the Company, including the risk of losing their entire investment. Launched in 2019, Armed Forces Brewing Company was founded by experienced veterans of the food and beverage industry, an award-winning brewmaster, and U.S. Military Veterans including famed SEAL Team 6 Operator Robert J. ONeill. The following table of beneficial ownership sets forth information regarding beneficial ownership of all classes of the Companys shares as of the date of this Offering Circular. As of February 27, 2023, snowpack in Colorado was 123 percent measured as percent . The Company has identified the policies outlined below as critical to its business operations and an understanding of its results of operations. ONeill is one of the most highly decorated combat veterans of this era, serving as a combat leader for Seal Team 6. In November 2019, the FASB issued Accounting Standards Update (ASU) No. 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. Investors seeking cash dividends should not purchase the Companys Shares. But as the company grows, Beal said he is confident thanks to the team he has around him. . Trade receivables from customers are uncollateralized customer obligations due under normal trade terms, primarily requiring payment before services are rendered. ALTHOUGH ANY PROJECTIONS ARE BASED UPON ASSUMPTIONS, WHICH THE COMPANY BELIEVES TO BE REASONABLE, THE ACTUAL PERFORMANCE OF THE COMPANY WILL DEPEND UPON FACTORS BEYOND THE CONTROL OF THE COMPANY. He has a keen finger on the pulse of the craft beer industry nationwide. As with all investments in securities, if you sell the Shares, you will probably need to pay tax on the long-term or short-term capital gains that you realize if sold at a profit or set any loss against other income. In addition, if interruptions were to occur, the Company might not be able to maintain its current economics and could face significant delays in starting replacement brewing locations. Revenue. Some of the brewerys past releases include an imperial stout aged in bourbon barrels, a rye pale ale, and a chocolate peanut butter porter.So far, Armed Forces Brewing Company has been well-received by both critics and consumers alike. The Company Will Depend On Third-Party Providers For A Reliable Internet Infrastructure As Well As Other Aspects Of The Companys Technology and Applications And The Failure Of These Third Parties, Or The Internet In General, For Any Reason Would Significantly Impair The Company's Ability To Conduct Its Business. 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. 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**. The lack of additional capital resulting from the inability to generate cash flow from operations, or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore. This field is for validation purposes and should be left unchanged. Successfully promoting and positioning the Company's brands, products and services will depend largely on the effectiveness of the Company's marketing efforts. THIS OFFERING CIRCULAR DOES NOT KNOWINGLY CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT A MATERIAL FACT, AND ANY SUCH MISSTATEMENT OR OMISSION IS DONE WITHOUT THE KNOWLEDGE OF THE PREPARERS OF THIS DOCUMENT OR THE COMPANY. The Companys offices are located at 1420 Catlyn Place, Annapolis, MD 21401. Armed Forces Brewing Company is a privately owned microbrewery that was founded in San Diego, California in 2014. An Inability to Maintain and Enhance Image Could Affect Your Investment. The Companys Operating Results and Cash Flow May Be Adversely Affected by Unfavorable Economic, Financial and Societal Market Conditions. If the Company is sued in connection with any data security breach, the Company could be involved in protracted and costly litigation. Robert ONeill, the former Navy SEAL who is widely credited with firing the shots that killed Osama Bin Laden, has a new mission: To get you to invest in a beer company. 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. The Companys Insurance Strategy May Not Be Adequate To Protect Us From All Business Risks. Best known for Kirin, one of Japan's largest beer labels. 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. They own over 500 brands of beer including Budweiser, Stella Artois, and Corona. Dalmore is not distributing any securities offering prospectuses in this Regulation A Offering or making any oral representations concerning the securities offering in this Regulation A Offering. . As such, you will not be afforded protection, by any provision of the Shares or as a Shareholder, in the event of a transaction that may adversely affect you, including a reorganization, restructuring, merger or other similar transaction involving the Company. For sales of securities through Dalmore Group, LLC: (1) The Company shall pay Dalmore Group, LLC (Dalmore) a cash success fee equivalent to 5% of the gross proceeds raised in the Offering. For purposes of such requirements, current. This pandemic has adversely affected our business and most alcohol-related businesses, as well as most restaurants and bars. 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. Dissolution or Liquidation of the Company. Since the creation of the new entity in 2008, shares are only up about 50%, compared to 380% for the S&P 500. In particular, the Company uses large quantities of hops and may be reliant on a single supply contract, or only a small number of suppliers, for this ingredient. 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. However, that doesnt mean it couldnt be a good investment for you.If youre looking to invest in a company that supports the armed forces, then this could be a good option for you. Investors in the securities offered hereby may not have the use of such funds or receive interest thereon pending the completion of the Offering or a closing. But honestly, I dont really give a shit about the commercial, and I dont think you should either. An unanticipated delay or unexpected costs in obtaining or renewing such licenses, or unanticipated hurdles which have to be overcome or expenses which have to be paid, could result in a material adverse effect on the Companys business plan and financial results and on your investment. Investors in this offering risk the loss of their entire investment. Your date of birth and social security number or other national ID number. This is what the JOBS Act is all about giving everyday Americans in the general public a chance to do what venture capitalists and the rich investors on Wall Street have been allowed to do for years. The continuing consolidation could also reduce the contract brewing capacity that is available to the Company. The Company has been and will likely continue to be affected by the coronavirus pandemic. The Company Is Dependent Upon Its Management, Founders, Key Personnel and Consultants to Execute the Business Plan, And Some Of Them Will Have Concurrent Responsibilities At Other Companies. The Company has been operating at a loss since the Company's inception, and the Company expects to continue to incur losses for the foreseeable future. No person has been authorized to give any information or to make any representations concerning our company other than those contained in our offering circular, and if given or made, such other information or representation must not be relied upon. Consequently, as of the date of this Offering Circular, the Company has only limited assets, contributed by the founders and early investors. 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. We plan to build a team to scale Armed Forces Brewing Company across the country, and eventually internationally as well. The Act imposes anti-money laundering requirements on brokerage firms and. The maximum aggregate amount of the Shares offered is $7,500,000.00 (the Maximum Offering). The company donates a portion of their proceeds to various veterans charities, so you can rest assured that your money is going to a good cause.In terms of the beer itself, reviewers have generally given Armed Forces Brewing Companys products high marks. If the operation of the servers is interrupted for any reason, including natural disaster, financial insolvency of a third-party provider, or malicious electronic intrusion into the data center, its business would be significantly damaged. Robert is also a global public speaker, social media influencer, and best-selling author of the book The Operator: Firing the Shots That Killed Osama bin Laden and My Years as a SEAL Team Warrior. Since leaving active duty, ONeill is also the founder of theSpecial Operators Transition Foundation, which provides individualized transition support for special operations heroes and their families. The Company plans to actively hire its additional employees at such time as the Company has sufficient capital or financing to do so. But theres more. The Exclusive Forum Provision In The Subscription Agreement May Have The Effect Of Limiting An Investors Ability To Bring Legal Action Against The Company And Could Limit An Investors Ability To Obtain A Favorable Judicial Forum For Disputes. . the merits and risks of investing in the Shares. This year, finalists representing all 50 states and theDistrict of Columbiapitched products for consideration through 30-minute one-on-one virtual and in-person meetings at Walmarts headquarters. Soldier Brewery tributes the U.S. Army, Airmen Brewery tributes the U.S. Air Force, and Seawolf Brewery tributes the U.S. Navy, Marines, and Coast Guard branches. Certain states are considering or have passed laws and regulations that allow the sale and distribution of marijuana. 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. The company is headquartered in San Diego, California. 2019-08. The Companys present business and planned business are speculative and subject to numerous risks and uncertainties. The warrants (a) are not exercisable or convertible more than five years from the qualification date of the offering circular pursuant to FINRA Rule 5110(f)(2)(G)(i); (b) comply with lock-up restrictions pursuant to FINRA Rule 5110(g)(1); and (c) comply with transfer restrictions pursuant to FINRA Rule 5110(g)(2)(A)(ii). Complying with obligations under such indebtedness may have a material adverse effect on the Company and on your investment. 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. The following table of beneficial ownership sets forth information regarding beneficial ownership of the Companys shares as of the date of this Offering Circular. I've already enlisted. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected, expressed or implied, in the forward-looking statements as a result of various factors. In many cases, the Companys competitors have longer operating histories, established ties to the market and consumers, greater brand awareness, and greater financial, technical and marketing resources. America Deserves Great Beer. You should be aware of the long-term nature of your investment in the Company. 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. As of December 31, 2019, the unrecognized tax benefits accrual was zero. 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. Despite this, should the Company provide such indemnification, it could have a material adverse effect on the Company. These companies are in the middle of it. Armed Forces Brewing Companys mission is to brew beers that honor those who have served.The companys flagship beer is their American Pale Ale, which is brewed with hops from the Pacific Northwest. Description Item Exhibit, Broker-Dealer Services Agreement with Dalmore Group, LLC. Income taxes are provided for the tax effects of transactions reporting in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the basis of receivables, inventory, property and equipment, intangible assets, and accrued expenses for financial and income tax reporting. The net proceeds from the Offering, assuming it is fully subscribed, are expected to be approximately $6,925,000.00 after the payment of offering costs including broker-dealer fees. Get the latest in military news, entertainment and gear in your inbox daily. ", PART II PRELIMINARY OFFERING CIRCULAR - FORM 1-A: TIER 2, PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933, 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), See The Offering Page 13 and Securities Being Offered Page 67 For Further Details. There can be no assurance that actual results will not differ from those estimates. Armed Forces Brewing Company, Inc. is a Delaware corporation. Remember to stay diversified and focus on the long-term potential for these alcoholic beverage makers. The Company may not be able to accomplish these tasks, and its failure to accomplish any of them could prevent us from successfully growing the Company. This attention to detail results in some delicious brews that are sure to be popular with customers.Another reason to invest in the Armed Forces Brewing Company is their commitment to giving back to those who have served our country. Rupani is an administrator of acquisitions and grants at theUnited States Geological Surveyand company director. Contact the author here. However, upon closer review, I realize its spot on. Growing up in a military family inNebraskaandNorth Carolina, Beal always felt a sense of gratitude to the men and women who served at home and abroad. As of December 31, 2020, the Company had fixed assets of $3,584. This information does not necessarily indicate beneficial ownership for any other purpose. If you decide to add some beer stocks to your portfolio, bear in mind some of these stocks can exhibit volatile price action. Revenue. If paying by check, instructions shall be given by the Company as to how and where to deliver the payment by check and to whom the check should be made payable. For full offering details, please (1) thoroughly review this Form 1-A filed with the Securities and Exchange Commission (2) thoroughly review this Offering Circular and (3) thoroughly review any attached documents to or documents referenced in, this Form 1-A and Offering Circular. When you apply to invest in the Company, the funds you tender will in some cases be kept in an escrow account with PrimeTrust, or a holding account set up through one of three payment processing alternatives (Circle, Dwolla or Sila) until the next closing after they are received in said account. have a material adverse effect on its business. Moreover, the Company's competitors may independently develop equivalent knowledge, methods and know-how. The rights, preferences and privileges of the Class A Common Stock, Class B Common Stock and Class C Common Stock are set forth in the Companys Certificate of Incorporation (Exhibit 1A-2A) and Bylaws (Exhibit 1A-2B) and are described in summary form in this section of the Offering Circular. Getting a good grip. The Company does not expect to create any additional classes of stock during the next 12 months, but the Company is not limited from creating additional classes which may have preferred dividend, voting and/or liquidation rights or other benefits not available to holders of its Shares if it chooses to do so. Postal Service (USPS) Postmaster Louis DeJoy to join them on a tour of a USPS facility in Colorado to see firsthand the ongoing service and delivery challenges that Coloradans face. 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. Dalmore is not an underwriter and will not be paid underwriting fees but will be paid service fees. According to the United States State Department, one recent estimate puts the amount of worldwide money laundering activity at $1 trillion a year. Since April 24, 2002, all United States brokerage firms have been required to have comprehensive anti-money laundering programs in effect. Investing in Armed Forces Brewing Company could be just the thing you need to diversify your portfolio while supporting a worthy cause at the same time. If the Company is unable to successfully manage the Company's future growth, establish and continue to upgrade the Company's operating and financial control systems, recruit and. (3)You represent and warrant that none of: (a) you; (b) any person controlling or controlled by you; (c) if you are a privately-held entity, any person having a beneficial interest in you; or (d) any person for whom you are acting as agent or nominee in connection with this investment is a. Further, the Company will require substantial additional funds, even beyond those raised in this Offering, in order to fully implement its business plan and to seek to become profitable. See Plan of Distribution., (2) Does not reflect payment of expenses of this Offering, which are estimated to not exceed $200,000.00 and which include, among other things, legal fees, accounting costs, reproduction expenses, due diligence, marketing, consulting, broker-dealer out-of-pocket expenses, administrative services, technology provider fees, banking fees, other costs of blue sky compliance, and actual out-of-pocket expenses incurred by the Company selling the Shares, but which do not include any type of commissions to be paid to any broker-dealer. The year ended December 31, 2019 any marketing materials are for illustrative purposes only to legal actions under... And will likely continue to be Incorrect, the Company had fixed assets of 3,584! Generate significant revenues or profits arising under the Securities Exchange Act of or. May independently develop equivalent knowledge, methods and know-how services are rendered plan! 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