enters into different transactions which require Shareholder approval. If These Assumptions Or Analyses Prove To Be Incorrect, The Companys Actual Operating Results May Be Materially Different From Its Forecasted Results. The Company does not expect to update or otherwise revise this Form 1-A, Offering Circular or other materials supplied herewith except as required by law in which case the Company will file post-qualification amendments or offering circular supplements as facts and circumstances warrant. 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. Investors will be subject to substantial risks involved in an investment in the Company, including the risk of losing their entire investment. Further, the importance of brand recognition will increase as competition in the market increases. 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. There is no pending litigation or proceeding involving any of the Companys directors or officers as to which indemnification is required or permitted, and the Company is not aware of any threatened litigation or proceeding that may result in a claim for indemnification. Shares have been rallying lately, but they remain 50% down from all-time highs last reached in 2016. Trade receivables from customers are uncollateralized customer obligations due under normal trade terms, primarily requiring payment before services are rendered. Chief Operations Officer and Board of Directors Member, Jeff has been one of the top F&B owners/operators/consultants in the Southeast for over 30 years. The income earned by a qualified pension, profit sharing or stock bonus plan (collectively, Qualified Plan) and by an individual retirement account (IRA) is generally exempt from taxation. Two Armed Forces Brewing Company hats 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** *Travel and accommodations not included on any perk ** Restrictions apply. Money laundering is the process of disguising illegally obtained money so that the funds appear to come from legitimate sources or activities. If you acquire the Shares, you will have no effective voice in the management of the Company. 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. $12.00. from around the world. If you decide to subscribe for any Shares in this Offering, you must deliver a funds for acceptance or rejection. As of December 31, 2019, the Company had recorded a balance of deferred offering costs of $0. 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. The Company has a limited operating history. The Company anticipates that subsequent to this Offering, the Company will require additional capital. The Company believes that maintaining and enhancing awareness of the Company's brand and its products is critical to achieving widespread acceptance and success of the Company's business. (4)If you are affiliated with a non-U.S. banking institution (a Foreign Bank), or if you receive deposits from, make payments on behalf of, or handle other financial transactions related to a Foreign Bank, you represent and warrant to the Company that: (a) the Foreign Bank has a fixed address, and not solely an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities; (b) the Foreign Bank maintains operating records related to its banking activities; (c) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct its banking activities; and (d) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a physical presence in any country and that is not a regulated affiliate. Funds received from investors will be counted towards the Offering only if the form of payment clears the payment processing and/or banking system and represents immediately available funds held by the Company prior to the termination of the subscription period, or prior to the termination of the extended subscription period if extended for by the Company, or as otherwise set out herein. Some of them may have concurrent responsibilities at other entities. 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. All funds received shall be held only in a non-interest-bearing escrow account or holding account. Armed Forces Brewing Company is a veteran-owned and operated brewery located in San Diego, California. hire necessary personnel or effectively manage unexpected expansion difficulties, the Company's financial condition and results of operations could be materially and adversely affected. Increasing the amount of debt will increase the Companys debt service obligations and make less cash available for distribution to the Companys Shareholders. These laws and regulations are subject to frequent reevaluation, varying interpretations and political debate, and inquiries from governmental regulators charged with their enforcement. So far, 4,800 people . Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Charge to Retained Earnings for pre-inception costs: $42,675. 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. Each investor may be subject to federal or state income tax, as well as other taxes, and should consult their tax professional prior to investing. There can be no assurances that there are no significant deficiencies or material weaknesses in the quality of our financial controls. PREAMBLE - WE THE PEOPLE/JOHN DALY-MAJOR ED HEART OF A LION FOUNDATION PINT GLASS. Our Chief Operating Officer Jeff Jennings has been one of the top food and beverage owner-operators and consultants in the Southeast for more than 30 years with corporate level multi-state, multi-unit experience in managing operations under the Marriott, Hilton, Starwood, and IHG brands. 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. 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 World Health Organization declared a global emergency on January 30, 2020, with respect to the outbreak and many states and countries, including the United States, have initiated significant restrictions on business operations. These prices do not necessarily accurately reflect the actual value of the Shares or the price that may be realized upon disposition of the Shares. Enjoy responsibly. The continued growth in the sales of craft-brewed domestic beers, imported beers and hard seltzers is expected to increase the competition in the market for beer within the United States and, as a result, prices and market share of the Companys products may fluctuate and possibly decline. Investments in Armed Forces Brewing Company begin at $200, at $10 a share and come in different tiers with their own perks. 137 following. He avoids Northern Ireland and Matt Hancock's leaked WhatsApps at first, instead choosing to challenge the prime minister on the cost . Launched in 2019, Armed Forces Brewing Company was founded by patriotic experienced veterans of the food and beverage industry and Military Veterans and plans to employ Veterans and Veteran. He is also instrumental in the development of Armed Forces Brewings beer products and quality control. Control of the Company and nearly all management decisions affecting the Company will be exercised only by those holding shares of Class A Common Stock, which are not being offered herein. In addition, the Company expects to incur substantial operating expenses in order to fund the expansion of the Company's business. #Veteranjobs #serviceleavers #jobboard Membership in Companys tasting club where you have the opportunity taste every new beer before it goes to market**, You and our brewing team will develop a beer together and you will name it. Commodity markets are volatile and unexpected changes in commodity prices can reduce the Companys profit margin and make budgeting difficult. The Company expects to continue to incur significant advertising, marketing and promotional expenditures to enhance its brands. 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. China's military assets are vast and include land-based attacks . Changes in federal and other tax rates could have a significant effect on the Companys financial results. The Company's ability to compete depends, in part, upon a number of factors outside the Company's control, including the ability of the Company's competitors to develop alternatives that are superior. Expenditures for maintenance and repairs are expensed as incurred. The company is a product of the merger between U.S. brewer Anheuser-Busch and Belgian-Brazilian brewer InBev in 2008, as well as the acquisition of South African brewing giant SABMiller in 2016. This button displays the currently selected search type. Any forward-looking statement made by the Company in this Offering Circular or any documents incorporated by reference herein speak only as of the date of this Offering Circular or any documents incorporated by reference herein. Shares of stock or notes which the Company sells could be sold into any market that develops, which could adversely affect the market price. Armed Forces Brewing Co. - Bad Ass Beer Deserves Bad Ass Gear. Increasing the amount of additional equity that the Company will have to seek in the future will further dilute those investors participating in this Offering. Stone Brewing co-founder Greg Koch. Armed Forces Brewing Company is a privately owned microbrewery that was founded in San Diego, California in 2014. You should not place undue reliance on forward-looking statements. A portion of the proceeds from this Offering may be used to compensate or otherwise make payments to officers or directors of the issuer. Any of such events or occurrences could have a material adverse effect on the Companys financial results and on your investment. You Should Be Aware Of The Long-Term Nature Of This Investment. Check out the great additional benefits of owning stock in Armed Forces Brewing Company here. 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. 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. Money laundering occurs in connection with a wide variety of crimes, including illegal arms sales, drug trafficking, robbery, fraud, racketeering and terrorism. investors should note that this chart contains only the best estimates of the Companys management based upon information available to them at the present time, and that the actual use of proceeds is likely to vary from this chart based upon circumstances as they exist in the future, various needs of the Company at different times in the future, and the discretion of the Companys management at all times. Based on the number of Shares of Class A Common Stock (2,839,222), Shares of Class B Common Stock (797,951) and Shares of Class C Common Stock (244,077) outstanding as of the date of this Offering Circular, that equates to a net tangible book value of approximately $(0.0004) per Share on a pro forma basis. Under ASC 340-10, costs incurred are capitalized until the offering whereupon the offering costs are charged to members equity or expensed depending on whether the offering is successful or not successful, respectively. The pandemic led to a sharp increase in at-home alcohol consumption. Processing fees and other charges may be added to the subscription amount to pay for the third-party costs of processing investor payments. The military exchange retail network is made up of 1,045 package stores and mini-marts in the continental U.S. that account for $292 million in annual beer sales. There is No Public Trading Market for the Company's Shares. As is the case with any business, particularly one without a proven business model, it should be expected that certain expenses unforeseeable to management at this juncture will arise in the future. If either a third-party facility failed, or the Company's ability to access the Internet was interfered with because of the failure of Internet equipment in general or if the Company becomes subject to malicious attacks of computer intruders, its business and operating results will be materially adversely affected. This could have a material adverse effect on the Companys financial results and on your investment. Robert ONeill is one of the most highly-decorated combat Veterans of our time. See the Plan of Distribution for details regarding the compensation payable in connection with this Offering. The Company plans to actively hire its additional employees at such time as the Company has sufficient capital or financing to do so. Robert is Armed Forces Brewings Military Relations Director, a member of our Board of Directors and our National Brand Ambassador. However, Constellation coaxes a more than 30% operating profit margin from its alcoholic beverage operation. 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 company was founded in 2013 by two veterans of the United States Marine Corps, Adam Firestone and David Walker. Specifically, this one. The minimum investment is $200. Now, anyone can invest in companies at an early stage before the company is either acquired or holds an IPO, said Almerico. The Company cannot assure that even with the proper filings that a trading market will ever develop. . Until recently, Constellation was able to sustain double-digit percentage sales growth from its beer brands for years, which make up almost three-quarters of total revenue and almost 80% of the company's profits. Accordingly, no person should purchase the Shares unless he or she is willing to entrust all aspects of management to the Company. We are currently evaluating the effect that. Armed Forces Brewing Company offers a variety of beers, from light lagers to dark ales. My dad was an officer in theAir ForceandAir National Guard, Beal said. As an outgrowth of these concerns, the possibility exists that advertising by beer producers could be restricted, that additional cautionary labeling or packaging requirements might be imposed, that further restrictions on the sale of alcohol might be imposed or that there may be renewed efforts to impose increased excise or other taxes on beer sold in the United States. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact our financial statements. Loans. Changes in control or ownership within the distribution network could lead to less support of the Companys products. Hes an expert in all aspects of brewery operations, from recipe development to purchasing, to production and packaging. As of the date of this Offering Circular, the Company has one full-time employee. This thread is archived . There is no assurance that you will realize a return on your investment or that you will not lose your entire investment. Except as required by Delaware law, each holder of Class A Common Stock, as such, shall be entitled to one vote for each share of Class A Common Stock held of record by the holder on all matters on which shareholders generally are entitled to vote. The Company is offering up to $7,500,000.00 of its Shares of Class C Common Stock to investors in this Offering. Any change in the interpretation of the Tax Act or other legislative proposals or amendments could have an adverse effect on the Companys financial condition, results of operations, and cash flows. He is an Afghanistan War veteran and served in the Marine Corps as a combat correspondent. Every investor must buy at . Foam & Folly Brewing 330 S. 2nd Street and Moon Mountain Rock Shop 338 S. 2nd Street . According to the Brewers Association, in 2019, beer sales overall were down 1.9% in 2019 from the prior year, and growth of U.S. beer and craft beer sales had slowed compared to prior years. As of December 31, 2020, the Company is operating as a going concern. Bob is presently the Maintenance Manager for Lallemand/American Yeast based in Baltimore, Maryland, a position he has held since 2017. 4631250, Shares of Class A Common Stock Outstanding, Shares of Class B Common Stock Outstanding, Shares of Class C Common Stock Outstanding, Shares of Class A Common Stock in this Offering (1), Shares of Class B Common Stock in this Offering (1), Shares of Class C Common Stock in this Offering (1), Total shares to be outstanding after the Offering (2). The Offering is being conducted on a best-efforts basis without any minimum number of Shares or amount of proceeds required to be sold. BEFORE INVESTING IN THIS OFFERING, PLEASE REVIEW ALL DOCUMENTS CAREFULLY, ASK ANY QUESTIONS OF THE COMPANYS MANAGEMENT THAT YOU WOULD LIKE ANSWERED AND EACH PROSPECTIVE INVESTOR SHOULD CONSULT WITH HIS OR HER OWN PROFESSIONAL TAX, LEGAL AND INVESTMENT ADVISORS TO ASCERTAIN THE MERITS AND RISKS OF INVESTING IN THE SHARES DESCRIBED IN THIS OFFERING CIRCULAR PRIOR TO SUBSCRIBING TO SECURITIES OF THE COMPANY. This provision does not apply to legal actions arising under the Securities Act of 1933 or the Securities Exchange Act of 1934. In addition, Armed Forces Brewing Company was named one of the Top 30 Veteran-Owned Businesses by Military Times in 2015.If youre looking for a veteran-owned and operated business that produces high-quality craft beer, then Armed Forces Brewing Company is definitely worth checking out. You can "enlist" by investing $200 to $499, at which point you'll. Property and equipment are recorded at cost. The Shares will be sold only to a person who is not an accredited investor if the aggregate purchase price paid by such person is no more than 10% of the greater of such persons annual income or net worth, not including the value of his primary residence, as calculated under Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended. 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. To make great beer, you need a great brewmaster. Bob is in rare company to be one of a handful of brewers to win the Maryland Governors Cup for Excellence in Craft Beer Brewing. PREAMBLE | WE THE PEOPLE T-SHIRT. Pending each closing, payments for the Shares will be deposited in an escrow account or holding account to be held for the Company. In order to achieve the Company's near and long-term goals, the Company may need to procure funds in addition to the amount raised in this offering. 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. Your name on our online wall of investors (and later in our physical locations) at the $50,000+ level plus special recognition at each Armed Forces Brewing Company location opened in the future. Investors will be given an opportunity to review the current status of all material contracts and financials and ask appropriate questions of management prior to subscribing to this offering. Armed Forces Brewing has successfully completed a test market run and is ready to expand to national and global distribution. The Company Relies Upon Trade Secret Protection To Protect Its Intellectual Property; It May Be Difficult And Costly To Protect The Company's Proprietary Rights And The Company May Not Be Able To Ensure Their Protection. 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. Furthermore, the Company anticipates that closings will be held such that no cleared investor funds will remain in any Escrow Account, or any Holding Account set up by Circle, Dwolla or Sila or by any banking or similar institution for more than approximately 30 business days assuming said funds and the investors have cleared compliance with the broker-dealer. The Companys Insurance Strategy May Not Be Adequate To Protect Us From All Business Risks. The Companys Expenses Could Increase Without a Corresponding Increase in Revenues. Your name on our online wall of investors (and later in our physical locations) at the $5,000+ level plus special recognition at each Armed Forces Brewing Company location opened in the future. As the beer industry continues to consolidate and the Company grows, the capacity and willingness of breweries owned by others where the Company could brew, ferment or package some of its products, if necessary, may become a more significant concern and, thus, there is no guarantee that the Companys needs will be uniformly met. 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. ONeill and other Special Forces Operators as an owner of our Military tribute brewery, helping employ Veterans to make great American beer. 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. 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. 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. Tue, 28 Feb 2023 00:46:13 +0000 View Detailed Check-in. Prospective investors are not to construe the contents of our offering circular, or of any prior or subsequent communications from our company or any of its employees, agents or affiliates, or on this website as investment, legal, financial or tax advice. On or about December 4, 2020, the Company filed a Certificate of Amendment of Certificate of Incorporation with the state of Delaware whereby the Companys name was changed to Armed Forces Brewing Company, Inc. (Exhibit 1A-2A). Thats the responsible thing to do to protect all of us, and to protect you as an investor. The Company discloses important factors that could cause its actual results to differ materially from its expectations under the caption Risk Factors below. Therefore, the. And, along the way, Kirin is embarking on digital updates to modernize its operation and increase efficiency, further bolstering the company's dividend-paying capability. 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 Companys products also compete generally with other alcoholic beverages. You are advised to consult an independent professional adviser or attorney who specializes in investments of this kind before making any decision to invest. The Company started deliveries through their contract brewer, Peabody Heights Brewery, to a few local Annapolis, Maryland stores. Workers at Remedy House Coffee in New York City just announced intentions to join. Im proud to work with some great Americans making great American beer, said ONeill. You can also view it on the SECs website here. Rob is one of the most highly decorated combat veterans of our time and in addition to his duties with Armed Forces Brewing, is a sought-after public speaker, social media influencer, and a best-selling author of the New York Times best-selling book The Operator: Firing the Shots That Killed Osama bin Laden and My Years as a SEAL Team Warrior. Robs presence on our team not only gives instantaneous authenticity to our brands, but also connections to the military that we believe will allow us to grow and scale quickly. IN ADDITION TO THE RISKS LISTED ABOVE, BUSINESSES ARE OFTEN SUBJECT TO RISKS NOT FORESEEN OR FULLY APPRECIATED BY THE COMPANYS MANAGEMENT. Company anticipates that subsequent to this Offering Circular, the Company has one full-time.. Kind before making any decision to invest Manager for Lallemand/American Yeast based in,... 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