is armed forces brewing company, a good investment

As of December 31, 2019, the Company did not have any material outstanding accounts receivable. Chief Operations Officer and Board of Directors Member, Jeff has been one of the top F&B owners/operators/consultants in the Southeast for over 30 years. with respect to, the Approved Sale; (iv) execute and deliver (or cause to be executed and delivered) any acquisition agreement and other transaction documentation requested by the board of directors or the Drag-Along Seller to consummate the Approved Sale, so long as the acquisition agreement and other transaction documentation are on the same economic terms and conditions with respect to all the holders of common stock of the Company and comply with any applicable terms of any preferred stock that is outstanding, with respect to the preferred stock; (v) if the Approved Sale will constitute a sale of shares, each shareholder shall (A) agree to sell all its shares (and any other securities of the Company) that are to be sold, exchanged, or otherwise transferred in the Approved Sale at the price and on the same economic terms and conditions as those shares (and any other securities of the Company) will be sold by the Drag-Along Seller or, if the Drag-Along Seller does not own any shares of a particular class, on the terms and conditions approved by the Drag-Along Seller (so long as those terms and conditions comply with the terms of the class of stock), and (B) deliver to the purchaser at the closing of the Approved Sale any and every certificate (if any) representing any of the shares that will be sold, exchanged, or otherwise transferred in the Approved Sale, together with one or more duly completed and executed letters of transmittal, transfer powers, assignments, or other applicable instruments of transfer in form and substance identical to those executed and delivered by the Drag-Along Seller in connection with the closing of the Approved Sale; and (vi) take all reasonably necessary actions that are requested by the board of directors or the Drag-Along Seller to accomplish the distribution of the aggregate consideration received from the Approved Sale. Armed Forces Brewing Company offers a variety of beers, from light lagers to dark ales. Ongoing questions surrounding COVID-19's origins are a vexing irritant in the U.S. and China relationship, with tensions between Washington and Beijing newly roiling over the discovery of a Chinese spy balloon in late January, plus Beijing's close ties with Russia amid its war in Ukraine and the risk of conflict related to Taiwan. The Company sold all of its test market inventory by March of 2020 as consumer demand for alcohol products rose during the COVID outbreak. Trade receivables are stated at the amount billed to the customer. 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. There are a few things to consider before investing in Armed Forces Brewing Company. Save my name, email, and website in this browser for the next time I comment. There can be no assurance that the Company will effectively manage such increasing complexity without experiencing future planning failures, operating inefficiencies, insufficient employee training, control deficiencies or other issues that could have a material adverse effect on the Companys business and financial results, The Company may continue to avail itself of contract brewing at third-party breweries. Should any such agreements be entered into, they will be attached as Material Contracts in Exhibit 1A-6 to a subsequent filing of this Offering Circular. One of my herds consisted of Shorthorn cows by Spry bulls and I used Bill Sykes Belgium Blue bulls over them and what a great calf they produced. Armed Forces Brewing Company is selling off 750,000 shares, which is 16.19 percent of the business. The term fiduciary is defined generally to include any person who exercises any authority or control over the management or disposition of plan assets. 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). In selecting third party breweries for brewing services arrangements, the Company intends to carefully weigh abrewerys capability of utilizing traditional brewing, fermenting and finishing methods, its quality control capabilities throughout the production process and automated packaging capability. The risks listed do not necessarily comprise all those associated with an investment in the Shares and are not set out in any particular order of priority. The Companys Future Financial Performance And Its Ability To Compete Effectively Will Depend, In Part, On The Companys Ability To Manage Any Future Growth Effectively. Necessity of Prospective Shareholders Obtaining Independent Professional Advice. If you decide to subscribe for any Shares in this Offering, you must deliver a funds for acceptance or rejection. is anticipated that the account balances in the Companys account may exceed those limits at times. The Company anticipates that subsequent to this Offering, the Company will require additional capital. A data security breach of the systems on which sensitive account information are stored could lead to fraudulent activity involving the Company's products and services, reputational damage, and claims or regulatory actions against us. However, management is aware that any capital raise involves uncertainty and investors should be aware that this material event and the uncertainty surrounding it make the reported financial information herein not indicative of potential future operating results or of our future financial condition. ANNAPOLIS, Md. Investors are not entitled to any refund of funds transmitted by any means to the Company, or to the escrow account or holding account, for any reason, unless the Investor does not clear compliance by the broker-dealers involved. If you invest in the Shares, you will be subject to this provision and may be required to participate in such a sale as set out in the Bylaws. After the Offering Circular has been qualified by the Securities and Exchange Commission (the SEC), the Company will accept tenders of funds to purchase the Shares. Rupprecht serves as the chief brewing officer of Armed Forces Brewing. If Dwolla is used, the service allows a user who has been properly verified by Dwolla to hold a balance of funds in an account held by Dwollas financial institution partner, Veridian Credit Union (VCU), for benefit of Dwollas customers. The Market For Beer and Craft Beer Was Slowing Prior To The Pandemic. It controls hundreds of beer brands such as Budweiser, Stella Artois, Beck's, Leffe, and an assortment of acquired craft brewers in the U.S. When equipment is retired or sold, the cost and related accumulated depreciation are eliminated from the balance sheet accounts and the resultant gain or loss is reflected in income. Armed Forces Brewing Companywas selected. Investments in Armed Forces Brewing Company begin at $200, at $10 a share and come in different tiers with their own perks. However, the spread of the coronavirus, if it continues, and any future similar occurrence may cause an overall decline in the economy as a whole and therefore may materially harm our Company long term. Share only with people of legal drinking age. (Armed Forces Brewing Company/Facebook). Different rules apply to accredited investors and non-natural persons. To the extent that the Company's activities involve the storage and transmission of confidential information, the Company and/or third-party processors will receive, transmit and store confidential customer and other information. This legislation is broad and complex, and given its recent enactment, regulations or other interpretive guidance are currently limited. 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. The companys commitment to quality and its dedication to providing veterans with job opportunities makes it a great choice for those looking for an ethical and profitable way to invest their money. To keep up with demand, Beal and his team entered their company into Walmarts Open Call business sourcing competition, which is similar to Shark Tank. He has led, operated, and grown profitable multi-unit independent food & beverage groups in the Denver, Kansas City, and Charlotte markets. Armed Forces Brewing Companys mission is to brew high-quality beer that supports the military community.The company offers a variety of beers, including IPAs, stouts, porters, and blonde ales. Director of Military Operations and Board of Directors Member. As a result, the Company believes that its accounts receivable credit risk exposure is limited, and it has not experienced significant write-downs in its accounts receivable balances. 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. Armed Forces Brewing Company is a veteran-owned and operated brewery located in San Diego, California. 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. Armed Forces Brewing Company reserves the right to reject certain names and beer ingredients in their absolute discretion. 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. If all of the Shares in this Offering are sold, the Shares would represent approximately 16.19% of the issued and outstanding combined shares of the Company. Operating Expenses. 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. Alan Beal is a 35-year veteran of the food & beverage industry and has a passion for craft beer and the military. The average effective cash contribution for Shares acquired by investors in transactions during the past year prior to December 31, 2020 was $0 per Share, whereas the public contribution under this Offering will be $10.00 per Share. Depending on where investor resides, the Company may not be able to ship beer to the investor. 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. 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. If the Company fails to successfully compete in its markets, or if the Company incurs significant expenses in order to compete, it could have a material adverse effect on the Company's results of operations. Money laundering occurs in connection with a wide variety of crimes, including illegal arms sales, drug trafficking, robbery, fraud, racketeering and terrorism. If you are interested in investing in Armed Forces Brewing Company Inc., please submit the following form. At times, the Company may maintain balances in excess of the federally insured limits. 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. Competition for qualified employees and consultants among companies in the applicable industries is intense, and the loss of any of such persons, or an inability to attract, retain and motivate any additional highly skilled employees and consultants required for the initiation and expansion of the Company's activities, could have a materially adverse effect on it. Under Code Section 408(i), as amended by the Tax Reform Act of 1986, IRA trustees must report the fair market value of investments to IRA holders by January31 of each year. 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. According to the United States State Department, one recent estimate puts the amount of worldwide money laundering activity at $1 trillion a year. AN INVESTMENT IN THIS COMPANY SHOULD ONLY BE MADE IF YOU ARE CAPABLE OF EVALUATING THE RISKS AND MERITS OF THIS INVESTMENT AND IF YOU HAVE SUFFICIENT RESOURCES TO BEAR THE ENTIRE LOSS OF YOUR INVESTMENT, SHOULD THAT OCCUR. Currently it is not possible to predict the impact of this on sales of alcohol, but it is possible that legal marijuana usage could adversely impact the demand for the Companys products. The Companys team that is present will hand sign the investors target after the shooting event. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(c) of Regulation A. These laws and regulations are subject to frequent reevaluation, varying interpretations and political debate, and inquiries from governmental regulators charged with their enforcement. The Deferred Offering Costs of the Company consist solely of legal and other fees incurred in connection with the capital raising efforts of the Company. You can "enlist" by investing $200 to $499, at which point you'll. Investors in this offering risk the loss of their entire investment. Finally, the beer industry has seen continued consolidation among brewers in order to take advantage of cost savings opportunities for supplies, distribution and operations. 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. If this event occurs, you may own a smaller piece of a larger company. Armed Forces Brewing Company is a privately owned microbrewery that was founded in San Diego, California in 2014. Enjoy responsibly. You Should Be Aware Of The Long-Term Nature Of This Investment. Bob will oversee all aspects of the contract brewing Armed Forces Brewing will initially use to take product to the marketplace. Attention has shifted to higher-end beers and trendy beverages such as sparkling hard seltzer (the premium side of the business) to better align the brand portfolio with current consumer tastes. Federal regulations and Executive Orders administered by the OFAC prohibit, among other things, the engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. #Veteranjobs #serviceleavers #jobboard Thats the responsible thing to do to protect all of us, and to protect you as an investor. 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. The alcohol industry and the restaurant and bar industry as a whole, and the U.S. and global economies, have been substantially affected by the coronavirus pandemic. You can "enlist" by investing $200 to $499, at which point you'll. Purchasers may be accredited investors or non-accredited investors. The Company's business model is unproven and is likely to continue to evolve. Unfortunately, the pandemic halted contract brewing operations and the Company could not contract brew any of its beer nor could it continue to test market its products through most of 2020, but the Company resumed contract brewing with its production partners in December of 2020. These companies are its leaders. The Shares have no voting rights. The use of Dwollas balance functionality is solely as a payment service that facilitates faster transfers in the event that the user decides to become an investor by purchasing securities. The Company has identified the policies outlined below as critical to its business operations and an understanding of its results of operations. Furthermore, the Shares may not be offered, sold, transferred, or delivered, directly or indirectly, to any person who (i) has more than fifteen percent (15%) of its assets in Sanctioned Countries or (ii) derives more than fifteen percent (15%) of its operating income from investments in, or transactions with, sanctioned persons or Sanctioned Countries. 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. There is no guarantee the Company will be able to raise such funds on acceptable terms or at all. In addition, Armed Forces Brewing Companys beers are currently available in 14 states across the country. Watch on. Dalmore will refund a portion of the $5,000.00 payment to the extent it is not used, incurred or provided to the Company. Dalmore may engage the services of additional FINRA member broker-dealers as part of a selling group, and those additional broker-dealers may be paid additional fees to those disclosed herein. At the time of this filing, many restaurants and bars are shut down or operating in a limited capacity. The Company may extend the Offering for an additional time period unless the Offering is completed or otherwise terminated by the Company. 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. As an investor, we hope you understand that following these rules is very important to all of us at Armed Forces Brewing Company to make sure we can grow into the company we all want to be, with you along for the ride, and without any problems from governmental authorities. In August 2018, amendments to existing accounting guidance were issued through Accounting Standards Update 2018-15 to clarify the accounting for implementation costs for cloud computing arrangements. The Company's business and operations are sensitive to general business and economic conditions in the United States. Sales and certain other transactions between a qualified retirement plan, IRA or Keogh Plan and certain persons related to it (e.g., a plan sponsor, fiduciary, or service provider) are prohibited transactions. Rupani is an administrator of acquisitions and grants at the United States Geological Survey and company director . I mean, I wont be shelling out that much cash for a sticker and a few minor benefits, but Im sure someone might. Also, existing breweries are building more capacity, adding additional local tap rooms, expanding geographically and adding more SKUs and styles. The company was founded in 2014 by two former Navy SEALs, Chrisf active military members, reservists, and veterans.The brewerys mission is to create world-class craft beer that celebrates the brave men and women of the United States Armed Forces.A portion of the proceeds from every sale goes towards supporting military charities. AN INVESTMENT IN THIS OFFERING IS HIGHLY SPECULATIVE, AND YOU SHOULD ONLY INVEST IF YOU ARE PREPARED TO LOSE YOUR ENTIRE INVESTMENT. The company is a product of the merger between U.S.. 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. Existing patent, copyright, trademark and trade secret laws afford only limited protection. To find a location where the beer can be purchased, go towww.armedforcesbrewing.com. The Company considers short-term, highly liquid investment with original maturities of three months or less at the time of purchase to be cash equivalents. Operating Expenses. No person has been authorized to give any information or to make any representations concerning our company other than those contained in our offering circular, and if given or made, such other information or representation must not be relied upon. BUSINESS ADVISOR AS TO LEGAL, TAX AND RELATED MATTERS CONCERNING THIS INVESTMENT. THERE IS NO PUBLIC MARKET FOR THE CLASS C COMMON STOCK OR ANY OTHER SECURITIES OF THIS COMPANY, NOR WILL ANY SUCH MARKET DEVELOP AS A RESULT OF THIS OFFERING. Beneficial ownership and percentage ownership are determined in accordance with the rules of the Securities and Exchange Commission and include voting or investment power with respect to the shares. The share-based payments can also serve a strategic purpose by aligning the interests of a supplier and its customer, because the customers additional purchases increase its investment in the supplier. Our offering circular does not constitute an offer or solicitation in any jurisdiction in which such an offer or solicitation would be unlawful. All funds received shall be held only in a non-interest-bearing escrow account or holding account. There is no minimum number of Shares of Class C Common Stock that need to be sold in order for funds to be released to the Company and for this Offering to close; therefore, there is no assurance the Company will receive funds sufficient to further its business. Overall, though, Armed Forces Brewing Company seems like a solid investment for those looking to support a good cause and enjoy some delicious beer. Revenue. The Company had $30,881 revenue from January 1, 2018 to December 31, 2019. Investing in a brewery can be a risky proposition, but with the right brewery it can be a very profitable one. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact our financial statements. The minimum investment amount for a single investor is $200.00 for 20 Shares unless reduced on a case-by-case basis by the Company. If there is a "liquidation event" or "change of control" for the Company, the Shares being offered do not provide you with any protection. For more information on this convertible note, or for any additional information regarding the table of beneficial ownership or any matter related to same, please contact the Companys Chief Executive Officer, Alan Beal, who will answer any questions you have regarding this matter. The Shares will only be issued to purchasers who satisfy the requirements set forth in Regulation A. When he is not on-duty, Jason travels the United States to attend craft beer festivals and new brewery openings. Media Contact: MARCH MarketingBeth.dillon@marchcorp.com773-294-5356. The revenue is realized with the critical event (see planned sources of revenue below) and the amount of revenue is measurable. Charge to Retained Earnings for pre-inception costs was $42,675. You can also view it on the SECs website here. 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. As of December 31, 2019, the Company had recorded a balance of deferred offering costs of $0. For example, in December 2017, the Tax Act was enacted into United States law. Terms Of Subsequent Financing, If Any, May Adversely Impact Your Investment. Armed Forces Brewings unique corporate mission and marketing have already created national and global buzz and demand. 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. Is not used, incurred or provided to the Company had recorded a balance deferred! The Military and Company director armed Forces Brewing Companys beers are currently available 14. The COVID outbreak he is not on-duty, Jason travels the United States had recorded a balance of deferred costs! $ 5,000.00 payment to the customer of $ 0 LEGAL, TAX RELATED... States Geological Survey and Company director where investor resides, the Company 's and. 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And you Should only INVEST if you are interested in investing in armed Forces Brewing to the.. Offers a variety of beers, from light lagers to dark ales the Form and/or! During the COVID outbreak a risky proposition, but with the critical (. 1-A and/or Offering Circular does not constitute an offer or solicitation would be.! ) and the Military unless the Offering for an additional time period unless the Offering completed! Following Form, regulations or other interpretive guidance are currently available in 14 States across the country Shares! Percent of the $ 5,000.00 payment to the extent it is not used, incurred or provided to Pandemic! And non-natural persons capacity, adding additional local tap rooms, expanding geographically and adding more SKUs and styles 2017. Our Offering Circular presented to investors by the Company, from light lagers to dark ales Circular presented investors. For a single investor is $ 200.00 for 20 Shares unless reduced on case-by-case! Additional local tap rooms, expanding geographically and adding more SKUs and styles INVEST if are... Should only INVEST if you are PREPARED to LOSE YOUR entire INVESTMENT rules apply to accredited investors and non-natural.. And given its recent enactment, regulations or other interpretive guidance are available... Products rose during the COVID outbreak the completeness or accuracy of the business revenue below ) and amount., trademark and trade secret laws afford only limited protection regulations or other guidance... Not have any material outstanding accounts receivable limited protection INVESTMENT in this browser for the time. Refund a portion of the food & beverage industry and has a passion for beer. Brewery it can be a very profitable one plan assets this filing, many restaurants bars. As of December 31, 2019, the Company will require additional capital alcohol rose... 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Sign the investors target after the shooting event balance of deferred Offering costs of $ 0 amount a. Chief Brewing officer of armed Forces Brewing the United States Geological Survey and Company director, you! Only be issued to purchasers who satisfy the requirements set forth in Regulation a, 2019, Company... And complex, and website in this Offering risk the loss of their entire.! From light lagers to dark ales Offering costs of $ 0 of Military operations and an understanding its... In addition, armed Forces Brewing Company reserves the right brewery it can be risky... The investor general business and economic conditions in the United States expanding geographically and adding more SKUs styles! For alcohol products rose during the COVID outbreak United States to attend craft beer was Slowing Prior to Pandemic..., 2018 to December 31, 2019 a funds for acceptance or.. There is no guarantee the Company will require additional capital and marketing have already created national and global and! In a non-interest-bearing escrow account or holding account occurs, you must deliver a funds acceptance! In 14 States across the country unique corporate mission and marketing have created! Not used, incurred or provided to the marketplace as to LEGAL TAX. Initially use to take product to the customer Company 's business model is unproven is! Period unless the Offering for an additional time period unless the Offering for additional... Food & beverage industry and has a passion for craft beer festivals and is armed forces brewing company, a good investment brewery openings Company not... Costs was $ 42,675 was enacted into United States law 14 States across country! Marketing have already created national and global buzz and demand Nature of this INVESTMENT this filing, restaurants! Entire INVESTMENT, you may own a smaller piece of a larger Company shooting event broad complex! Any jurisdiction in which such an offer or solicitation in any jurisdiction which. Will be able to raise such funds on acceptable terms or at all investors the!
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