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. Loans. The information on this website was created by Armed Forces Brewing Company, Inc. to assist with marketing our Regulation A stock offering. The Shares that Dalmore or their assigns will receive upon exercising their warrants will be restricted securities meaning they are not fully liquid, free trading shares unless the restrictions are lifted in accordance with applicable law. As of December 31, 2019, the Company did not have any material outstanding accounts receivable. 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. In addition, the assets of an ERISA Plan or Keogh Plan must be valued at their current value as of the close of the plans fiscal year in order to comply with certain reporting obligations under ERISA and the Code. 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. 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. To find a location where the beer can be purchased, go towww.armedforcesbrewing.com. With consumers around the world increasingly concerned with health and well-being and focused on a better diet, applied health science in food and drink could be a promising area for Kirin. When you apply to invest in the Company, the funds you tender will in some cases be kept in an escrow account with PrimeTrust, or a holding account set up through one of three payment processing alternatives (Circle, Dwolla or Sila) until the next closing after they are received in said account. Effective January 1, 2019, the Company adopted Accounting Standards Codification 606, Revenue from Contracts with Customers ("ASC 606"). 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. Our beers pay tribute to the men and women of the greatest military in the world, and I am thrilled that anyone and everyone can own part of this patriotic company at this early stage alongside me.. Any of such events or occurrences could have a material adverse effect on the Companys financial results and on your investment. You Will Have Limited Influence On The Management Of The Company. At each closing, with respect to subscriptions accepted by the Company, funds held in the escrow account or holding account will be distributed to the Company, and the associated Shares will be issued at that time to the investors that purchased such Shares. Charge to Retained Earnings for pre-inception costs was $42,675. 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. The discussions and information in this Offering Circular may contain both historical and forward-looking statements which can be identified by the use of forward-looking terminology including the terms believes, anticipates, continues, expects, intends, may, will, would, should, or, in each case, their negative or other variations or comparable terminology. James Clark 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. Jason is a co-founder of Armed Forces Brewing. An unfavorable outcome to a tax audit could result in higher tax expense, thereby negatively impacting the Companys results of operations. Consequently, investors must rely on sales of their Shares after price appreciation, which may never occur, as the only way to realize any gains on their investment. 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. PLEASE REVIEW ALL RISK FACTORS ON PAGE 15 THROUGH PAGE 41 BEFORE MAKING AN INVESTMENT IN THIS COMPANY. 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. Although it's the fifth-largest beer maker in the world, Molson Coors' stock has substantially declined for years. The text on this website is a summary but does not contain all of the terms of our securities offering. The Shares being offered are held in book-entry form. In this Offering, the Company is only selling Shares of Class C Common Stock. Any of such events or occurrences could have a material adverse effect on the Companys financial results and on your investment. Changes In Tax Laws, Or Their Interpretation, And Unfavorable Resolution Of Tax Contingencies Could Adversely Affect The Companys Tax Expense. To make the world smarter, happier, and richer. Plant-based eating has grown in popularity. Therefore, the. In order to review all of the terms of our securities offering, you should review our offering circular that contains all of the terms, conditions, risk factors, and disclosures that you should read and understand before you invest in our company. Except with respect to Mr. Almerico, no expert named in this Offering Circular as having prepared or certified any part of this Offering Circular or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the Offering of the Shares of Class C Common Stock had, or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in the Company. None of the Companys directors are independent as defined in Rule 4200 of FINRAs listing standards. 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 operation of the servers is interrupted for any reason, including natural disaster, financial insolvency of a third-party provider, or malicious electronic intrusion into the data center, its business would be significantly damaged. In part, this alert states that investing using a credit card has several risks including, but not limited to high interest rates, credit risk, transaction fees, credit card abuse, unauthorized charges on your credit card statements and risks related to third-party payment processors. No Class A Common Stock is being sold in this Offering. Until such committees are established, matters that would otherwise be addressed by such committees will be acted upon by the entire Board of Directors. Given our 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 us. It is anticipated that income and gain from an investment in the Shares will not be taxed as UBTI to tax exempt shareholders, because they are participating only as passive financing sources. In the event of the dissolution of the Company, after payment or provision for payment of the debts and other liabilities of the Company, the holders of Class A Common Stock, Class B Common Stock and Class C Common Stock will be entitled to receive, in proportion to the number of shares held, the remaining net assets of the Company. Changes In Laws Or Regulations Could Harm The Companys Performance. Our offering circular does not constitute an offer or solicitation in any jurisdiction in which such an offer or solicitation would be unlawful. Registration on or use of this site constitutes acceptance of our Terms of Service. The Company May Be Dependent on Key Packaging Suppliers And Packaging Costs Could Harm the Companys Financial Results. These growth and business strategies include but are not limited to enhancing the Companys operating infrastructure and otherwise responding to competitive pressures. The Company cannot assure that even with the proper filings that a trading market will ever develop. Disposition of Shares of Class C Common Stock. These companies are in the middle of it. You should not place undue reliance on forward-looking statements. While the Company will attempt to invest only in effective advertising, marketing and promotional activities, it is difficult to correlate such investments with sales results, and there is no guarantee that the Companys expenditures will be effective in building brand equity or growing short term or long-term sales. Thats the responsible thing to do to protect all of us, and to protect you as an investor. 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. Save my name, email, and website in this browser for the next time I comment. The Amount Of Capital The Company Is Attempting To Raise In This Offering May Not Be Enough To Sustain The Company's Current Business Plan. Imported beers also continue to compete aggressively in the United States beer market. 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. An investment in the Shares by an ERISA Plan must be made in accordance with the general obligation of fiduciaries under ERISA to discharge their duties (i) for the exclusive purpose of providing benefits to participants and their beneficiaries; (ii) with the same standard of care that would be exercised by a prudent man familiar with such matters acting under similar circumstances; (iii) in such a manner as to diversify the investments of the plan, unless it is clearly prudent not do so; and (iv) in accordance with the documents establishing the plan. James is responsible for overseeing the daily news coverage of the editorial team, assigning stories, approving pitches, editing, and ensuring stories published on the site meet Task & Purposes editorial standards and the audiences needs. Companys Bylaws state that the holders of a majority of the outstanding Class A Common Stock have the right to seek and approve a Drag-Along Sale of the Company. A loss that is uninsured, or underinsured, or which otherwise exceeds policy limits may require us to pay substantial amounts, which could adversely affect the Companys financial condition and operating results. The escrow account will be with a regulated financial institution and will have federal insurance covering portions of the deposit, but the insurance may not be enough to cover the total amount of fund held in said account. The U.S. Securities and Exchange Commission (SEC) does not pass upon the merits of, or give its approval to, any of the securities we are offering or the terms of our offering, nor does it pass upon the accuracy or completeness of our offering circular, other selling literature or this website. You can also view it on the SECs website here. When he is not on-duty, Jason travels the United States to attend craft beer festivals and new brewery openings. Total revenue for the period from January 1, 2019 to December 31, 2019 was $12,889 as the Company was in the start-up phase and test marketed its beer in two states, Maryland and Virginia. On September 10th, 2020, the Companys Bylaws were signed. The Offering is being conducted on a best-efforts basis without any minimum number of Shares or amount of proceeds required to be sold. Some of them may have concurrent responsibilities at other entities. Such indemnification may be available for liabilities arising in connection with this Offering. If Circle is used, the Holding Account will be a linked bank account through Silvergate Bank or another financial institution within the Circle Internet Financial Limited 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. Total Assets: $34,876 . 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. Smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large, established companies. Since then, what started asSeawolf Breweryhas morphed intoArmed Forces Brewing Company, so as not to overlook any branches of service. The period of January 1, 2020 to December 31, 2020. 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. ANNAPOLIS, Md., July 06, 2021 (GLOBE NEWSWIRE) -- Armed Forces Brewing Company, a military tribute craft beer brewing company, today announced a public offering of its stock that provides an opportunity for the general public to invest in the company at an early stage and to help unite beer lovers with an extra passion for their country. Payments of trade receivables are allocated to the specific invoices identified on the customers remittance advice or, if unspecified, are applied to the earliest unpaid invoice. China's military assets are vast and include land-based attacks . James Clark is the Deputy Editor of Task & Purpose and has been with the publication since 2015. The Company Has Incurred Debt And Will Likely Incur Additional Debt. ** 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. Get stock recommendations, portfolio guidance, and more from The Motley Fool's premium services. The market for Armed Forces Brewing Company is ever-growing. The Company maintains its cash with a major financial institution located in the United States of America, which it believes to be credit worthy. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. Maintaining and enhancing the Company's and the brand awareness of the Company and its products may require the Company to spend increasing amounts of money on, and devote greater resources to, advertising, marketing and other brand-building efforts, and these investments may not be successful. Bootstrap Brewing is a veteran-owned and operated craft brewery in Lafayette, Colorado. In late 2019, a novel coronavirus (COVID-19) surfaced, reportedly, in Wuhan, China. Both my partners loved craft beer and wanted to start aNavy-specific craft beer brand, Beal said. 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. The Company was initially formed as a Delaware Limited Liability Company named Seawolf Brewing Company LLC on January 11, 2019 and converted into a Delaware corporation, Seawolf Brewing Company Inc. on September 8, 2020. An Investment In The Shares Is Speculative And There Can Be No Assurance Of Any Return On Any Such Investment. Stone Brewing co-founder Greg Koch. 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. The Company is, in addition to the risks set out below, subject to all the same risks that all companies in its business, and all companies in the economy, are exposed to. Articles may contain affiliate links which enable us to share in the revenue of any purchases made. The stock could be a great addition for investors seeking income from their portfolios. The escrow agreement with PrimeTrust is attached as Exhibit 1A-8. There is no better time for some Ex-Military Talent within your business! 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. For further explanation and details, see the Table of Beneficial Ownership herein. You can read a more detailed breakdown of the perks, here. Statements contained herein as to the content of any agreements or other documents are summaries and, therefore, are necessarily selective and incomplete and are qualified in their entirety by the actual agreements or other documents. Generally, any veteran of the armed forces, or in certain cases their surviving spouse, can qualify for a VA loan. As a result, the Company believes it is very important to fully comply with these laws. Additional risks and uncertainties may also have an adverse effect on the Companys business and your investment in the Shares. Net loss for the period from January 1, 2020 to December 31, 2020 was $(65,993). To the extent that the Company needs to avail itself of a third-party brewing services arrangement, it exposes itself to higher than planned costs of operating under such contract arrangements than would apply at a Company-owned brewery, potential lower service levels and reliability than internal production, and potential unexpected declines in the brewing capacity available to it, any of which could have a material adverse effect on the Companys business and financial results. Invite +1 to a Meet and Greet and dinner the evening before our annual shareholder event with members of our management and our advisory board. $14.00. If you pay for your subscription using a credit card, the payment will be processed by Circle, Dwolla or Sila or another entity affiliated or not affiliated with those companies. The market for beer, and particularly craft beer, within the United States is highly competitive due to the increasing number of domestic and international beverage companies with similar pricing and target drinkers, gains in market share achieved by domestic specialty beers and imported beers, the acquisition of craft brewers by larger brewers and the introduction and expansion of hard seltzers. The company is a product of the merger between U.S.. Armed Forces Brewing Company plans for its beers to also be available for online ordering and shipping to beer lovers in 46 states by the end of the summer. 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. Many believe that this decline is due to declining alcohol consumption per person in the population, drinkers trading up to drink high quality, more flavorful beers, health and wellness trends and increased competition from wine and spirits and even cannabis companies. A product thousands of years in the making, modern beer is now a basic staple of the global economy. As the Company has limited operational history, it is extremely difficult to make accurate predictions and forecasts on our finances. 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 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. Our Revenue Could Fluctuate From Period To Period, Which Could Have An Adverse Material Impact On Our Business. 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. Many of the Companys competitors have substantially greater financial resources, marketing strength and distribution networks than the Company. Further, the Company's success and achievement of the Company's growth plans depend on the Company's ability to recruit, hire, train and retain other highly qualified technical and managerial personnel. Programs which are deemed to be operating companies or which do not issue more than 25% of their equity interests to ERISA Plans are exempt from being designated as holding plan assets. Management anticipates that we would clearly be characterized as an operating for the purposes of the regulations, and that it would therefore not be deemed to be holding plan assets.. Dalmore will not under any circumstance solicit any investment in the Company in this Regulation A Offering, provide investment advice to any prospective investor in this Regulation A Offering, or make any securities recommendations to investors in this Regulation A Offering. The Company has already incurred debt and will likely incur additional debt (including secured debt) in the future and in the continuing operations of its business. If you are interested in investing in Armed Forces Brewing Company Inc., please submit the following form. These third-party facilities require uninterrupted access to the Internet. While the Company uses reasonable efforts to protect these trade secrets, the Company cannot assure that its employees, consultants, contractors or advisors will not, unintentionally or willfully, disclose the Company's trade secrets to competitors or other third parties. 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. Our business, financial condition, results of operations, and prospects may have changed since that date. The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. Perks will be fulfilled when this public stock offering has ended. Volatility profiles based on trailing-three-year calculations of the standard deviation of service investment returns. 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. Get the latest in military news, entertainment and gear in your inbox daily. The Company had net cash of $18,962 on December 31, 2020. Armed Forces Brewing has successfully completed a test market run and is ready to expand to national and global distribution. The warrants (a) are not exercisable or convertible more than five years from the qualification date of the offering circular pursuant to FINRA Rule 5110(f)(2)(G)(i); (b) comply with lock-up restrictions pursuant to FINRA Rule 5110(g)(1); and (c) comply with transfer restrictions pursuant to FINRA Rule 5110(g)(2)(A)(ii). 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. To make great beer, you need a great brewmaster. $18,962. Theres Bootcamp which comes in between$500-$999 and Brigade at $1,000-$4,999, and then it just keeps climbing. Cash consists of currency held in the Companys checking account. As a result, these companies may obtain. These forward-looking statements include matters that are not historical facts. 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. Investors should carefully consider the various risk factors below before investing in the Shares. 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. The grand majority of the equity of the Company is presently owned by founders, officers and directors, but as Shares of Class C Common Stock of the Company are issued pursuant to this Offering, the founders, officers and directors ownership in the Company will be diluted. This Offering Will Commence Upon Qualification of this Offering by, the Securities and Exchange Commission and Will Terminate 365 days from. The Company is permitted to issue preferred stock pursuant to the terms of our Company documents, preferred stock could be issued in series from time to time with such designation, rights, preferences, and limitations as needed to raise capital. As of the date of this Offering Circular, the Company has one full-time employee. Dalmore is not an underwriter and will not be paid underwriting fees but will be paid service fees. This offering statement has been signed by the following persons in the capacities and on the dates indicated. The Companys Chief Executive Officer is Alan Beal. Armed Forces Brewing Company is the parent company for three beer brands that pay tribute to each branch of the Military: Seawolf Brewery (Navy, Marines, Coast Guard), Soldier Brewery (Army), and Airmen Brewery (Air Force and Space Force). The following table of beneficial ownership sets forth information regarding beneficial ownership of the Companys shares as of the date of this Offering Circular. Through good times and bad, the beer industry enjoys steady rates of consumer consumption and is one of the top beverages of choice around the world. The Company expects to incur additional expenses and diversion of management's time if and when it becomes necessary to perform the system and process evaluation, testing and remediation required in order to comply with the management certification and auditor attestation requirements. There is beneficial ownership of the Companys shares at the time of this Offering by its directors or executive officers as set out below in the table. 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. You should consider carefully whether an investment in the Company is suitable in the light of your personal circumstances and the financial resources available to you. Accordingly, the Company's initial business model may not be successful and may need to be changed. Some of the advisors, consultants and others to whom the Companys ultimate success may be reliant upon have not signed contracts with the Company and may not ever do so. The warrants may be exercised by Dalmore or their assigns for no cost ($0.00 per share) and will, when exercised, provide Dalmore or their assigns with Shares of Class C Common Stock. To December 31, 2019, the Company can not assure that with... Consider the various RISK FACTORS below BEFORE investing in Armed Forces Brewing Company is only selling of. Brewing Company is ever-growing was created by Armed Forces, or in certain cases their surviving,... Calculations of the Armed Forces Brewing Company, Inc. to assist with marketing our a. Factors on PAGE 15 THROUGH PAGE 41 BEFORE MAKING an investment in the Companys results of operations is only Shares. 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