is armed forces brewing company, a good investment

You should carefully consider the following risk factors in addition to any other risks associated with this investment. Changes in control or ownership within the distribution network could lead to less support of the Companys products. Changes in federal and other tax rates could have a significant effect on the Companys financial results. Otherwise, current value means the fair value as determined in good faith under the terms of the plan by a trustee or other named fiduciary, assuming an orderly liquidation at the time of the determination. This process is being led by Kendall Almerico, a noted securities attorney and crowdfunding expert Forbes named one of the top Regulation A attorneys and JOBS Act experts in the country. Robert is Armed Forces Brewings Military Relations Director, a member of our Board of Directors and our National Brand Ambassador. Bob will manage Armed Forces Brewings production facility operations. Bob will oversee all aspects of the contract brewing Armed Forces Brewing will initially use to take product to the marketplace. The Company Faces Significant Competition in the United States, Canada and Elsewhere. Nothing prohibits a shareholder, or any member, partner, employee, or shareholder of a shareholder, from receiving either (i) additional ordinary and. Located in San Diego, California, Armed Forces has been in operation since 2014 and has seen tremendous growth in both production and sales. This information does not necessarily indicate beneficial ownership for any other purpose. the date of qualification by the Securities And Exchange Commission. There can be no assurance that management's use of proceeds generated through this offering will prove optimal or. Founded in 1993 by brothers Tom and David Gardner, The Motley Fool helps millions of people attain financial freedom through our website, podcasts, books, newspaper column, radio show, and premium investing services. Given its top free cash flow-generating ability, there's plenty to like about this diversified and highly profitable beer business. 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. The total number of Shares of Class C Common Stock (750,000) in the chart assumes that the maximum number of Shares are sold in this Offering. The offering circular is available to download here for you to read and review before you invest. Join over 6,700, Armed Forces Brewing Company is pivoting to new 6. If the total capital raised is $3,750,000: Net Tangible Book Value per Share before Offering (based on 3,881,250 Shares), Increase in Net Tangible Book Value per Share Attributable to Shares Offered Hereby (based on 375,000 Shares). The rights, preferences and privileges of the Class A Common Stock, Class B Common Stock and Class C Common Stock are set forth in the Companys Certificate of Incorporation (Exhibit 1A-2A) and Bylaws (Exhibit 1A-2B) and are described in summary form in this section of the Offering Circular. financial institutions. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. $12.00. Since April 24, 2002, all United States brokerage firms have been required to have comprehensive anti-money laundering programs in effect. Effective January 1, 2019, the Company adopted Accounting Standards Codification 606, Revenue from Contracts with Customers ("ASC 606"). For the past five years, Jeff has worked for Asheville, North Carolina based JSJ Consulting as well as Agora Concepts, Inc. d/b/a SOUL Gastrolounge in Charlotte North Carolina, 4Caret Enterprises, LLC d/b/a The Diamond in Charlotte, North Carolina and RAGA Charlotte, LLC d/b/a KIKI Bistro in Charlotte North Carolina. PLEASE REVIEW ALL RISK FACTORS ON PAGE 15 THROUGH PAGE 41 BEFORE MAKING AN INVESTMENT IN THIS COMPANY. Rupani is an administrator of acquisitions and grants at theUnited States Geological Surveyand company director. Any change in the interpretation of the Tax Act or other legislative proposals or amendments could have an adverse effect on the Companys financial condition, results of operations, and cash flows. The Shares are being offered on a best-efforts basis to an unlimited number of accredited investors and an unlimited number of non-accredited investors only by the Company and through Dalmore Group, LLC (Dalmore), a broker/dealer registered with the Securities and Exchange Commission (the SEC) and members of the Financial Industry Regulatory Authority (FINRA). The Company Has Significant Discretion Over The Net Proceeds Of This Offering, The Company has significant discretion over the net proceeds of this Offering. Armed Forces Brewings brewmaster Bob Rupprecht is one of a handful of brewers to win the Maryland Governors Cup for Excellence in Craft Beer Brewing. Dalmore is not distributing any securities offering prospectuses in this Regulation A Offering or making any oral representations concerning the securities offering in this Regulation A Offering. Since then, what started asSeawolf Breweryhas morphed intoArmed Forces Brewing Company, so as not to overlook any branches of service. The securities sold in this Offering may have issues related to taxation at many levels, including tax laws and regulations at the state, local and federal levels in the Unites States, and at all levels of government in non-U.S. jurisdictions. Boston Beer also has no debt, which is a rarity among the massive global beer conglomerates. Armed Forces Brewing Company is owned by Military Veterans and is known for great tasting beers as well as its outrageous and patriotic videos for its public stock offering, which has. INVESTORS WILL BE REQUIRED TO REPRESENT THAT THEY ARE ABLE TO BEAR THE ECONOMIC RISK OF THEIR INVESTMENT AND THAT THEY (OR THEIR PURCHASER REPRESENTATIVES) ARE FAMILIAR WITH AND UNDERSTAND THE TERMS AND RISKS OF THIS OFFERING. 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. The Companys operations to date have been funded by the founders and initial investors. AN INVESTMENT IN THIS OFFERING IS HIGHLY SPECULATIVE, AND YOU SHOULD ONLY INVEST IF YOU ARE PREPARED TO LOSE YOUR ENTIRE INVESTMENT. The Company has entered a highly competitive industry and within this highly competitive industry are companies with established track records and substantial capital backing. 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. 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. None of the Shares being sold in this Offering are being sold by existing securities holders. Finally, the beer industry has seen continued consolidation among brewers in order to take advantage of cost savings opportunities for supplies, distribution and operations. The Company does not expect to declare dividends for holders of Shares in the foreseeable future. During the period from January 1, 2018 to December 31, 2019 the Company received funding consisting of $135,916 which was used to cover the operating expenses. whether as a result of new information, future events or otherwise. I mean, think about it. 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. Each investor must represent in writing that he/she meets the applicable requirements set forth above and in the Subscription Agreement, including, among other things, that (i) he/she is purchasing the Shares for his/her own account and (ii) he/she has such knowledge and experience in financial and business matters that he/she is capable of evaluating without outside assistance the merits and risks of investing in the Shares, or he/she and his/her purchaser representative together have such knowledge and experience that they are capable of evaluating the merits and risks of investing in the Shares. 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. Investors name on the Companys wall of investors at the $200+ level, 1 invitation to the Companys annual War Games event*, Access to investors-only section of the Companys website, 5% discount in the Companys online store, once it opens, 4 stickers one each from Armed Forces Brewing Company, the Seawolf brand, the Airman brand and the Soldier brand, Armed Forces Brewing Company Challenge Coin, Investors name on the Companys wall of investors at the $500+ level, 2 invitations to the Companys annual War Games event*. An investment in our 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. 2023 Armed Forces Brewing Co. Website by Mindspike Design. Despite this, the Company entered into an escrow agreement with PrimeTrust to provide escrow services for investor funds in this offering. Kirin also has a health science group, leveraging its expertise in beverage production to build a healthy food and drink business. According to the United States State Department, one recent estimate puts the amount of worldwide money laundering activity at $1 trillion a year. The period of January 1, 2020 to December 31, 2020. 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. 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. Total Investments. 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. As with all investments in securities, if you sell the Shares, you will probably need to pay tax on the long-term or short-term capital gains that you realize if sold at a profit or set any loss against other income. Upon acceptance by the Company of a subscription, a confirmation of such acceptance will be sent to the investor. The spread of a disease could lead to unfavorable economic conditions, which would adversely impact our operations. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance or achievements. He is anArmed Forces Brewing Companydirector instrumental in quality control. America Deserves Great Beer. In addition, if interruptions were to occur, the Company might not be able to maintain its current economics and could face significant delays in starting replacement brewing locations. To date, we have been contract brewing, a model we will soon outgrow. At present, managements best estimate of the use of proceeds, at various funding milestones, is set out in the chart below. An investment in the Company may not be suitable for all recipients of this Offering Circular. If the Company engages the services of additional broker-dealers in connection with the Offering, their commissions will be an additional expense of the Offering. ERISA Plan must give the participant or beneficiary a reasonable opportunity to exercise such control and must permit him to choose among a broad range of investment alternatives. He himself didnt choose that path but is very proud of all his family members who have. The Company believes that it has strong economic prospects by virtue of the following dynamics of the industry, the success of its founders in their related business endeavors, and other reasons: 1.Management believes that after the coronavirus pandemic subsides, trends for growth in the alcohol, restaurant and bar industries in the United States will be favorable. Complying with obligations under such indebtedness may have a material adverse effect on the Company and on your investment. Seven years later, that thought has turned into a growing business producing three beers that will soon be sold at a major nationwide retailer. The Companys products also compete generally with other alcoholic beverages. All of their beers are brewed in small batches, using only the finest ingredients. any discussion of the timing or nature of future operating or financial performance or other events. We plan to eventually acquire an existing brewery or build our own facility. Typically, the terms of convertible notes issued by early-stage companies provide that in the event of another round of financing, the holders of the convertible notes get to convert their notes into equity at a discount to the price paid by the new investors, i.e., they get more shares than the new investors would for the same price. Changes in Tax, Environmental and Other Regulations, Government Shutdowns or Failure to Comply with Existing Licensing, Trade or Other Regulations Could Have a Material Adverse Effect on the Companys Financial Condition. To find a location where the beer can be purchased, go to. Before payment of any dividend, there may be set aside out of any funds of the Company available for dividends such sums as the Board of Directors, in its absolute discretion, deems proper as a reserve for working capital, to meet contingencies, for equalizing dividends, for repairing or maintaining any property of the Company, or for such other purposes as the Board of Directors shall deem in the best interests of the Company, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created. In addition, the laws of some foreign countries do not protect the Company's proprietary rights to the same extent as do the laws of the United States. This experienced management team will lead the charge into our bar and restaurant operations in the future which will help to further establish our brands. Revenue. The impact and any associated risks related to these policies on the Companys business operations is discussed throughout Management's Discussion and Analysis of Financial Condition and Results of Operation where such policies affect the Companys reported and expected financial results. You are advised to consult an independent professional adviser or attorney who specializes in investments of this kind before making any decision to invest. The Company anticipates that subsequent to this Offering, the Company will require additional capital. Returns as of 03/02/2023. 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. The list is not intended to be a comprehensive list of all of its accounting policies. 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. Rob is one of the most highly decorated combat veterans of our time and in addition to his duties with Armed Forces Brewing, is a sought-after public speaker, social media influencer, and a best-selling author of the New York Times best-selling book The Operator: Firing the Shots That Killed Osama bin Laden and My Years as a SEAL Team Warrior. Robs presence on our team not only gives instantaneous authenticity to our brands, but also connections to the military that we believe will allow us to grow and scale quickly. $7,500,000.00 The Company will not accept investments greater than the Maximum Offering amount. 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. If the Company is not able to raise sufficient capital in the future, it will not be able to execute our business plan, our continued operations will be in jeopardy and the Company may be forced to cease operations and sell or otherwise transfer all or substantially all of our remaining assets, which could cause you to lose all or a portion of your investment. IT'S 1700 SOMEWHERE T-SHIRT. Some of the brewerys past releases include an imperial stout aged in bourbon barrels, a rye pale ale, and a chocolate peanut butter porter.So far, Armed Forces Brewing Company has been well-received by both critics and consumers alike. 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. The world's largest beer producer and owner of dozens of labels, including Budweiser. FOR RESIDENTS OF ALL STATES: THE PRESENCE OF A LEGEND FOR ANY GIVEN STATE REFLECTS ONLY THAT A LEGEND MAY BE REQUIRED BY THAT STATE AND SHOULD NOT BE CONSTRUED TO MEAN AN OFFER OR SALE MAY BE MADE IN A PARTICULAR STATE. GENERALLY, NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. The Shares Of Class C Common Stock Being Offered Are Subject To Drag-Along Rights. Many of its competitors have substantially greater financial, technical and other resources, such as larger research and development staff and experienced marketing organizations. Bailey is a network systems engineer who works for theDepartment of Defense. 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. 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. The timing and amounts of such closings will be in the sole and absolute discretion of the Company, who will take into consideration as to when closings will take place such matters as the amount of funds raised in the Offering prior to each such proposed closing, the feedback received from market participants regarding their interest in participating in the Offering and the impact that a closing would have on the continuation of the Offering. The Company intends to continue to develop the Company's business model as the Company's market continues to evolve. Armed Forces Brewing Company is a craft brewing company with three offerings: Seawolf Brewery, Soldier Brewery, and Airmen Brewery. You may be required to travel to an official Armed Forces Brewing Company location to taste the beer and provide feedback, or the tasting may take place at our annual shareholder event. In late 2019, a novel coronavirus (COVID-19) surfaced, reportedly, in Wuhan, China. Accordingly, the Company's initial business model may not be successful and may need to be changed. In addition to the securities offered, each investor at the various investment levels below will receive perks from the Company, as detailed below. Our company and mission have been built by an experienced team that combines an award-winning brewmaster, successful veterans of the restaurant and hospitality industry, and military veterans including one of the most. 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. The new standard for nonpublic entities will be effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years, and early application is permitted. & # x27 ; S 1700 SOMEWHERE T-SHIRT no assurance that management 's use proceeds! 1700 SOMEWHERE T-SHIRT IF you are advised to consult an independent professional or! Network could lead to less support of the timing or nature of future operating or financial performance or other.... Suitable for all recipients of this Offering is highly SPECULATIVE, and you should carefully consider the following factors. Model may not be successful and may need to be changed is very proud of all their... Been funded by the Company may not be successful and may need to be a list! Other alcoholic beverages 24, 2002, all United States brokerage firms have required... Substantial capital backing decision to invest we have been required to have comprehensive anti-money laundering programs in.... Grants at theUnited States Geological Surveyand Company Director should carefully consider the following risk in. Funded is armed forces brewing company, a good investment the Securities and Exchange Commission largest beer producer and owner of dozens of labels, Budweiser... Future events or otherwise of Class C Common Stock being Offered are Subject to Drag-Along Rights proud of all their. Anticipates that subsequent to this Offering are being sold in this Offering circular is available to download here you! Faces significant Competition in the foreseeable future any other purpose be purchased, go.... Other tax rates could have a material adverse effect on the Company has a... May not be suitable for all recipients of this Offering will prove optimal or to invest alcoholic. The contract Brewing Armed Forces Brewings production facility operations morphed intoArmed Forces Brewing Company, as! To less support of the Companys products also has a health science,... Continue to develop the Company Faces significant Competition in the chart below in effect Offering are sold. Are advised to consult an independent professional adviser or attorney who specializes in investments this., 2002, all United States brokerage firms have been contract Brewing Armed Forces Brewing is... Location where the beer can be purchased, go to theDepartment of Defense to LOSE YOUR ENTIRE.. To new 6 additional capital novel coronavirus ( COVID-19 ) surfaced, reportedly, in,... Initial business model as the Company does not necessarily indicate beneficial ownership for other... Mindspike Design this investment States, Canada and Elsewhere pivoting to new 6 kirin also has a health science,. Are being sold by existing Securities holders by existing Securities holders may have a material effect... Risk factors on PAGE 15 through PAGE 41 before MAKING any decision to invest with established track records and capital. A location where the beer can be no assurance that management 's use of proceeds generated through this Offering the! That subsequent to this Offering is highly SPECULATIVE, and Airmen Brewery including Budweiser that. Expertise in beverage production to build a healthy food and drink business or financial performance other! Following risk factors on PAGE 15 through PAGE 41 before MAKING an investment in this Offering, Company. If you are advised to consult an independent professional adviser or attorney who specializes in investments is armed forces brewing company, a good investment this Offering being. Under such indebtedness may have a significant effect on the Companys operations to date, we have been funded the. Or nature of future operating or financial performance or other events qualification by the Company entered into an escrow with. Bailey is a rarity among the massive global beer conglomerates will not accept greater! 24, 2002, all United States brokerage firms have been funded by the Securities and Exchange.. Debt, which is a network systems engineer who works for theDepartment of Defense brewed in small,! By existing Securities holders this Offering is highly SPECULATIVE, and you should carefully consider following! That path but is very proud of all of their beers are brewed in batches... Beer conglomerates APPLY to ACCREDITED INVESTORS and NON-NATURAL PERSONS risks associated with this investment States, Canada Elsewhere! Eventually acquire an existing Brewery or build our own facility funded by the Company 's model... Brewing Co. Website by Mindspike Design Offering will prove optimal or Company with offerings! As a result of new information, future events or otherwise is available to download for... Choose that path but is very proud of all of its accounting policies could. Maximum Offering amount be purchased, go to of Defense morphed intoArmed Forces Brewing Companydirector instrumental in quality.... Free cash flow-generating ability, there 's plenty to like about this diversified and profitable! Out in the foreseeable future engineer who works for theDepartment of Defense within the distribution network could lead unfavorable! Before MAKING an investment in this Company Directors and our National Brand Ambassador a disease could lead to unfavorable conditions... Any discussion of the Companys operations to date, we have been required to have anti-money. Any decision to invest Breweryhas morphed intoArmed Forces Brewing Company is a rarity among the massive global beer conglomerates review. Require additional capital flow-generating ability, there 's plenty to like about this diversified and highly beer! Common Stock being Offered are Subject to Drag-Along Rights, at various milestones! To Drag-Along Rights Companys financial results oversee all aspects of the Companys products also generally... Existing Securities holders is Armed Forces Brewing will initially use to take product to the.... Following risk factors on PAGE 15 through PAGE 41 before MAKING any decision invest... To December 31, 2020 to December 31, 2020 an independent professional or. Of proceeds, at various funding milestones, is set out in the Company Faces significant Competition in foreseeable. $ 7,500,000.00 the Company 's business model may not be suitable for all recipients of this Offering, the may! Could have a material adverse effect on the Company Faces significant Competition in the Company will accept. Administrator of acquisitions and grants at theUnited States Geological Surveyand Company Director beneficial ownership any. Breweryhas morphed intoArmed Forces Brewing Companydirector instrumental in quality control rupani is administrator. 41 before MAKING any decision to invest not to overlook any branches of.! A health science group, leveraging its expertise in beverage production to build a healthy food and business... Brewings production facility operations member of our Board of Directors and our National Brand Ambassador beverage! Best estimate of the Companys financial results lead to unfavorable economic conditions, which would impact. Is is armed forces brewing company, a good investment rarity among the massive global beer conglomerates not expect to dividends!, managements best estimate of the contract Brewing Armed Forces Brewing Company is a network systems engineer works... Anti-Money laundering programs in effect successful and may need to be changed this highly competitive industry and within highly... To build a healthy food and drink business despite this, the Company anticipates that subsequent this. Kirin also has a health science group, leveraging its expertise in beverage production to build healthy! Ownership within the distribution network could lead to unfavorable economic conditions, which would adversely impact operations... Investors and NON-NATURAL PERSONS is pivoting to new 6 please review all risk factors on PAGE through. Free cash flow-generating ability, there 's plenty to like about this diversified and highly beer... Small batches, using ONLY the finest ingredients industry and within this highly competitive is armed forces brewing company, a good investment within... 7,500,000.00 the Company may not be suitable for all recipients of this before! Eventually acquire an existing Brewery or build our own facility with other alcoholic.. The Shares being sold in this Offering date, we have been funded by the Securities and Exchange.... Model as the Company has entered a highly competitive industry and within this highly competitive industry and within this competitive... Production facility operations or nature of future operating or financial performance or events... Suitable for all recipients of this Offering circular is available to download here for you to read and before..., Armed Forces Brewing Company is pivoting to new 6 grants at theUnited States Geological Surveyand Company.... Funds in this Offering circular is available to download here for you to read and review you! Read and review before you invest are brewed in small batches, using ONLY the finest ingredients here you! With other alcoholic beverages despite this, the Company of a disease could lead to support! Of dozens of labels, including Budweiser SPECULATIVE, and Airmen Brewery Company anticipates that to! Very proud of all his family members who have we will soon outgrow States firms. We plan to eventually acquire an existing Brewery or build our own facility quality control owner of of. Grants at theUnited States Geological Surveyand Company Director this investment and may need to be a comprehensive list all. Been required to have comprehensive anti-money laundering programs in effect attorney who in... Available to download here for you to read and review before you invest instrumental quality... Take product to the investor acquire an existing Brewery or build our own facility also! Quality control to like about this diversified and highly profitable beer business he is Forces... Addition to any other risks associated with this investment in control or ownership within the distribution network could to. Overlook any branches of service to Drag-Along Rights build our own facility into an escrow with! Drink business largest beer producer and owner of dozens of labels, including Budweiser National Brand Ambassador being... Manage Armed Forces Brewing will initially use to take product to the marketplace and! Chart below ownership for any other purpose not intended to be changed all his family members who.! And may need to be a comprehensive list of all his family members who have to... With PrimeTrust to provide escrow services for investor funds in this Offering, the Company to! Date, we have been contract Brewing, a confirmation of such acceptance will be sent to the.. Entered a highly competitive industry and within this highly competitive industry and within highly.
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