Existing patent, copyright, trademark and trade secret laws afford only limited protection. Armed Forces Brewing Company is a craft beer company founded by two veterans of the US military. 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. Rupani is an administrator of acquisitions and grants at the United States Geological Survey and company director . As a result of these and other factors, the results of operations for any quarterly or annual period may differ materially from the results of operations for any prior or future quarterly or annual period and should not be relied upon as indications of our future performance. 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. Bob will manage Armed Forces Brewings production facility operations. This amount represents the proceeds of the Offering to the Company, which will be used as set out in Use of Proceeds., (3) There are no finders fees or other fees being paid to third parties from the proceeds, other than those disclosed above. If the Company fails to successfully compete in its markets, or if the Company incurs significant expenses in order to compete, it could have a material adverse effect on the Company's results of operations. (1) There are three classes of Shares issued by the Company. ARMED FORCES BREWING COMPANY @ArmedForcesBC We celebrate our country, military, and beer! 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 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. But as the company grows, Beal said he is confident thanks to the team he has around him. Such indemnification may be available for liabilities arising in connection with this Offering. Management performs these functions as a whole. 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. To the extent that the Offering Circular contains forward-looking statements regarding the financial condition, operating results, business prospects, or any other aspect of the Companys business, please be advised that the Companys actual financial condition, operating results, and business performance may differ materially from that projected or estimated by the Company. Dalmore may engage the services of additional FINRA member broker-dealers as part of a selling group, and those additional broker-dealers may be paid additional fees to those disclosed herein. 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. 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. The Companys Chief Executive Officer may be reached at 410-999-4117 or via e-mail to alan@armedforcesbrewingco.com. He 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. The Offering will remain open for 360 days from the date of this Offering Circular, unless terminated for any reason at the discretion of the Company, or unless extended by the Company. Get the latest in military news, entertainment and gear in your inbox daily. 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. Launched in 2019, Armed Forces Brewing Company was . 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. You will have a little ability to take part in the management of the Company as a minority Shareholder and will not be represented on any management board of the Company. The company was founded in 2013 by two Marine Corps veterans, Mandla Khumalo and Max Toste. 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. The Company is not involved in any litigation and is not aware of any pending or threatened legal actions. 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 Offering is being conducted on a best-efforts basis without any minimum number of Shares or amount of proceeds required to be sold. A prolonged disruption to brewing activities (e.g., due to fire, industrial action, health concerns or any other cause) at the Companys brewing site or those of its contract brewers could have a material adverse effect on the Companys ability to brew its products. For more information on Armed Forces Brewing Company, visit www.OwnArmedForcesBrewingCo.com and follow the brand on Facebook, Twitter or Instagram. An Increase in Energy Costs Could Harm the Companys Financial Results. There can be no assurance that actual results will not differ from those estimates. 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. 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. THIS OFFERING CIRCULAR DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL. Armed Forces Brewing Company offers a variety of beers, from light lagers to dark ales. The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America ("GAAP"). is anticipated that the account balances in the Companys account may exceed those limits at times. The Companys website and marketing materials are not incorporated into this Offering Circular. Molson Coors also reinstated its dividend payment following a temporary pause at the start of the COVID-19 pandemic. 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. Nothing in the Bylaws should be construed to grant to any shareholder any appraisal or dissenters rights with respect to an Approved Sale or give any shareholder a right to vote in any transaction for which the shareholder does not otherwise have any voting rights. 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. Rupprecht serves as the chief brewing officer of Armed Forces Brewing. 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. whether as a result of new information, future events or otherwise. 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. Armed Forces Brewing Company is a privately owned microbrewery that was founded in San Diego, California in 2014. Things started out well for the mega-beer experiment, but rapid changes in consumer preferences and sluggish major beer label growth have hurt AB InBev shareholders in recent years. 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 Although it isn't the small business it once was, Boston Beer still represents a sliver of North American beer consumption. These calculations do not include the costs of the Offering, and such expenses will cause further dilution. Armed Forces Brewing Company is Veteran owned, Veteran operated, and we make great American beer for America's Military Heroes, First Responders, and Patriots. The idea caught fire, leading to the first Starbucks to unionize. Finally, the beer industry has seen continued consolidation among brewers in order to take advantage of cost savings opportunities for supplies, distribution and operations. Complying with obligations under such indebtedness may have a material adverse effect on the Company and on your investment. Investing in a brewery can be a risky proposition, but with the right brewery it can be a very profitable one. THE COMPANY RESERVES THE RIGHT TO DENY THE PURCHASE OF THE SECURITIES BY ANY FOREIGN PURCHASER. Armed Forces Brewings team and business plan was created with the ability to mass scale. Contributing to distribution risk is the fact that the Companys distribution agreements will likely be terminable by the distributors on relatively short notice. 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. Contact the author here. Because this is not a contingent offering, and the Company plans to hold its first closing approximately three weeks after the qualification of the Offering, the likelihood of no closing occurring is very slim. The Company recognizes revenue when it has been realized and earned. Purchasers may be accredited investors or non-accredited investors. $7,500,000.00 The Company will not accept investments greater than the Maximum Offering amount. Heres what we need from you to comply with the law, in addition to the information you would have to give any online company you wanted to do business with: Read the formal legal offering documents we filed with the SEC by clicking here or downloading the Offering Circular here. See Page 68 below for further details. As of the date of this Offering Circular, the Company has one full-time employee. NO OFFERING LITERATURE OR ADVERTISING IN ANY FORM SHOULD BE RELIED ON IN CONNECTION WITH THE OFFERING EXCEPT FOR THIS OFFERING CIRCULAR, ANY EXHIBITS ATTACHED AND THE STATEMENTS CONTAINED IN BOTH. There is no minimum number of Shares that needs to be sold in order for funds to be released to the Company and for this Offering to hold its first closing. The type of dilution that negatively affects early-stage investors most occurs when the Company sells more Shares or securities in a down round, meaning at a lower valuation than in earlier offerings. Armed Forces Brewing was formed in the state of Delaware on January 11, 2019 as Seawolf Brewing Company LLC. This type of dilution might also happen upon conversion of convertible notes into stock. The Company may be subject, in the ordinary course of business, to losses resulting from accidents, acts of God and other claims against us, for which the Company may have no insurance coverage. 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. Government and Other Campaigns and Laws Could Reduce Demand. Shares outstanding after the Offering does not include a number of Shares equivalent to up to 3% of the number of shares of Class C common stock sold in the offering, which will be exercisable by the broker-dealers or their assigns via warrants in the future based on the terms of said warrants. The Shares in This Offering Have No Protective Provisions. 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. I mean, I wont be shelling out that much cash for a sticker and a few minor benefits, but Im sure someone might. Get stock recommendations, portfolio guidance, and more from The Motley Fool's premium services. Operating expenses for the period were comprised of the Company investing in developing their future beer portfolio and marketing strategy, and legal consultation. The costs of establishing and operating a brewery and the planned restaurants and bars may be higher than expected. 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. 10% discount in the Companys online store, once it opens. Ongoing questions surrounding COVID-19's origins are a vexing irritant in the U.S. and China relationship, with tensions between Washington and Beijing newly roiling over the discovery of a Chinese spy balloon in late January, plus Beijing's close ties with Russia amid its war in Ukraine and the risk of conflict related to Taiwan. In addition, Armed Forces Brewing Companys beers are currently available in 14 states across the country. The Company started deliveries through their contract brewer, Peabody Heights Brewery, to a few local Annapolis, Maryland stores. Armed Forces Brewing Company also offers a variety of other beers, including an IPA, a stout, and a wheat beer. Chief Executive Officer (Principal Executive Officer) Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) and Director. 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. BUSINESS ADVISOR AS TO LEGAL, TAX AND RELATED MATTERS CONCERNING THIS INVESTMENT. 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. The company is headquartered in San Diego, California. Agribusiness is big business. While many of his family members chose to serve the nation in some capacity, Beal, 57, sought to feed the nations appetite and go into the restaurant business. Trustees and other fiduciaries making the investment decision for any qualified retirement plan, IRA or Keogh Plan (or beneficiaries exercising control over their individual accounts) should also consider the application of the prohibited transactions provisions of ERISA and the Code in making their investment decision. Thanks for reading skymagzines, Hey dear.. 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. Overall, though, Armed Forces Brewing Company seems like a solid investment for those looking to support a good cause and enjoy some delicious beer. So when Beal met a couple of guys during a party inWashington D.C., who were looking to get into the craft beer industry, he was instantly interested. Now, anyone can invest in companies at an early stage before the company is either acquired or holds an IPO, said Almerico. The pandemic led to a sharp increase in at-home alcohol consumption. If Sila is used, the Holding Account will be a linked bank account through Evolve Bank & Trust or another financial institution within the Sila Inc. payment infrastructure which is set up to hold funds paid by Investors into the Company's Offering pending the acceptance by the Company or the Broker-Dealer, and a closing of the Offering for which the funds were paid. 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. 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. 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. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO WWW.INVESTOR.GOV. Jan 2019 - Present4 years 2 months. ARMED FORCES BREWING COMPANY www.armedforcesbrewingco.com. 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. He is also instrumental in the development of Armed Forces Brewings beer products and quality control. The Offering Price For The Shares of Class C Common Stock Being Sold In This Offering Has Been Determined By 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. If the total capital raised is $5,625,000: Increase in Net Tangible Book Value per Share Attributable to Shares Offered Hereby (based on 562,500 Shares). Trade receivables are stated at the amount billed to the customer. If the maximum amount is raised in this Offering, investors in this Offering will own approximately 16.19% of the Company. Net loss for the period from January 1, 2019 to December 31, 2019 was $(12,132). Statewide, winter wheat condition declined, with 29 percent of the crop rated good to excellent, compared with 38 percent good to excellent from the previous report, and 21 percent good to excellent last year. Some of them may have concurrent responsibilities at other entities. Nevertheless, a few notable names stand out as worthy of investor attention. The Company has a very short operating history and no assurance that the business plan can be executed, or that the Company will generate revenues or profits. Grocery Outlet (GO) Q4 2022 Earnings Call Transcript, Cumulative Growth of a $10,000 Investment in Stock Advisor, Copyright, Trademark and Patent Information. The Companys ability to obtain additional funding will determine its ability to continue as a going concern. The Companys regular bank accounts, any escrow account and bank accounts that may be used to hold some investor funds while investors are going through the compliance process before a closing occurs, have federal insurance that is limited to a certain amount of coverage. The following table of beneficial ownership sets forth information regarding beneficial ownership of the Companys shares as of the date of this Offering Circular. 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. That brings us to the present day. IN ADDITION TO THE RISKS LISTED ABOVE, BUSINESSES ARE OFTEN SUBJECT TO RISKS NOT FORESEEN OR FULLY APPRECIATED BY THE COMPANYS MANAGEMENT. 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. THE COMPANY MAY REJECT ANY OFFER IN WHOLE OR IN PART AND NEED NOT ACCEPT OFFERS IN THE ORDER RECEIVED. 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. Your rights and the value of your investment in the Shares of Class C Common Stock could be reduced by the dilution caused by future equity issuances. Volatility profiles based on trailing-three-year calculations of the standard deviation of service investment returns. Wait, famous Navy SEAL Team 6 Operator @mchooyah has a beer company that pays tribute to the Military and employs Veterans? Alan Beal is a 35-year veteran of the food & beverage industry and has a passion for craft beer and the military. 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. The Company has not entered into employment agreements with any of its officers or directors as of the date of this Offering Circular. 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. 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. The website lists ONeill as its brand ambassador and notes that he also serves on the companys board of directors. In addition, if our assets are classified as plan assets, certain transactions that we might enter into in the ordinary course of our business might constitute prohibited transactions under ERISA and the Code. 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. During the period from January 1, 2018 to December 31, 2019 the Company received funding consisting of $135,916 which was used to cover the operating expenses. Armed Forces Brewings philosophy is to brew beer worthy of being a tribute to the great active military warriors of the United States, and those veterans who served our country in the past. The filing was accepted and the conversion to a corporation became official on or about September 8, 2020. Armed Forces Brewing Company is a veteran-owned and operated brewery located in San Diego, California. Prices for securities traded solely on the Pink Sheets may be difficult to obtain and holders of the Shares and the Companys securities may be unable to resell their securities at or near their original price or at any price. We also note that some of the perks involve the attendance at events. In what is known as the Tiananmen Square Massacre, or in Chinese the June Fourth Clearing ( Chinese: ; pinyin . In addition, any delays in federal or state government required approvals caused by federal or state government shutdowns could prevent new brands or innovations from getting to market on time or at all. 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 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. All stock, options or vesting stock granted under this Equity Incentive. Selling broker-dealers and other persons who may participate in the offering may make additional reasonable inquiries in order to verify an investor's suitability for an investment in the Company. The brewery has a taproom and bar located onsite, as well as a tasting room and retail store. 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. The Company resumed contract brewing in late 2020 with New Realm Brewery in Virginia Beach. 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. In addition to great beer and patriotic brands, Armed Forces Brewing Company is committed to supporting the Military and Veteran community. These growth and business strategies include but are not limited to enhancing the Companys operating infrastructure and otherwise responding to competitive pressures. The OTC Pink Sheets provide significantly less liquidity than the NASDs automated quotation system, or NASDAQ Stock Market. 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. Misconduct by employees could include intentional failures to comply with laws or regulations, provide accurate information to regulators, comply with applicable standards, report financial information or data accurately or disclose unauthorized activities to the Company. This could have a material adverse effect on the Companys financial results and on your investment. The stock could be a great addition for investors seeking income from their portfolios. Distributed byTribune Content Agency, LLC. TRADING OF CLASS C SHARES WILL NOT BE PERMITTED UNLESS AND SHAREHOLDERS ARE NOTIFIED OTHERWISE BY THE COMPANY, WHICH MAY REQUIRE SHAREHOLDERS TO HOLD THEIR SHARES INDEFINITELY. Invest now at the link in our bio! Please note that the Company has never paid dividends on its Shares and is uncertain if it will be able to pay dividends in the foreseeable future. Onsite, as well as a result of new information, future events or otherwise include but are not into. Privately owned microbrewery that was founded in 2013 by two veterans of the SECURITIES by any FOREIGN PURCHASER microbrewery was... Include the costs of the standard deviation of service investment returns ownership of the Company has one employee... Agreements with any of its officers or directors as of the date of this Offering will own approximately %! 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