Check out the great additional benefits of owning stock in Armed Forces Brewing Company here. This Preliminary Offering Circular shall only be qualified upon order of the Commission, unless a subsequent amendment is filed indicating the intention to become qualified by operation of the terms of Regulation A. As of December 31, 2019, the Company had fixed assets of $2,169. If the Company engages one or more additional commissioned sales agents or underwriters, the Company will supplement this Form 1-A and Offering Circular to describe the arrangement. In what is known as the Tiananmen Square Massacre, or in Chinese the June Fourth Clearing ( Chinese: ; pinyin . Whether actual operating results and business developments will be consistent with the Companys expectations and assumptions as reflected in its forecast depends on a number of factors, many of which are outside the Companys control, including, but not limited to: whether the Company can obtain sufficient capital to sustain and grow its business, the Companys ability to manage its growth, whether the Company can manage relationships with any key vendors and advertisers, the timing and costs of new and existing marketing and promotional efforts, the Companys ability to retain existing key management, to integrate recent hires and to attract, retain and motivate qualified personnel, the overall strength and stability of domestic and international economies. These forward-looking statements include matters that are not historical facts. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management's judgment in their application. Our Revenue Could Fluctuate From Period To Period, Which Could Have An Adverse Material Impact On Our Business. market acceptance more rapidly than the Company is able and may be more effective themselves as well. Armed Forces Brewing Company is a veteran-owned and operated craft brewery based in San Diego, California. The Company is a Delaware corporation for the general purpose of transacting any or all lawful business for which a corporation may be formed in the State of Delaware. 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. The Shares being offered in this Offering Circular have no voting rights. 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. This Form 1-A and Offering Circular do not purport to contain all of the information that may be required to evaluate the Offering and any recipient hereof should conduct its own independent analysis. If a shareholder fails to deliver to the acquiring party at the closing of an Approved Sale a certificate for shares that are represented by a certificate and the related instruments of transfer, as required by the Bylaws, or, in lieu of any certificate that has been lost, stolen, or destroyed, an affidavit (and indemnification agreement) in form and substance acceptable to the board of directors that attests to the loss, theft, or destruction of the certificate, the shareholder: (i) will not be entitled to receive its share of the consideration from the Approved Sale with respect each share that is represented by the lost, stolen, or destroyed certificate, until the shareholder cures the failure (provided that no interest will be payable on the withheld consideration pending the shareholders cure of the failure, and the withheld consideration will be subject to reduction to reimburse the Company for any costs and expenses reasonably incurred by the Company in connection with the failure and subsequent cure), (ii) will cease to be a shareholder of the Company or to have any voting rights (if it had any voting rights) as a shareholder after the closing of the Approved Sale, (iii) will not be entitled to any distributions declared or made after the Approved Sale with respect to shares held by the shareholder, until the shareholder cures the failure, (iv) will have no other rights or privileges granted to shareholders under these Bylaws, and (v) in the event of liquidation of the Company, the shareholders rights with respect to the withheld consideration will be subordinate to the rights of any other shareholder. value means fair market value where available. The Subscription Agreement contains forum selection provisions identifying the state of Maryland as the exclusive forum for certain legal actions. 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). The brewery has a taproom and bar located onsite, as well as a tasting room and retail store. As of December 31, 2019, the net tangible book value of the Company was $(35,667) since the Company had generated $12,889 in revenue but had cumulative expenses equal to $27,361 and $115,000 in paid-in-capital. Additionally, this concentration of ownership could discourage or prevent a potential takeover of our Company that might otherwise result in an investor receiving a premium over the market price for its Shares. However, with the mega-beer merger not going exactly as planned, there are better beer investments than AB InBev. 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. If all of the Shares in this Offering are fully subscribed and sold, the Shares offered herein will constitute approximately 16.19% of the total outstanding shares of the Company. By 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. 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. The industry in which the Company participates is highly speculative and extremely risky. A sector that exploded for them recently has been craft breweries. Armed Forces Brewing may be based in Annapolis, Maryland, home of the U.S. The Shares in this Offering have no protective provisions. Ultimately, management of the Company intends to use a substantial portion of the net proceeds for operations and general working capital. Any such sales would generate gains and losses as measured by the difference between the amount of sale proceeds and the adjusted basis of the assets sold. Armed Forces Brewing Company, Inc. (A Delaware Corporation) 1420 Catlyn Place Annapolis, MD 21401 410-999-4117 www.ArmedForcesBrewingCo.com 750,000 Shares of Non-Voting Class C Common Stock at $10.00 per Share Minimum Investment: 20 Shares of Non-Voting Class C Common Stock ($200.00) Maximum Offering: $7,500,000.00 You can "enlist" by investing $200 to $499, at which point you'll. Armed Forces Brewing Company, owned by Military Veterans including former Navy SEAL Robert O'Neill who killed Osama Bin Laden, is known for outrageous videos for its public stock offering,. This provision may have the effect of limiting the ability of investors to bring a legal claim against the Company due to geographic limitations. The Companys independent auditors have raised doubts about the Companys ability to continue as a going concern. Stone Brewing co-founder Greg Koch. Contact and/or notify the Company, if needed, to gather additional information or clarification on an investor; 4.Not provide any investment advice nor any investment recommendations to any investor; 5.Keep investor details and data confidential and not disclose to any third-party except as required by regulators or in our performance under the broker-dealer agreement (e.g., as needed for AML and background checks); 6.Coordinate with third party providers to ensure adequate review and compliance; and. During the period from January 1, 2020 to December 31, 2020, the Company received funding consisting of $100,000 which was used to cover operating expenses for that period of time. 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. Armed Forces Brewing Companys mission is to brew beers that honor those who have served.The companys flagship beer is their American Pale Ale, which is brewed with hops from the Pacific Northwest. The Company Has Significant Discretion Over The Net Proceeds Of This Offering, The Company has significant discretion over the net proceeds of this Offering. Kirin also has a health science group, leveraging its expertise in beverage production to build a healthy food and drink business. As of last July, Armed Forces Brewing Co. is offering 750,000 shares of non-voting Class C common stock to investors at $10 a share. Consequently, as of the date of this Offering Circular, the Company has only limited assets, contributed by the founders and early investors. The lack of additional capital resulting from the inability to generate cash flow from operations, or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore. There can be no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available from external sources, such as debt or equity financings or other potential sources. $0. Contact us to find out more information. 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. A variety of state, national, foreign, and international laws and regulations apply to the collection, use, retention, protection, disclosure, transfer and other processing of personal data. I knew it would be huge, said Beal, co-founder of what is nowArmed Forces Brewing Company. Beer is big business, but it's not a high-growth industry. In addition to the veteran and spouse, two or more persons who intend to hold title may be placed on the mortgage with the veteran. 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. This Offering will commence on the qualification of this Offering Circular, as determined by the Securities and Exchange Commission and continue for a period of 365 days. As of December 31, 2019, the Company did not have any material outstanding accounts receivable. Investment Securities. At present, the Company contract brews all of its beer. The particular facts concerning the sponsorship, operations and other investments of a qualified retirement plan, IRA or Keogh Plan may cause a wide range of persons to be treated as parties in interest or disqualified persons with respect to it. The video, starring well-known former . The Shares that Dalmore or their assigns will receive upon exercising their warrants will be restricted securities meaning they are not fully liquid, free trading shares unless the restrictions are lifted in accordance with applicable law. The company was founded in 2013 by two Marine Corps veterans, Mandla Khumalo and Max Toste. https://t.co/dQ17NGhG13 pic.twitter.com/XHkN7uKSPw. In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation, are expensed as incurred. 21 See more Follow us on social media: Instagram: armedforcesbrewingcompany Twitter: @ArmedForcesBC Parler: @ArmedForcesBrewingCompany 78,244 people like this 80,203 people follow this 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. (2) The Offering Expenses are estimated at a total of $200,000 in the chart above but may vary from that total. Before investing in our offering, please review our offering circular carefully, ask any questions of the companys management that you would like answered and consult your own counsel, accountant and other professional advisors as to legal, tax and other related matters concerning this investment. The SECs Office of Investor Education and Advocacy has issued an alert to inform investors about risks in using credit cards to purchase an investment. Employee misconduct could also involve improper or illegal activities which could result in regulatory sanctions and serious harm to the Company's reputation. 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. Depreciation is provided using the straight-line method, based on useful lives of the assets. 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. So, is Armed Forces Brewing Company a good investment? The Offering Price For The Shares of Class C Common Stock Being Sold In This Offering Has Been Determined By The Company. The Revolutionary Armed Forces of Colombia - People's Army (Spanish: Fuerzas Armadas Revolucionarias de Colombia - Ejrcito del Pueblo, FARC-EP or FARC) is a Marxist-Leni Litigation may be necessary in the future to enforce the Company's intellectual property rights, to protect the Company's trade secrets or to determine the validity and scope of the proprietary rights of others. An investment in the Company's Shares offered in this Offering involves a high degree of risk and you should not purchase the Shares if you cannot afford the loss of your entire investment. The Offering is being conducted on a best-efforts basis without any minimum number of Shares or amount of proceeds required to be sold. IF YOU ARE UNCERTAIN AS TO WHETHER OR NOT OFFERS OR SALES MAY BE LAWFULLY MADE IN ANY GIVEN STATE, YOU ARE HEREBY ADVISED TO CONTACT THE COMPANY. You should not place undue reliance on forward-looking statements. If the Company fails to manage its growth effectively, its business, financial condition or operating results could be materially harmed. The Companys Business Plan Is Speculative. Should The Companys Securities Become Quoted On A Public Market, Sales Of A Substantial Number Of Shares Of The Type Of Shares Being Sold In This Offering May Cause The Price Of The Companys Shares To Decline. You Will Need To Keep Records Of Your Investment For Tax Purposes. Armed Forces Brewing Company. So far, 4,800 people . The Company had net cash of $18,962 on December 31, 2020. are offering to sell, and seeking offers to buy, the Shares only in jurisdictions where offers and sales are permitted. Dalmore will not under any circumstance solicit any investment in the Company in this Regulation A Offering, provide investment advice to any prospective investor in this Regulation A Offering, or make any securities recommendations to investors in this Regulation A Offering. In late 2019, a novel coronavirus (COVID-19) surfaced, reportedly, in Wuhan, China. occurred by the termination date of the Offering, in which event investor funds held in the Escrow Account, Holding Account or bank account will promptly be refunded to each investor without interest or deductions. Moreover, the Company's competitors may independently develop equivalent knowledge, methods and know-how. Holding company for Corona, Modelo, and other wine and spirits brands. In addition, courts outside the United States are sometimes less willing to protect trade secrets. Armed Forces Brewing Company offers a variety of beers, from light lagers to dark ales. The deferred tax assets and liabilities represent the future. As noted above, this Offering Circular is not providing, or purporting to provide any tax advice to anyone. Dilution can make drastic changes to the value of each Share, ownership percentage, control, share of revenues and earnings per Share. 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. Charge to Retained Earnings for pre-inception costs was $42,675. Armed Forces Brewing Company appears to be a good investment at this time due to their strong financial position and potential for future growth. Bob will oversee all aspects of the contract brewing Armed Forces Brewing will initially use to take product to the marketplace. The Company's acceptance of your subscription will be effective when an authorized representative of the Company signs the Subscription Agreement. Before joining Armed Forces Brewing, Bob was the brewmaster for DuClaw Brewing Company in Rosedale, Maryland from 2014-2017. There can be no assurance that actual results will not differ from those estimates. The use of such third-party facilities also creates higher logistical costs and uncertainty in the ability to deliver product to the Companys customers efficiently and on time. According to their website, they boast a 95% success rate and target returns of between 1.2-2x investment. Earned the Beer Foodie badge! As the Company is still in the early stages of development, no material tax provision exists as of the balance sheet date. 2016-02, Leases, that requires organizations that lease assets, referred to as "lessees", to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases with lease terms of more than 12 months. When you review our offering circular, please review all of the risk factors before making an investment in our company. $14.00. By Monika. AS SUCH, THE COMPANY BELIEVES THAT THIS OFFERING CIRCULAR CONTAINS A FAIR SUMMARY OF THE TERMS OF ALL MATTERS, DOCUMENTS AND CIRCUMSTANCES MATERIAL TO THIS OFFERING. I mean, think about it. The economic interest in the Company of a subscriber to this offering may be less than the percentage of overall Shares of Class C Common Stock to total equity or ownership of the Company. Given the Companys limited operating history and existing losses, there can be no assurance that additional financing will be available, or, if available, that the terms will be acceptable to the Company. 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. Thanks for reading skymagzines, Hey dear.. You are advised that, by law, the Company may be obligated to freeze the account of any purchaser, either by prohibiting additional subscriptions from it, declining any redemption requests and/or segregating the assets in the account in compliance with governmental regulations, and that the Company may also be required to report such action and to disclose such purchasers identity to the OFAC. Should an interruption occur, the Company could experience temporary shortfalls in production and/or increased production and/or distribution costs and be required to make significant capital investments to secure alternative capacity for certain brands and packages, the combination of which could have a material adverse effect on the Companys business and financial results. EACH INVESTOR SHOULD CONSULT HIS OR HER OWN ATTORNEY, ACCOUNTANT OR. In addition, the Company expects to incur substantial operating expenses in order to fund the expansion of the Company's business. In the future, Armed Forces Brewing Company plans to open taprooms and breweries across the country. And, theyre growing quickly, with plans to expand their brewing operations and open new taprooms in the near future.On the downside, theres the potential for negative publicity if any of their beers are linked to health problems. 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. 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. tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Among them are Corona, Modelo, and Pacifico. No Class A Common Stock is being sold in this Offering. As has occurred with many Internet-based businesses, the Company may be subject to "denial-of-service" attacks in which unknown individuals bombard its computer servers with requests for data, thereby degrading the servers' performance. Best known for Kirin, one of Japan's largest beer labels. The Shares will not be subject to further calls or assessment by the Company. If you decide to subscribe for any Shares in this Offering, you must deliver a funds for acceptance or rejection. Since April 24, 2002, all United States brokerage firms have been required to have comprehensive anti-money laundering programs in effect. The Company also believes that the importance of brand recognition will increase due to the relatively low barriers to entry in the Company's market. Expenditures for renewals and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized. Interest on debt securities could increase costs and negatively impact operating results. 30 posts. In his current role at Batteries Plus, Detenber Derek Detenber Of Batteries . Investing In This Offering Using A Credit Card Has Several Risks. See the description in section entitled Use of Proceeds on page 50 herein. AB InBev is by far the world's largest beer company. $0. 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. A product thousands of years in the making, modern beer is now a basic staple of the global economy. Any forward-looking statement made by the Company in this Offering Circular or any documents incorporated by reference herein speak only as of the date of this Offering Circular or any documents incorporated by reference herein. Armed Forces Brewing Company is a small, veteran-owned brewery located in San Diego, California. The Company would also likely have to pay fines, penalties and/or other assessments imposed as a result of any data security breach. Moreover, the introduction of new products by competitors that compete directly with the Companys products or that diminish the importance of the Companys products to retailers or distributors may have a material adverse effect on the Companys business and financial results, as well as your investment. I mean, I wont be shelling out that much cash for a sticker and a few minor benefits, but Im sure someone might. Join over 6,700, Armed Forces Brewing Company is pivoting to new 6. This field is for validation purposes and should be left unchanged. If the Companys securities ever publicly trade, they may be relegated to the OTC Pink Sheets. Depending on where you reside, we may not be able to ship beer to you. Armed Forces Brewing Company is a veteran-owned and operated craft brewery based in San Diego, California. The Company has budgeted for the fulfillment of all shareholder benefits/perks from its ongoing operating revenues. ARMED FORCES BREWING COMPANY @ArmedForcesBC We celebrate our country, military, and beer! 2 beer maker, but it gives Kirin a new area to plant seeds of future expansion. ASU 2019-02 will also require disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases and will include qualitative and quantitative requirements. If you purchase the Shares of Class C Common Stock offered, you will effectively have no voting rights and no control over management of the Company. INVESTMENT OPPORTUNITY. 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. The Company's business and operations are sensitive to general business and economic conditions in the United States. 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