Invest better with The Motley Fool. The Use of Proceeds is an estimate based on the Companys current business plan. Information on the investment opportunity is available at: www.OwnArmedForcesBrewingCo.com. Each investor must represent in writing that he/she/it meets the applicable requirements set forth above and in the Subscription Agreement, including, among other things, that (i) he/she/it is purchasing the Shares for his/her/its own account and (ii) he/she/it has such knowledge and experience in financial and business matters that he/she/it is capable of evaluating without outside assistance the merits and risks of investing in the Shares, or he/she/it and his/her/its purchaser representative together have such knowledge and experience that they are capable of evaluating. When we start brewing beer in our own facilities, we have plans for tap rooms, stand-alone brewpubs and restaurants to support the brand and to drive additional revenues. Moreover, the Company's competitors may independently develop equivalent knowledge, methods and know-how. The Companys Operating Plan Relies In Large Part Upon Assumptions And Analyses Developed By The Company. We plan to use your investment to brew great beer and grow our brand and distribution. 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. One of Beals goals for the company is to be 70% veterans as a way to keep the brand strong and give back to those whove served. 4 A close associate of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close relationship with such senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of such senior foreign political figure. At times, the Company may maintain balances in excess of the federally insured limits. The Company resumed contract brewing in late 2020 with New Realm Brewery in Virginia Beach. The warrants shall comply with transfer restrictions pursuant to FINRA Rule 5110(g)(2)(A)(ii). 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. THE COMPANY RESERVES THE RIGHT TO DENY THE PURCHASE OF THE SECURITIES BY ANY FOREIGN PURCHASER. 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. The Company disclaims any obligation, and undertakes no obligation, to update or alter any forward-looking statement, whether as a result of new information, future events/developments or otherwise or to conform these statements to actual results. Robert is employed by Robert J. ONeill, LLC based in Wilmington, Delaware and has been employed as such from 2013 to the present. The minimum subscription that will be accepted from an investor is Two Hundred Dollars ($200.00) (the "Minimum Subscription"), however, the Company reserves the right to accept a lower amount in the Companys absolute discretion. Beer is big business, but it's not a high-growth industry. As of December 31, 2020, the net tangible book value of the Company was $(1,660) since the Company had generated $12,843 in revenue but had cumulative expenses equal to $58,950 and $215,000 in paid-in-capital. Access for 1 to VIP tent/section at one event the Company sponsors, 8 stickers two each from Armed Forces Brewing Company, the Seawolf brand, the Airman brand and the Soldier brand, Investors name on the Companys wall of investors at the $1,000+ level, Two Armed Forces Brewing Company beer glasses, Access for 2 to VIP tent/section at one event the Company sponsors, Membership in Companys tasting club where investor has the opportunity taste certain new beers before it goes to market**, 12 stickers three each from Armed Forces Brewing Company, the Seawolf brand, the Airman brand and the Soldier brand. 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. Shares are down more than 70% from all-time highs due to the slowdown in sparkling seltzer sales expansion, but the Samuel Adams parent will be more than just fine over the long term. Growing up in a military family inNebraskaandNorth Carolina, Beal always felt a sense of gratitude to the men and women who served at home and abroad. 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. After retiring from the Army, George decided to pursue his passion for brewing and started Armed Forces Brewing Company.The company is based out of San Diego, California, and all of their beers are brewed in small batches using only the highest quality ingredients. 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. Remember to stay diversified and focus on the long-term potential for these alcoholic beverage makers. 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. These companies are in the middle of it. A portion of all proceeds from the sale of their beer goes towards helping veterans and active-duty military members. Also, existing breweries are building more capacity, adding additional local tap rooms, expanding geographically and adding more SKUs and styles. Each holder of Class C Common Stock, as such, shall have no voting rights other than any which may exist under Delaware corporate law and shall not have the right to participate in any meeting of shareholders or to have notice of those meetings. Instead, lets talk about the beer and the breweries involved, which is probably a good idea since the whole goal of the clip is to get you to invest in the venture. Armed Forces Brewing Company - Armed Forces Brewing Co WHO WE ARE DIRECTOR/NATIONAL BRAND AMBASSADOR ROBERT O'NEILL FORMER US NAVY SEAL, SEAL TEAM 6 LEADER Robert O'Neill is one of the most highly-decorated combat Veterans of our time. We are particularly determined as a company, to use our success to help those transitioning from military service to civilian life as well as assisting with veteran homelessness and suicide prevention. All stock, options or vesting stock granted under this Equity Incentive. In February 2019, FASB issued ASU No. If a subscription is rejected, all funds will be returned to subscribers within ten days of such rejection without deduction or interest. The Offering Price For The Shares of Class C Common Stock Being Sold In This Offering Has Been Determined By The Company. | Patents, trademarks and copyrights that have been or may be obtained by the Company may be challenged by others, or enforcement of the patents, trademarks and copyrights may be required. 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. (2) The number of Shares to be outstanding after the Offering assumes that the Offering is fully subscribed, and this number will be less if the Offering is not fully subscribed. Our beers are natural fits for military installations and the areas surrounding them such as non-military package stores at or near the 100 U.S. Navy/U.S. 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. O'Neill and other Special Forces Operators as an owner of our Military tribute brewery, helping employ Veterans to make great American beer. At present, managements best estimate of the use of proceeds, at various funding milestones, is set out in the chart below. Revenue. 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. The Shares of Class C Common Stock Offered Herein Do Not Have Voting Rights. 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. Investors name on the Companys wall of investors at the $10,000+ level plus special recognition at each Armed Forces Brewing Company location opened in the future. The period of January 1, 2019 to December 31, 2019. This discussion contains forward-looking statements reflecting the Companys current expectations that involve risks and uncertainties. All statements other than statements of historical fact or relating to present facts or current conditions included in this Offering Circular, and any documents incorporated by reference are forward-looking statements. As a result, the Company believes it is very important to fully comply with these laws. Please review Article XV of the Companys Bylaws (Exhibit 1A-2B) and the section below entitled Drag-Along Rights for additional details. "Use of the Armed Forces Brewing Company name does not constitute DOD endorsement" . the merits and risks of investing in the Shares. $18,962. The Company reserves the right to change the use of proceeds set out herein based on the needs of the ongoing business of the Company and the discretion of the Companys management. 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. Income taxes are provided for the tax effects of transactions reporting in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the basis of receivables, inventory, property and equipment, intangible assets, and accrued expenses for financial and income tax reporting. However, with the mega-beer merger not going exactly as planned, there are better beer investments than AB InBev. As a result, these companies may obtain. 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. Investor suitability standards in certain states may be higher than those described in this Offering Circular. 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. Dalmore is not an underwriter and will not be paid underwriting fees but will be paid service fees. 2019-08. THE COMPANY AS DESCRIBED IN THIS OFFERING CIRCULAR HAS ARBITRARILY DETERMINED THE PRICE OF SECURITIES, AND EACH PROSPECTIVE INVESTOR SHOULD MAKE AN INDEPENDENT EVALUATION OF THE FAIRNESS OF SUCH PRICE UNDER ALL THE CIRCUMSTANCES AS DESCRIBED IN THIS OFFERING CIRCULAR. Investors will be subject to substantial risks involved in an investment in the Company, including the risk of losing their entire investment. 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. Despite this, should the Company provide such indemnification, it could have a material adverse effect on the Company. Kirin is Japan's second-largest beer label, just behind Asahi Group Holdings (OTC:ASBRF), and it's one of the largest consumer staples companies in the country. The undersigned hereby authenticate, acknowledge and otherwise adopt the typed signatures above and as otherwise appear in this filing and Offering. However, the Company may terminate the Offering at any time for any reason at its sole discretion and may extend the Offering past the planned termination date in the absolute discretion of the Company. I saw the lightning and heard the thunder.. The Company's acceptance of your subscription will be effective when an authorized representative of the Company signs the Subscription Agreement. The Company May Not Be Able To Obtain Adequate Financing To Continue Our Operations. 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. Contact us to find out more information. The amount of unrelated business taxable income in excess of $1,000 in any fiscal year will be taxed at rates up to 36%. 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. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS CONCERNING THE COMPANY OTHER THAN THOSE CONTAINED IN THIS OFFERING CIRCULAR, AND IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON. If the total capital raised is $7,500,000: Increase in Net Tangible Book Value per Share Attributable to Shares Offered Hereby (based on 750,000 Shares). 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. Jason is also instrumental in the development of Armed Forces Brewing Brewerys beer products and quality control. A Disruption In Brewing Activities Could Have A Material Adverse Effect. This Offering Will Commence Upon Qualification of this Offering by, the Securities and Exchange Commission and Will Terminate 365 days from. Jeff has been involved with more than 50 openings, remodels, and consultations in his career. The companies that make the foods we eat can also produce investment opportunities. The girls had In addition, courts outside the United States are sometimes less willing to protect trade secrets. *** Restrictions apply. The statements of the Company contained herein are based on information believed to be reliable. Plan will cause dilution to all Shareholders. 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. The Company reserves the unqualified discretionary right to reject any subscription for Shares, in whole or in part. The subscription price is payable by check, wire transfer, ACH, credit or debit card payment or some other form acceptable to the Company as set out in this Offering Circular. It is reasonably possible that changes in estimates will occur in the near term. 2. The image and reputation of the Company and its products may be impacted for various reasons including, but not limited to, lack of success, bad publicity and others. Dalmore will refund a portion of the $5,000.00 payment to the extent it is not used, incurred or provided to the Company. The tax character of any gain resulting from the sale of such property would probably be ordinarily up to the amount of the asset's accumulated depreciation or amortization and long-term capital gain to the extent of the excess. The Company may face competition from new companies as well as existing companies entering their business space. The warrants may be exercised by Dalmore or their assigns at no cost ($0.00 per. The extent to which the coronavirus impacts our business will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus and the actions to contain the coronavirus or treat its impact, among others. 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. The Shares in This Offering Have No Protective Provisions. Trade receivables are stated at the amount billed to the customer. You Will Have Limited Influence On The Management Of The Company. https://t.co/dQ17NGhG13 pic.twitter.com/XHkN7uKSPw. Furthermore, additional equity financing may be dilutive to the holders of the Companys Shares, and debt financing, if available, may involve restrictive covenants, and strategic relationships, if necessary to raise additional funds, and may require that the Company relinquish valuable rights. Rupprecht formerly worked withDuClaw Brewing Co.and has won the Maryland Governors Cup for Excellence in Craft Beer Brewing. 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. Share only with people of legal drinking age. Alan manages the companys business operations, brand development, military relationships, sales and marketing, and distribution logistics. The Company Has Not Paid Dividends In The Past And Is Uncertain If It Will Be Able To Pay Dividends In The Foreseeable Future, So Any Return On Investment May Be Limited To The Value Of The Shares. Your name on our online wall of investors (and later in our physical locations) at the $5,000+ level plus special recognition at each Armed Forces Brewing Company location opened in the future. These growth and business strategies include but are not limited to enhancing the Companys operating infrastructure and otherwise responding to competitive pressures. Dalmore does not expressly or impliedly affirm the completeness or accuracy of the Form 1-A and/or Offering Circular presented to investors by the Company. For general information on investing, we encourage you to refer to www.investor.gov. 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. In addition, Armed Forces Brewing Companys beers are currently available in 14 states across the country. MOREOVER, THE COMPANY CANNOT PREDICT WHETHER THE COMPANY WILL SUCCESSFULLY EFFECTUATE THE COMPANY'S CURRENT BUSINESS PLAN. *Travel and accommodations not included on any perk. 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. Armed Forces Brewing Companywas selected. Calculated by Time-Weighted Return since 2002. It is currently distributed in 14 states and Washington D.C., with plans to expand nationwide.The investment potential of Armed Forces Brewing Company lies in its strong foundation, passionate team, and commitment to giving back to the military community. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. Operating expenses for the period from January 1, 2019 to December 31, 2019 were $13,725. Our company goal is to be 60-70% veteran and veteran family employed. There are now more than 8,000 breweries in operation up from approximately 1,500 breweries in 2009. As for attendance at sponsored events as listed above, the Company notes that sponsored events will vary from year to year and may not occur at all some years. The photographs, drawings and graphics on the website and in any marketing materials are for illustrative purposes only. Material changes from the earlier reported period are primarily due to the Company receiving additional private funding in 2020, as set out below. (Exhibit 1A-2B). However, that doesnt mean it couldnt be a good investment for you.If youre looking to invest in a company that supports the armed forces, then this could be a good option for you. 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. This Offering Will Commence Upon Qualification of this Offering by the Securities and Exchange Commission and Will Terminate 365 days from the date of qualification by the Securities And Exchange Commission, Unless Extended For Up To Another 365 days or Terminated Earlier By The Issuer. The Company currently maintains no general liability, automobile, life, health, property, or directors' and officers' insurance policies. "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 . 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. NO ASSURANCE CAN BE GIVEN THAT THE COMPANYS ACTUAL PERFORMANCE WILL MATCH THE PROJECTIONS. Our offering circular does not constitute an offer or solicitation in any jurisdiction in which such an offer or solicitation would be unlawful. The Company Has Incurred Debt And Will Likely Incur Additional Debt. Revenue. 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. Thus, classification of our assets as plan assets could make the management a fiduciary of an investing plan. The Company is not involved in any litigation and is not aware of any pending or threatened legal actions. The typed signatures above and as otherwise appear in this Offering Have no Protective Provisions endorsement & quot ; operation... With transfer restrictions pursuant to FINRA Rule 5110 ( g ) ( ). Diversified and focus on the Companys business Operations, brand development, military relationships, sales and marketing and... The $ 5,000.00 payment to the Company undersigned hereby authenticate, acknowledge and otherwise adopt the typed signatures and. Subscription Agreement business plan Company provide such indemnification, it could Have a adverse... Available at: www.OwnArmedForcesBrewingCo.com Offering Have no Protective Provisions paid underwriting fees but be. 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