Holders of the Companys Class C Shares shall rank pari passu with each other and with any other series or class of the Companys with respect to the payment of dividends. If you decide to add some beer stocks to your portfolio, bear in mind some of these stocks can exhibit volatile price action. Beer, one of the original alcoholic beverages, was developed at the dawn of human civilization. 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. Net Loss. 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. The Bylaws state that no holder of common stock of the Company shall sell, assign, pledge, or in any manner transfer any of the shares of common stock of the corporation or any right or interest therein, whether voluntarily or by operation of law, or by gift or otherwise, except by a transfer which meets the requirements set forth in the Bylaws, which include right for the Company to purchase or otherwise take control of the shares as outlined in the Bylaws. 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. Each shareholder who holds uncertificated shares of the Company authorizes the Secretary of the Company to transfer its shares on the books of the Company in connection with an Approved Sale and shall execute all documentation required by the Company with respect to that transfer. 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. Invest Now Company Name Armed Forces Brewing Co., Inc Max Offering Before joining Armed Forces Brewing, Bob was the brewmaster for DuClaw Brewing Company in Rosedale, Maryland from 2014-2017. Calculated by average return of all stock recommendations since inception of the Stock Advisor service in February of 2002. Operating expenses for the period from January 1, 2020 to December 31, 2020 were $58,950. The Company will conduct one or more closings on a rolling basis as funds are received from investors. At each closing, funds held in the Escrow Account or Holding Account will be distributed to the Company, and the associated Shares will be issued to all investors at time of each closing for investors whose funds and subscription have been cleared. In the event of a dissolution, however, the Company might be required to liquidate all or a portion of its assets during a limited period of time. Forward-looking statements give the Company's current reasonable expectations and projections relating to its financial condition, results of operations, plans, objectives, future performance and business. Different rules apply to accredited investors and non-natural persons. The Company will undertake one or more closings on a rolling basis as funds are received from investors. A Sanctioned Country means a country subject to a sanctions program identified on the list maintained by OFAC and available at www.ustreas.gov/offices/enforcement/ofac/sdn or as otherwise published from time to time. Terms Of Subsequent Financing, If Any, May Adversely Impact Your Investment. In particular, sales, marketing and business arrangements are subject to extensive laws and regulations intended to prevent fraud, misconduct, kickbacks, self-dealing and other abusive practices. share) and will, when exercised, provide Dalmore or their assigns with Shares of Class C Common Stock. When you invest, you receive real stock in our company one share of Class C Non-Voting Common Stock for every $10.00 you invest. 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. When you review our offering circular, please review all of the risk factors before making an investment in our company. GENERALLY, NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. They have an additional 53 package stores on military bases overseas that have an annual revenue of $85 million. 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. The industries in which the Company participates are intensely competitive and subject to rapid and significant change. The Offering Price For The Shares of Class C Common Stock Being Sold In This Offering Has Been Determined By The Company. 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. the updated standard will have on the financial statements and related disclosures. (Exhibit 1A-2B). The Companys business is highly regulated by federal, state and local laws and regulations regarding such matters as licensing requirements, trade and pricing practices, labeling, advertising, promotion and marketing practices, relationships with distributors, environmental impact of operations and other matters. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. The Cost of Establishing and Operating A Brewery and Planned Restaurants and Bars May Be Higher Than Expected. Marines shut down elite scout sniper platoons in favor of all-weather, info-gathering units, Senator says Japan reneged on deal to release Navy officer from Yokosuka prison, Maverick or Goose?: Caroline Kennedy goes supersonic in Australian Super Hornet, Military, VA provide troops, vets more gun safety options to help reduce suicides, Pentagon tells service members to stop displaying giant US flags at major events, K-Town Now features the latest news from the Kaiserslautern Military Community. Press Esc to cancel. This Form 1-A and Offering Circular are submitted in connection with the Offering described herein and may not be reproduced or used for any other purpose. Failure to comply with existing laws and regulations to which the Companys operations are subject or any revisions to such laws and regulations or the failure to pay taxes or other fees imposed on the Companys operations and results could result in the loss, revocation or suspension of the Companys licenses, permits or approvals, and could have a material adverse effect on the Companys business, financial condition and results of operations. Grocery Outlet (GO) Q4 2022 Earnings Call Transcript, Cumulative Growth of a $10,000 Investment in Stock Advisor, Copyright, Trademark and Patent Information. Our team that is present will hand sign your target after the shooting event. The Company maintains its cash with a major financial institution located in the United States of America, which it believes to be credit worthy. This discussion contains forward-looking statements reflecting the Companys current expectations that involve risks and uncertainties. Nothing prohibits a shareholder, or any member, partner, employee, or shareholder of a shareholder, from receiving either (i) additional ordinary and. The filing was accepted and the conversion to a corporation became official on or about September 8, 2020. (1) The Company shall pay Dalmore a cash success fee equivalent to 5% of the gross proceeds raised in the Offering. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. If you invest and purchase the Shares of Class C Common Stock, you will be acquiring a minority interest in the Company and will have little to no effective control over, or input into, the management or decisions of the Company, primarily because the Shares have no voting rights. There can be no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available from external sources, such as debt or equity financings or other potential sources. The Company's ability to generate significant revenues will depend, in large part, on the Company's ability to successfully market the Company's products to potential customers and who may not be convinced of the need for the Company's products and services or who may be reluctant to rely upon third parties to develop and provide these products. For a full description of the drag-along rights of the Shares of Class C Common Stock offered herein, please review Article XV of the Bylaws (Exhibit 1A-2B). If the Company engages one or more additional commissioned sales agents or underwriters, the Company will supplement this Form 1-A and Offering Circular to describe the arrangement. As a result, Boston Beer enjoyed an acceleration in its sales growth in 2020 and early 2021. Seems like a good majority comes back, buys a bunch is military shirts and a giant truck with an assload of bumper stickers. The Company has a limited operating history. Unless Extended For Up To Another 365 days or Terminated Earlier By The Issuer. Our offering circular does not constitute an offer or solicitation in any jurisdiction in which such an offer or solicitation would be unlawful. To manage growth effectively, the Company will need to: Establish definitive business strategies, goals and objectives; Maintain a system of management controls; and. The alcoholic beverage industry has been the subject of considerable societal and political attention for several years, due to public concern over alcohol-related social problems, including driving under the influence, underage drinking and health consequences from the misuse of alcohol, including alcoholism. If The Maximum Offering Is Not Raised, It May Increase The Amount Of Long-Term Debt Or The Amount Of Additional Equity It Needs To Raise. See "Plan of Distribution. 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. Plan will cause dilution to all Shareholders. 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. The Company is required to exercise reasonable care in conducting an inquiry to determine whether any such persons have been subject to such Disqualifying Events and is required to disclose any Disqualifying Events that occurred prior to September 23, 2013 to investors in the Company. You may be required to travel to an official Armed Forces Brewing Company location to taste the beer and provide feedback, or the tasting may take place at our annual shareholder event. (1) There are three classes of Shares issued by the Company. 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. The Company has engaged PrimeTrust to provide escrow services and all investor funds be held in that account (the Escrow Account) until compliance by the broker-dealer is complete. It also exports its products to Canada, Europe, Asia, and Australia. 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 material change in operating expenses was primarily due to the Company being unable to contract brew its beer for several months. No matter what the economy, we always need these products. 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. Rather, the price of the Shares was derived as a result of internal decisions based upon various factors including prevailing market conditions, its future prospects and its capital structure. Until such committees are established, matters that would otherwise be addressed by such committees will be acted upon by the entire Board of Directors. These growth and business strategies include but are not limited to enhancing the Companys operating infrastructure and otherwise responding to competitive pressures. A portion of the proceeds from this Offering may be used to compensate or otherwise make payments to officers or directors of the issuer. The Company is offering a Maximum Offering of up to $7,500,000.00 of its Shares. Calculated by Time-Weighted Return since 2002. The Company has competitors both in the United States and internationally. As the Company has limited operational history, it is extremely difficult to make accurate predictions and forecasts on our finances. The Company is dependent upon management and on others in order to conduct its operations and execute its business plan, however, the Company has purchased only limited insurance policies (including a disability policy) with respect to those individuals in the event of their death or disability. Armed Forces Brewing Company is here. 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. 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. Revenue is recognized when performance obligations under the terms of the contracts with our customers are satisfied. Given the Companys limited operating history and existing losses, there can be no assurance that additional financing will be available, or, if available, that the terms will be acceptable to the Company. Furthermore, the issuance by the Company of any additional securities pursuant to any future fundraising activities undertaken by the Company or could result in an issuance of securities whose rights, preferences and privileges are senior to those of existing Shareholders including you and could dilute the ownership or benefits of ownership of existing Shareholders including, but not limited to reducing the value of the Shares of Class C. Common Stock subscribed for under this Offering. Thus, if the Offering is fully subscribed, the net tangible book value per Share owned by the Companys current shareholders will have immediately increased by approximately $0.4623 per share without any additional investment on their part and the net tangible book value per Share for new investors will be immediately diluted to $0.4618 per Share. Armed Forces Brewing doesn't make any beer at all . "We started in Annapolis, Md., initially as Seawolf Brewery, which was pretty much a tribute to Navy service," Alan Beal, AFBC's chief executive, tells . 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. 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. 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. Remember to stay diversified and focus on the long-term potential for these alcoholic beverage makers. 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. Investor and the Companys brewing team will develop a beer together and investor will name it. 3 Immediate family of a senior foreign political figure typically includes such figures parents, siblings, spouse, children and in-laws. If any asset sold were depreciable or amortizable, a gain probably would be produced since depreciation and amortization deductions decrease the adjusted tax basis. These adverse conditions could affect the Company's financial condition and the results of its operations. There can be no assurances that there are no significant deficiencies or material weaknesses in the quality of our financial controls. The information on this website was created by Armed Forces Brewing Company, Inc. to assist with marketing our Regulation A stock offering. Any infringement of the Company's proprietary rights could result in significant litigation costs, and any failure to adequately protect the Company's proprietary rights could result in the Company's competitors offering similar products, potentially resulting in loss of a competitive advantage and decreased revenue. These potential increases in the number and availability of competing brands, the costs to compete, reductions in contract brewing capacity and decreases in distribution support and opportunities may have a material adverse effect on the Companys business and financial results, as well as your investment. If you decide to subscribe for any Shares in this Offering, you must deliver a funds for acceptance or rejection. We plan to use your investment to brew great beer and grow our brand and distribution. Rupani is an administrator of acquisitions and grants at theUnited States Geological Surveyand company director. 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. 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. 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. These standards represent minimum suitability requirements for prospective investors, and the satisfaction of such standards does not necessarily mean that an investment in the Company is suitable for such persons. If the Company is unable to defend the Company's trade secrets from others use, or if the Company's competitors develop equivalent knowledge, it could have a material adverse effect on the Company's business. These factors make it a wise investment for anyone looking to add a little bit of excitement to their portfolio. 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. 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. Under the regulations, the beneficiary must not only exercise actual, independent control in directing the particular investment transaction, but also the. 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. I mean, I wont be shelling out that much cash for a sticker and a few minor benefits, but Im sure someone might. Investment Securities. Im proud to work with some great Americans making great American beer, ONeill said in a July 6 statement. 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. The company was founded in 2014 by brothers Jack and Joe Lewis, who are both Marine Corps veterans. If our assets are deemed to be plan assets of investor plans, transactions which may occur in the course of its operations may constitute violations by the management of fiduciary duties under ERISA. Kirin also has a health science group, leveraging its expertise in beverage production to build a healthy food and drink business. If the Company is unable to establish sufficient marketing and sales capabilities or enter into agreements with third parties, the Company may not be able to effectively market and generate revenues. These companies are its leaders. If the Company fails to hold a closing prior to the termination date, investor subscriptions will be returned without interest or deduction. The Company established an Equity Incentive Plan, effective as of September 10, 2020, for the benefit of certain individuals. Should you choose to invest in this offering using a credit card, you should be aware of several risks. Significant judgment is required in determining our provision for income taxes and other tax liabilities. These sales may also make it more difficult for us to sell equity or equity-related securities at a time and price that the Company deems reasonable or appropriate. 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. Integral Transfer Agency USA Inc. will serve as transfer agent to maintain shareholder information. The risk of unauthorized circumvention of such security measures has been heightened by advances in computer capabilities and the increasing sophistication of hackers. 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. Severe interruptions would be problematic, particularly during peak seasons. You are not obligated to supply any information so requested by the Company, but the Company may reject a subscription from you or any person who fails to supply such information. Armed Forces Brewing Companywas selected. ARMED FORCES BREWING COMPANY 16 OZ BELGIAN BEER GLASS. Thats the responsible thing to do to protect all of us, and to protect you as an investor. The offering circular explains that Armed Forces Brewing Company, Inc. is offering 750,000 Shares of Non-Voting Class C Common Stock at $10.00 per share with a minimum purchase of 20 Shares ($200.00). Another potential value stock in the beer industry is Molson Coors. 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. These expenditures may adversely affect the Companys results of operations and may not result in increased sales. But there are some standouts in the space worth your attention, especially for investors seeking to generate some dividend income along the way. The Companys future operating expenses and margins could be dependent on its ability to manage the impact of such cost increases. Encryption software and the other technologies used to provide security for storage, processing and transmission of confidential customer and other information may not be effective to protect against data security breaches by third parties. On October 13, 1992, the Department of Labor issued regulations establishing criteria for determining whether the extent of a beneficiarys independent control over the assets in his account is adequate to relieve the ERISA Plans fiduciaries of their obligations with respect to an investment directed by the beneficiary. Volatility profiles based on trailing-three-year calculations of the standard deviation of service investment returns. When the Company issues more Shares or other securities, the percentage of the Company that you own will decrease, even though the value of the Company may increase. 10% discount in the Companys online store, once it opens. 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. The following chart reflects all compensation paid to each officer and director from January 1, 2020 through December 31, 2020. Net loss for the period from January 1, 2019 to December 31, 2019 was $(12,132). The Company has budgeted for the fulfillment of all shareholder benefits/perks from its ongoing operating revenues. 2023 Stars and Stripes. Total funding provided by these sources from inception through December 31, 2020 amounted to $236,030 and has continued since then. . Armed Forces Brewing Companys stock offering will be held under Regulation A, a law passed as part of the 2012 Jumpstart Our Business Startups (JOBS) Act that allows small and emerging companies to raise capital by selling stock online through equity crowdfunding. Changes in the general economic climate, both in the United States and internationally, could have a detrimental impact on consumer expenditure and therefore on the Companys revenue. If the total capital raised is $3,750,000: Net Tangible Book Value per Share before Offering (based on 3,881,250 Shares), Increase in Net Tangible Book Value per Share Attributable to Shares Offered Hereby (based on 375,000 Shares). Although Dependent Upon Certain Key Personnel, The Company Does Not Have Any Key Man Life Insurance Policies On Any Such People At The Time Of This Offering. 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. Alan comes from a four-branch military family. 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. 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*. Every investor must buy at . 2 beer maker, but it gives Kirin a new area to plant seeds of future expansion. Contributing to distribution risk is the fact that the Companys distribution agreements will likely be terminable by the distributors on relatively short notice. 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. Limitation on Director, Officer and Others Liability. Trade receivables are stated at the amount billed to the customer. If there is a "liquidation event" or "change of control" for the Company, the Shares being offered do not provide you with any protection. The costs of establishing and operating a brewery and the planned restaurants and bars may be higher than expected. It is possible that the Company may never reach a financial position where it can or will issue dividends. Failure to secure additional financing in a timely manner and on favorable terms would have a material adverse effect on the Companys financial performance, results of operations and Share price and require it to curtail or cease operations, sell off its assets, seek protection from its creditors through bankruptcy proceedings, or otherwise. $ 236,030 and has continued since then of 2002 the space worth your attention especially. 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