ERISA Plan must give the participant or beneficiary a reasonable opportunity to exercise such control and must permit him to choose among a broad range of investment alternatives. Should you choose to invest in this offering using a credit card, you should be aware of several risks. The Companys Brewery, Planned Restaurants and Bars, and Contract Brewers Could Have Licensing, Legal or Regulatory Problems. Kirin also has a health science group, leveraging its expertise in beverage production to build a healthy food and drink business. The loss of such person could negatively affect the Company and its operations. Since then, what started asSeawolf Breweryhas morphed intoArmed Forces Brewing Company, so as not to overlook any branches of service. After the Offering Circular has been qualified by the Securities and Exchange Commission (the SEC), the Company will accept tenders of funds to purchase the Shares. 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. In summary, the. BUSINESS ADVISOR AS TO LEGAL, TAX AND RELATED MATTERS CONCERNING THIS INVESTMENT. At present, the Company contract brews all of its beer. 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. 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. The subscription price of the Shares has been arbitrarily determined by the Company's management without regard to the Company's assets or earnings or the lack thereof, book value or other generally accepted valuation criteria and does not represent nor is it intended to imply that the Shares being offered have a market value or could be resold at that price, even if a sale were permissible. This is a cause that is dear to the hearts of many Americans, and its nice to see a company supporting it.Finally, the company has plans to expand its operations in the near future. Investor and the Companys brewing team will develop a beer together and investor will name it. As for attendance at sponsored events, we note that sponsored events will vary from year to year and may not occur at all some years. The Company is entitled to rely upon the accuracy of your representations. The company donates a portion of its proceeds to organizations that support the military community, such as the Wounded Warrior Project and Operation Homefront. Your name on our online wall of investors (and later in our physical locations) at the $25,000+ level plus special recognition at each Armed Forces Brewing Company location opened in the future. 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. Derek Detenber, Chief Marketing and Merchandising Officer at Batteries Plus is a franchise industry veteran with decades of consumer marketing experience at world-class brands such as Wendy's and Massage Envy. 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. The Shares have no voting rights. 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. 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. Fiduciaries, participants or beneficiaries considering an investment in the Shares should consult their own legal advisors if they have any concern as to whether the investment would be a prohibited transaction. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to managers, 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. . Shares will be offered until either (a) the date upon which the Company confirms that it has received in the escrow account and/or or holding account gross proceeds of $7,500,000.00 in deposited funds; (b) the expiration of 365 days from the date of this Offering Circular unless extended for up to another 365 days in its sole discretion by the Company; or (c) the date upon which a determination is made by the Company to terminate the Offering in its sole discretion. As of right now, Armed Forces Brewing Company is not publicly traded on any stock market. The Companys principal shareholders may be able to control matters requiring approval by its shareholders, including mergers or other business combinations. This litigation could result in substantial costs and diversion of resources and could materially adversely affect the Company's future operating results. This offering statement has been signed by the following persons in the capacities and on the dates indicated. 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. It is impractical to comment on all aspects of federal, state and local, and foreign tax laws that may affect the tax consequences of participation in the Company. Variations in the levels of advertising, marketing and promotional expenditures are expected to cause variability in the Companys results of operations. If all of the Shares in this Offering are sold, the Shares would represent approximately 16.19% of the issued and outstanding combined shares of the Company. 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. At present, managements best estimate of the use of proceeds, at various funding milestones, is set out in the chart below. The Bylaws state that the Company shall indemnify any person who is or was a party to any action, lawsuit, or proceeding, whether civil, criminal, administrative, or investigative, and whether formal or informal, other than an action by, or in the right of, the Company, by reason of the fact that the person is or was an agent, officer, employee, or director of the Company, or is or was serving at the request of the Company as an agent, officer, employee, or director of another corporation, trust, partnership, joint venture, non-profit entity, or other enterprise (including without limitation with respect to employee benefit plans), against liability incurred in connection with the action, lawsuit, or proceeding, including any appeal from the action, lawsuit, or proceeding, if the person acted in good faith and in a manner that the person reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal action or action, lawsuit, or proceeding, if the person had no reasonable cause to believe that her or his conduct was unlawful. Wait, famous Navy SEAL Team 6 Operator @mchooyah has a beer company that pays tribute to the Military and employs Veterans? As of December 31, 2019, the unrecognized tax benefits accrual was zero. To make great beer, you need a great brewmaster. All five armed services are among the seven uniformed services of the United States.From the time of its inception, the U.S. Armed Forces played a decisive role in the history of the United States. Management of the Company has wide latitude and discretion in the use of proceeds from this Offering. Armed Forces Brewing Co. Are you over 21 years of age? And theres more! he said with a chuckle. 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. This type of dilution might also happen upon conversion of convertible notes into stock. Therefore, each prospective Shareholder should satisfy himself as to the tax consequences of participating in the Company by obtaining independent advice from his, her or its own tax advisers. Integral Transfer Agency USA Inc. will serve as transfer agent to maintain shareholder information. Armed Forces Brewing Company is a veteran-owned and operated craft brewery based in San Diego, California. This Preliminary Offering Circular is following the offering circular format described in Part II of Form 1-A. In the case of sales to fiduciary accounts (Keogh Plans, Individual Retirement Accounts (IRAs) and Qualified Pension/Profit Sharing Plans or Trusts), the above suitability standards must be met by the fiduciary account, the beneficiary of the fiduciary account, or by the donor who directly or indirectly supplies the funds for the purchase of the Shares. Property and equipment are recorded at cost. If all of the Shares in this Offering are fully subscribed and sold, the Shares offered herein will constitute approximately 16.19% of the total outstanding shares of the Company. All Rights Reserved. An increase in number of shares outstanding could also result from a share offering (such as an initial public offering, an equity crowdfunding round, a venture capital round, or an angel investment), employees or others exercising stock options, vesting of stock options or by conversion of certain instruments such as convertible bonds, other classes of stock or warrants into stock or other equity. Armed Forces Brewing Company, Inc. (A Delaware Corporation) 1420 Catlyn Place Annapolis, MD 21401 410-999-4117 www.ArmedForcesBrewingCo.com 750,000 Shares of Non-Voting Class C Common Stock at $10.00 per Share Minimum Investment: 20 Shares of Non-Voting Class C Common Stock ($200.00) Maximum Offering: $7,500,000.00 A product thousands of years in the making, modern beer is now a basic staple of the global economy. So far, the brewery has donated over $50,000 to various organizations such as the Navy SEAL Foundation, Wounded Warrior Project, and Operation Homefront.The company has seen rapid growth since its inception. 2019-08 will affect companies that issue share-based payments (e g., options or warrants) to their customers. Jason is also instrumental in the development of Armed Forces Brewing Brewerys beer products and quality control. Gary Bonadonna Jr. has been brewing up unionization efforts in western New York coffee houses since baristas at a local franchise asked his Workers United Rochester Regional Joint Board for help. $0. Fees in the charts above only reflect the cash fees and do not reflect the warrants, which are also not represented in the table of beneficial ownership herein. Trade receivables from customers are uncollateralized customer obligations due under normal trade terms, primarily requiring payment before services are rendered. One of my herds consisted of Shorthorn cows by Spry bulls and I used Bill Sykes Belgium Blue bulls over them and what a great calf they produced. These important risk factors include, but are not limited to: The Company is a relatively new entity with limited tangible assets and its continued operation may require substantial additional funding. The companies that make the foods we eat can also produce investment opportunities. *Travel and accommodations not included on any perk** Restrictions apply. Since the Company is offering the Shares on a best efforts basis, there is no assurance that the Company will sell enough Shares to meet its capital needs. I respect that they employ veterans but seems like a marketing cash grab to those who are balls deep into guns and the military with the main focus being the owner killed Bin Laden. Sign up to receive a daily email of today's top military news stories from Stars and Stripes and top news outlets ______________________________________________________________________________, OFFERING SUMMARY AND SUMMARY OF RISK FACTORS, MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION, COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS, SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS, INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN RELATED-PARTY TRANSACTIONS AND AGREEMENTS, ACKNOWLEDGEMENT ADOPTING TYPED SIGNATURES. The Company Has Made Assumptions In Its Projections and In Forward-Looking Statements That May Not Be Accurate. No matter what the economy, we always need these products. 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. including the matters set forth under the section entitled Risk Factors, could affect (and in some cases have affected) the Companys actual results and could cause such results to differ materially from estimates or expectations reflected in this Offering Circular and in any forward-looking statements made herein or by the Company. The Company had net cash of $(155) on December 31, 2019. 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. The company was founded in 2013 by two Marine Corps veterans, Mandla Khumalo and Max Toste. Armed Forces Brewing was formed in the state of Delaware on January 11, 2019 as Seawolf Brewing Company LLC. These shares cost $10 each and are worth a combined $7.5 million. T-Shirts PREAMBLE | WE THE PEOPLE T-SHIRT from $29.95 WE GOT YOUR SIX T-SHIRT from $29.95 IT'S 1700 SOMEWHERE T-SHIRT from $29.95 TRUST IN BEER NOT IN GOVERNMENT T-SHIRT from $29.95 RED FRIDAY T-SHIRT from $29.95 RALLY POINT 2022 COMMEMORATIVE T-SHIRT from $30.00 Therefore, should any of these key personnel, management or founders die or become disabled, the Company may not receive sufficient, or any, compensation that would assist with such person's absence. 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. The foregoing analysis is not intended as a substitute for careful tax planning, particularly since the income tax consequences of an investment in the Company are complex. 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. Fiduciaries of certain ERISA Plans which provide for individual accounts (for example, those which qualify under Section 401(k) of the Code, Keogh Plans and IRAs) and which permit a beneficiary to exercise independent control over the assets in his individual account, will not be liable for any investment loss or for any breach of the prudence or diversification obligations which results from the exercise of such control by the beneficiary, nor will the beneficiary be deemed to be a fiduciary subject to the general fiduciary obligations merely by virtue of his exercise of such control. Successfully promoting and positioning the Company's brands, products and services will depend largely on the effectiveness of the Company's marketing efforts. Net Loss. 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. The company has won several awards for its beers, including a gold medal at the 2016 Great American Beer Festival for its West Coast IPA. Existing patent, copyright, trademark and trade secret laws afford only limited protection. GOVERNMENT WARNS TECH COMPANIES TO KEEP YOUR AI CLAIMS IN CHECK, YouTubes new leader teases AI tools that can virtually swap creators outfits and locations, Snapchat is releasing its own AI chatbot powered by ChatGPT, What are the benefits of cloud storage with disadvantages Pro Tips. By Monika. You should check the Office of Foreign Assets Control (the OFAC) website at http://www.treas.gov/ofac before making the following representations: (1) You represent that the amounts invested by you in this Offering were not and are not directly or indirectly derived from any activities that contravene federal, state or international laws and regulations, including anti-money laundering laws and regulations. Media Contact: MARCH MarketingBeth.dillon@marchcorp.com773-294-5356. 3. He is anArmed Forces Brewing Companydirector instrumental in quality control. Total funding provided by these sources from inception through December 31, 2020 amounted to $236,030 and has continued since then. *Travel and accommodations not included on any perk. CompensationStock Compensation (Topic718) and Revenue from Contracts with Customers (Topic 606): Codification Improvements Share-Based Consideration Payable to a Customer, which simplifies and increases comparability of accounting for nonemployee share-based payments, specifically those made to customers ASU No. This discussion contains forward-looking statements reflecting the Companys current expectations that involve risks and uncertainties. You Will Need To Keep Records Of Your Investment For Tax Purposes. 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 Company would also likely have to pay fines, penalties and/or other assessments imposed as a result of any data security breach. 2019-08. Operating expenses for the period from January 1, 2019 to December 31, 2019 were $13,725. 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 offering circular is available to download here for you to read and review before you invest. 734 S. 7th St. Grand Junction, CO 81501 Phone: 970-242-5050 Email: webmaster . (Name, address, including zip code, and telephone number, including area code, of agent for service), (Primary Standard Industrial Classification Code Number). There is no income tax provision for the Company for the period from January 1, 2018 through December 31, 2019 as the Company had no taxable income. 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. Articles may contain affiliate links which enable us to share in the revenue of any purchases made. This pandemic has adversely affected our business and most alcohol-related businesses, as well as most restaurants and bars. The Company intends to continue to develop the Company's business model as the Company's market continues to evolve. The Market For Beer and Craft Beer Was Slowing Prior To The Pandemic. Generally, any veteran of the armed forces, or in certain cases their surviving spouse, can qualify for a VA loan. Additionally, convertible notes may have a price cap on the conversion price, which effectively acts as a share price ceiling. The Company has identified the policies outlined below as critical to its business operations and an understanding of its results of operations. WE MAY ELECT TO SATISFY OUR OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF OUR SALE TO YOU THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED. 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 discloses important factors that could cause its actual results to differ materially from its expectations under the caption Risk Factors below. The Company has also paid a one-time payment for out-of-pocket expenses of $5,000.00 to Dalmore to cover expenses such a preparing the FINRA filing, due diligence expenses, and any other services necessary and required prior to the qualification of this Offering. About American Forces Brewing CompanyArmed Forces Brewing Company is a craft brewing company created to pay homage to the U.S. Military through its three beer brands - Seawolf, Soldier and Airmen. You Should Be Aware Of The Long-Term Nature Of This Investment. 21 See more Follow us on social media: Instagram: armedforcesbrewingcompany Twitter: @ArmedForcesBC Parler: @ArmedForcesBrewingCompany 78,244 people like this 80,203 people follow this Such concentrated control of the Company may adversely affect the price of the Shares. The Company is relying on this offering to fund its ongoing business. Their goal is to produce the best tasting beer possible while also supporting the military community. Rupani is an administrator of acquisitions and grants at theUnited States Geological Surveyand company director. Accordingly, our employees, directors, executive officers and insider shareholders may have the power to control the election of our directors or managers and the approval of actions for which the approval of our shareholders is required. There are three classes of stock in the Company as of the date of this Offering Circular: Class A Common Stock, Class B Common Stock and Class C Common Stock. However, management is aware that any capital raise involves uncertainty and investors should be aware that this material event and the uncertainty surrounding it make the reported financial information herein not indicative of potential future operating results or of our future financial condition. The Company has not filed for bankruptcy protection nor has it ever been involved in receivership or similar proceedings. Armed Forces Brewing plans to sell its beer in Walmart and HEB grocery stores, which are inTexasandIllinois, this year. The Company reserves the right to change the use of proceeds set out herein based on the needs of the ongoing business of the Company and the discretion of the Companys management. He wasan Admin Operations Specialist at the United States Geological Survey based in Catonsville, MD from 2016 to 2020 and became a Contract Specialist at the United States Geological Survey in March 2020, a position he has held to present. You should consider general risks as well as specific risks when deciding whether to invest. ** Restrictions apply. According to their site, their beer is only available at locations in Maryland, Virginia, and Rhode Island and appears to be for sale at some military exchanges and at certain retailers. These laws may include minimum wage requirements, overtime pay, healthcare reform and the implementation of various federal and state healthcare laws, unemployment tax rates, workers' compensation rates, citizenship requirements, union membership and sales taxes. The following summary is qualified in its entirety by the more detailed information appearing elsewhere in this Offering Circular and/or incorporated by reference in this Offering Circular. 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. 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. The Equity Incentive Plan is attached as a Material Contract in Exhibit 1A-6 to this Offering Circular. 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. If at any time, the Drag-Along Seller receives a bona fide offer from an Independent Purchaser for a Drag-Along Sale, the Drag-Along Seller shall have the right to require that each other shareholder participate in the sale in the manner provided in the Bylaws; provided, however, that no shareholder is required to transfer or sell any of its shares if the consideration for the Drag-Along Sale is other than cash or registered securities listed on an established U.S. securities exchange or traded on the NASDAQ National Market. According to the United States State Department, one recent estimate puts the amount of worldwide money laundering activity at $1 trillion a year. EACH INVESTOR SHOULD CONSULT HIS OR HER OWN ATTORNEY, ACCOUNTANT OR. Any infringement of the Company's patent, trademark, copyright or trade secret rights could result in significant litigation costs, and any failure to adequately protect the Company's trade secret rights could result in the Company's competitors offering similar products, potentially resulting in loss of a competitive advantage and decreased revenues. Theres Seawolf Brewing for the Navy, Coast Guard, and Marine Corps; Soldier Brewing for the Army, and Airmen Brewing for the Air Force and Space Force. If such a finding were made, the Company may lose its ability to rely upon exemptions under Regulation A, and, depending on the circumstances, may be required to register the Offering of the Companys Shares with the SEC and under applicable state securities laws or to conduct a rescission offer with respect to the securities sold in the Offering. What a culture. The maximum gross proceeds from the sale of the Shares in this Offering are $7,500,000.00. As of December 31, 2019, the Company did not have any material outstanding accounts receivable. 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. 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. 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. The Shares are being offered pursuant to Regulation A of Section 3(b) of the Securities Act of 1933, as amended, for Tier 2 offerings. Although the Company believes its forward-looking statements 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. However, the Company may terminate the Offering at any time for any reason at its sole discretion and may extend the Offering past the planned termination date in the absolute discretion of the Company. In the event that any of Companys banks should fail, the Company may not be able to recover all amounts deposited in these bank accounts. The Company maintains the right to accept subscriptions below the minimum investment amount or minimum per share investment amount in its discretion. The Company competes with other beer and beverage companies not only for drinker acceptance and loyalty, but also for shelf, cold box and tap space in retail establishments and for marketing focus by the Companys distributors and their customers, all of which also distribute and sell other beers and alcoholic beverage products. INVESTMENT OPPORTUNITY. This concentrated control eliminates other Shareholders ability to influence corporate matters and, as a result, the Company may take actions that its Shareholders do not view as beneficial. He has been involved in contract brewing for several international customers as well as fledgling nano-breweries. from around the world. The information on this website was created by Armed Forces Brewing Company, Inc. to assist with marketing our Regulation A stock offering. The Company may face competition from new companies as well as existing companies entering their business space. In addition to the veteran and spouse, two or more persons who intend to hold title may be placed on the mortgage with the veteran. 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.
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