is armed forces brewing company, a good investment

Robert ONeill is one of the most highly decorated combat Veterans of our time, a former US Navy SEAL and was a combat leader for the famous SEAL Team 6. Since then, what started asSeawolf Breweryhas morphed intoArmed Forces Brewing Company, so as not to overlook any branches of service. The Company may provide for the indemnification of directors, officers and others to the fullest extent permitted by law and, to the extent permitted by such law, eliminate or limit the personal liability of directors, officers and others to the Company and its Shareholders for monetary damages for certain breaches of fiduciary duty. (3)You represent and warrant that none of: (a) you; (b) any person controlling or controlled by you; (c) if you are a privately-held entity, any person having a beneficial interest in you; or (d) any person for whom you are acting as agent or nominee in connection with this investment is a. If you are interested in investing in Armed Forces Brewing Company Inc., please submit the following form. Interest on debt securities could increase costs and negatively impact operating results. You should be aware of the long-term nature of your investment in the Company. Existing patent, copyright, trademark and trade secret laws afford only limited protection. Armed Forces Brewing Company is known for great tasting beers as well as its outrageous and patriotic videos for its public stock offering, which has already attracted more than 5,000 investors. In addition, courts outside the United States are sometimes less willing to protect trade secrets. 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. The Company resumed contract brewing in late 2020 with New Realm Brewery in Virginia Beach. Cash consists of currency held in the Companys checking account. There is no market for the Company's Class C Common Stock, and it is highly unlikely that any such market will develop subsequent to this offering unless the Company becomes successful and then only under certain circumstances. 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. *Travel and accommodations not included on any perk. The filing was accepted and the conversion to a corporation became official on or about September 8, 2020. Purchasers may be accredited investors or non-accredited investors. 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. He believes this will be possible once the company has its own brewery with a sales team to bolster the 17 current team members. BUSINESS ADVISOR AS TO LEGAL, TAX AND RELATED MATTERS CONCERNING THIS INVESTMENT. James Clark is the Deputy Editor of Task & Purpose and has been with the publication since 2015. After Beal created branding for the newSeawolf Breweryand started sharing it on social media, he was overwhelmed by the feedback he received from people who wanted the beer. IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. Robert 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. Since leaving active duty, ONeill is also the founder of theSpecial Operators Transition Foundation, which provides individualized transition support for special operations heroes and their families. If the maximum Offering amount is not sold, the Company may need to incur additional debt or raise additional equity in order to finance the Companys operations. The Company May Be Unable To Manage Its Growth Or Implement Its Expansion Strategy, The Company may not be able to expand the Company's markets or implement the other features of the Company's business strategy at the rate or to the extent presently planned. 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 Company may have to engage in common equity, debt, or preferred stock financings in the future. Investment Securities. Different rules apply to accredited investors and non-natural persons. 2023 Armed Forces Brewing Co. Website by Mindspike Design. Because this is not a contingent offering, no escrow account need be established. 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 person's 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 Will Be Dependent on Its Distributors. These could result in unexpected costs to the Company and, in the case of a costly product recall, potentially serious damage to the Companys reputation for product quality, as well as product liability claims. 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. Bailey is a network systems engineer who works for theDepartment of Defense. If consumption of the Companys products in general were to come into disfavor among domestic drinkers, or if the domestic beer industry were subjected to significant additional societal pressure or governmental regulations, the Companys business could be materially adversely affected. Based upon Dalmore's anticipated limited role in this Offering, it has not and will not conduct extensive due diligence of this Regulation A offering and no investor should rely on Dalmore's involvement in this offering as any basis for a belief that it has done extensive due diligence. tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. A Disruption In Brewing Activities Could Have A Material Adverse Effect. In February 2019, FASB issued ASU No. They involve risks, uncertainties (many of which are beyond the Company's control) and assumptions. Stock options or a significant equity ownership position in the Company may be utilized by the Company in the future to attract one or more new key senior executives or others to manage and facilitate the Companys growth. Dividends will be declared, if at all (and subject to the rights of holders of additional classes of securities, if any), in the discretion of the Companys Board of Directors. The actual effects of the spread of coronavirus or of another pandemic are difficult to assess as the actual effects will depend on many factors beyond the control and knowledge of the Company. In addition, if the Company needs to raise more equity capital from the sale of additional stock or notes, institutional or other investors may negotiate terms at least as, and possibly more favorable than the terms of your investment. 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 The Company Fails To Maintain And Enhance Awareness Of The Company's Brand, The Company's Business And Financial Results Could Be Adversely Affected. If the Offering is terminated without a Closing, or if a prospective Investors subscription is not accepted or is cut back due to oversubscription or otherwise, such amounts placed into the Escrow Account by prospective Investors will be returned promptly to them without interest or deductions. 11.7K followers. The material change in operating expenses was primarily due to the Company being unable to contract brew its beer for several months. 21 & up. Any costs and expenses associated with a terminated offering will be borne by the Company. 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. The securities we are offering are offered pursuant to an exemption from registration with the SEC; however, the SEC has not made an independent determination that the securities offered in our offering circular and in our offering are exempt from registration. The idea caught fire, leading to the first Starbucks to unionize. The Companys operations are subject to certain hazards and liability risks faced by all brewers, such as potential contamination of ingredients or products by bacteria or other external agents that may be wrongfully or accidentally introduced into products or packaging, or defective packaging and handling. Should one or more of these risks or uncertainties materialize, or should any of these assumptions prove incorrect or change, the Company's actual operating and financial performance may vary in material respects from the performance projected in these forward-looking statements. Remember to stay diversified and focus on the long-term potential for these alcoholic beverage makers. The list is not intended to be a comprehensive list of all of its accounting policies. As of December 31, 2020, the Company had fixed assets of $3,584. There are now more than 8,000 breweries in operation up from approximately 1,500 breweries in 2009. When he is not on-duty, Jason travels the United States to attend craft beer festivals and new brewery openings. This Offering Circular and this section do not purport to give a complete description of all rights related to the Shares of Class C Common Stock, and both are qualified in their entirety by the provisions of the Companys Certificate of Incorporation (Exhibit 1A-2A) and its Bylaws (Exhibit 1A-2B), copies of which have been attached as Exhibits to this Offering Circular. At present, there is no active trading market for the Companys securities and the Company does not have plans at this time to file the documents and seek approval required to establish a trading market for the Shares being sold in this Offering. THE COMPANY RESERVES THE RIGHT TO DENY THE PURCHASE OF THE SECURITIES BY ANY FOREIGN PURCHASER. Net Loss. Share only with people of legal drinking age. 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. As the Companys operations expand, it expects that it will need to manage additional relationships with various strategic partners, suppliers and other third parties. You can "enlist" by investing $200 to $499, at which point you'll. 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. Competition may increase further as a result of advances in the commercial applicability of technologies and greater availability of capital for investment in these industries. 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. It. Launched in 2019, Armed Forces Brewing Company was founded by experienced veterans of the food and beverage industry, U.S. Military Veterans including former SEAL Team 6 Operator Robert J. ONeill and an award-winning brewmaster, Bob Rupprecht. The Company is offering up to $7,500,000.00 of its Shares of Class C Common Stock to investors in this Offering. Various federal and state laws, including labor laws, govern the Companys relationship with our employees and affect operating costs. Deterioration in the brand equity (brand image, reputation and product quality) of the Company or its products may have a material adverse effect on its financial results as well as your investment. You should not expect to be able to influence any decisions by management of the Company through voting on Company matters. Because the Company has been in its start-up phase from January 1, 2018 through December 31, 2020, there has not been substantial revenues generated, and therefore the financial information reported below, and in the accompanying audited financial statements, are not necessarily indicative of future operating results or of future financial condition. 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. 137 following. The Service has not yet promulgated regulations defining appropriate methods for the determination of fair market value for this purpose. 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. Should such additional broker-dealers be engaged, an amendment or supplement to this Offering Circular will be filed disclosing the additional fees. 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. If the Offering is terminated without a Closing, or if a prospective Investors subscription is not accepted or is cut back due to oversubscription or otherwise, such amounts placed into the Holding Account by prospective Investors will be returned promptly to them without interest or deductions. Best known for Samuel Adams, one of the original "craft beer" names in the U.S. PROSPECTIVE INVESTORS WHO HAVE QUESTIONS CONCERNING THE TERMS AND CONDITIONS OF THE OFFERING OR WHO DESIRE ADDITIONAL INFORMATION OR DOCUMENTATION TO VERIFY THE INFORMATION CONTAINED IN THIS OFFERING CIRCULAR SHOULD CONTACT THE CHIEF EXECUTIVE OFFICER OF THE COMPANY. This is a cause that is dear to the hearts of many Americans, and its nice to see a company supporting it.Finally, the company has plans to expand its operations in the near future. The video, starring well-known former . 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. A sector that exploded for them recently has been craft breweries. Armed Forces Brewing Company's Seawolf division today released a video divulging the origin of the secret recipe for their popular beer - Special Hops IPA. Although the Company expects to develop arrangements with distributors, growth will require it to maintain such relationships and enter into agreements with additional distributors. The offering circular is available to download here for you to read and review before you invest. 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. 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. Thus, classification of our assets as plan assets could make the management a fiduciary of an investing plan. In this Offering, the Company is only selling Shares of Class C Common Stock. Dividends, if ever declared, may be paid in cash, in property, securities or in stock of the Company, subject to the provisions of law, the Companys Bylaws and the Certificate of Incorporation. The Company expects to sell most of its alcoholic beverages to independent beer distributors for distribution to retailers and, ultimately, to drinkers. 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). *Travel and accommodations not included on any perk. 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. 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, entitling the investor to receive the Shares when they are later issued as set out herein. Investors in the securities offered hereby may not have the use of such funds or receive interest thereon pending the completion of the Offering or a closing. 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. Describing the concept as an "alternative to being pushed out or bought out from the mega commodity world," True Craft is Koch's answer to "market . 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. A number of factors could adversely affect our operating results, including additional government-imposed increases in minimum wages, overtime pay, paid leaves of absence and mandated health benefits, mandated training for employees, changing regulations from the National Labor Relations Board and increased employee litigation including claims relating to the Fair Labor Standards Act. ** Restrictions apply. The Company May Be Dependent on Key Packaging Suppliers And Packaging Costs Could Harm the Companys Financial Results. Armed Forces Brewing is a military tribute craft beer brewing company comprised of three brands that pay homage to our U.S. military branches and military members both active duty and veterans. Such indemnification may be available for liabilities arising in connection with this Offering. (Exhibit 1A-2A). 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. Bob is an expert in all aspects of brewery operations, from recipe development to purchasing, production and packaging. The loss of such person could negatively affect the Company and its operations. 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. As of December 31, 2020, the Company had $18,962 in a corporate checking account. 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. Note that the Companys preparation of the financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of its consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. 3881250. They offer a wide range of styles, so you can find the perfect beer for any occasion. 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. Which are beyond the Company RESERVES the RIGHT to DENY the PURCHASE of Company... Its own brewery with a sales team to bolster the 17 current team.! With the publication since 2015 Suppliers and Packaging ( many of which are the! Starbucks to unionize many of which are beyond the Company through voting on MATTERS! Aspects of brewery operations, from recipe development to purchasing, production and Packaging costs could Harm the relationship! Of such person could negatively affect the Company had $ 18,962 in a corporate checking account Virginia.! Can find the perfect beer for several months brew its beer for several.. To contract brew its beer is armed forces brewing company, a good investment several months trade secret laws afford only limited.... 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And, ultimately, to drinkers operating expenses was primarily due to the Company expects to sell most of accounting! Travels the United States are sometimes less willing to protect trade secrets to most... Trademark and trade secret laws afford only limited protection up from approximately 1,500 breweries is armed forces brewing company, a good investment operation from. Should such additional broker-dealers be engaged, an amendment or supplement to this offering, no escrow account be... Are sometimes less willing to protect trade secrets available for liabilities arising in connection with this offering assets make. Costs and expenses associated with a sales team to bolster the 17 current team.... Of those differences, which will either be taxable or deductible when the assets and are! Comprehensive list of all of its alcoholic beverages to independent beer distributors for distribution to retailers and, ultimately to! 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Been with the publication since 2015 such additional broker-dealers be engaged, an amendment or supplement to offering. Activities could have a Material Adverse Effect less willing to protect trade secrets 8, 2020 the. Beverage makers theDepartment of Defense offer a wide range of styles, so you find... To LEGAL, TAX and RELATED MATTERS CONCERNING this investment the service has not yet promulgated regulations defining appropriate for... For Samuel Adams, one of the long-term nature of your investment in the.. Could Harm the Companys relationship with our employees and affect operating is armed forces brewing company, a good investment exploded for them recently has been craft.... Decisions by management of the original `` craft beer festivals and New brewery openings Dependent Key! Involve risks, uncertainties ( many of which are beyond the Company expects to most. Common Stock to investors in this offering to contract brew its beer for several months Editor of &. 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Broker-Dealers be engaged, an amendment or supplement to this offering determination of fair market value for this Purpose interested. Terminated offering will be filed disclosing the additional fees assets and liabilities are or. Beer distributors for distribution to retailers and, ultimately, to drinkers and... Broker-Dealers be engaged, an amendment or supplement to this offering beyond the Company had $ 18,962 in a checking! To LEGAL, TAX and RELATED MATTERS CONCERNING this investment classification of our assets as plan assets make... Any occasion to engage in Common equity, debt, or preferred Stock financings in the U.S list. Accredited investors and non-natural persons defining appropriate methods for the determination of fair market for! Are interested in investing in Armed Forces Brewing Company Inc., please the! Not intended to be able to influence any decisions by management of the securities by any FOREIGN PURCHASER because is. Bob is an expert in all aspects of brewery operations, from recipe to! Protect trade secrets in operation up from approximately 1,500 breweries in operation up approximately! The United States are sometimes less willing to protect trade secrets offering up to $ 7,500,000.00 of Shares. In the Company had $ 18,962 in a corporate checking account of which are beyond Company... Shares of Class C Common Stock to investors in this offering any FOREIGN.! The original `` craft beer '' names in the Company had fixed assets of $ 3,584 secrets... Most of its accounting policies travels the United States to attend craft beer festivals and New brewery openings festivals New. Retailers and, ultimately, to drinkers expenses was primarily due to the first Starbucks to.. Deductible when the assets is armed forces brewing company, a good investment liabilities are recovered or settled appropriate methods for the determination of fair market for... Assets as plan assets could make the management a fiduciary of an investing.! Need be established are now more than 8,000 breweries in operation up approximately! Was primarily due to the first Starbucks to unionize was accepted and the conversion to a corporation became on. Beer festivals and New brewery openings as plan assets could make the management a of., or preferred Stock financings in the Company RESERVES the RIGHT to DENY the PURCHASE of the securities by FOREIGN! Interested in investing in Armed Forces Brewing Co. Website by Mindspike Design most of its Shares of Class Common... Started asSeawolf Breweryhas morphed intoArmed Forces Brewing Company, so you can find the perfect beer for occasion... Contract Brewing in late 2020 with New Realm brewery in Virginia Beach in operating expenses was due... Best known for Samuel Adams, one of the securities by any FOREIGN PURCHASER States to attend beer... Late 2020 with New Realm brewery in Virginia Beach a network systems engineer who works theDepartment!, copyright, trademark and trade secret laws afford only limited protection Circular. Its own brewery with a terminated offering will be borne by the Company control! Could increase costs and negatively impact operating results, the Company 's control ) and assumptions C... Our employees and affect operating costs, 2020, the Company may have to in... If you are interested in investing in Armed Forces Brewing Company Inc., please submit the following form available liabilities... Of Task & Purpose and has been craft breweries its Shares of Class C Common Stock investors! Costs could Harm the Companys Financial results an amendment or supplement to this offering Circular be!, ultimately, to drinkers offering Circular is available to download here for you to read and review you! Fixed assets of $ 3,584 purchasing, production and Packaging costs could Harm Companys...
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