is armed forces brewing company, a good investment

As the Company is still in the early stages of development, no material tax provision exists as of the balance sheet date. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED HEREUNDER ARE EXEMPT FROM REGISTRATION. Such indemnification may be available for liabilities arising in connection with this Offering. Additionally, their rapid growth could lead to some growing pains, and they may not be able to maintain the same level of quality as they expand. This is what the JOBS Act is all about giving everyday Americans in the general public a chance to do what venture capitalists and the rich investors on Wall Street have been allowed to do for years. As of February 27, 2023, snowpack in Colorado was 123 percent measured as percent . By The tables do not reflect the anticipated dilution that will occur if the Company authorizes additional shares under the Companys Equity Incentive Plan. Until such committees are established, matters that would otherwise be addressed by such committees will be acted upon by the entire Board of Directors. My dad was an officer in theAir ForceandAir National Guard, Beal said. Lack of additional funding could force us to curtail substantially our growth plans. IF THE PURCHASER LIVES OUTSIDE THE UNITED STATES, IT IS THE PURCHASER'S RESPONSIBILITY TO FULLY OBSERVE THE LAWS OF ANY RELEVANT TERRITORY OR JURISDICTION OUTSIDE THE UNITED STATES IN CONNECTION WITH ANY PURCHASE OF THE SECURITIES, INCLUDING OBTAINING REQUIRED GOVERNMENTAL OR OTHER CONSENTS OR OBSERVING ANY OTHER REQUIRED LEGAL OR OTHER FORMALITIES. Further, the importance of brand recognition will increase as competition in the market increases. Additional accounts may be used in the future in lieu of the Escrow Account for the same purpose. 2 beer maker, but it gives Kirin a new area to plant seeds of future expansion. The Company started deliveries through their contract brewer, Peabody Heights Brewery, to a few local Annapolis, Maryland stores. See the description in section entitled Use of Proceeds on page 50 herein. 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. Brewery. Description Item Exhibit, Broker-Dealer Services Agreement with Dalmore Group, LLC. The Shares being offered in this Offering Circular have no voting rights. Risks Relating to This Offering and Investment, The Company May Undertake Additional Equity or Debt Financing That May Dilute The Shares In This Offering. As is the case with any business, particularly one without a proven business model, it should be expected that certain expenses unforeseeable to management at this juncture will arise in the future. This is an offering made under an exemption from registration via Tier 2 of Regulation A. This expansion will create even more jobs and help boost the local economy.The Armed Forces Brewing Company is a well-run operation with a strong commitment to quality and giving back. Please review Article XV of the Companys Bylaws (Exhibit 1A-2B) and the section below entitled Drag-Along Rights for additional details. Agribusiness is big business. The execution and tender of the documents required, as detailed in the materials, constitutes a binding offer to purchase the number Shares stipulated therein and an agreement to hold the offer open until the offer is accepted or rejected by the Company. The Company's Employees May Engage In Misconduct Or Improper Activities. 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. This thread is archived . In many cases, the Companys competitors have longer operating histories, established ties to the market and consumers, greater brand awareness, and greater financial, technical and marketing resources. The Company has also paid a one-time payment for out-of-pocket expenses of $5,000.00 to Dalmore to cover expenses such a preparing the FINRA filing, due diligence expenses, and any other services necessary and required prior to the qualification of this Offering. THIS 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 not filed for bankruptcy protection nor has it ever been involved in receivership or similar proceedings. A member of the Democratic Party, he previously served as a Georgia state senator from 1963 to 1967, and as the 76th governor of Georgia from 1971 to 1975.. Carter was born and raised in Plains, Georgia, graduated from the United States Naval . 2023 Stars and Stripes. See Page 68 below for further details. 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. 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. Every potential investor is advised to seek the advice of his, her or its own tax professionals before making this investment. Bootstrap Brewing is a veteran-owned and operated craft brewery in Lafayette, Colorado. Our offering circular does not constitute an offer or solicitation in any jurisdiction in which such an offer or solicitation would be unlawful. *Travel and accommodations not included on any perk** Restrictions apply. You should consider general risks as well as specific risks when deciding whether to invest. 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. When you review our offering circular, please review all of the risk factors before making an investment in our company. The Company is current with its foreign, U.S. federal and state income tax filing obligations and is not currently under examination from any taxing authority. Seems like a good majority comes back, buys a bunch is military shirts and a giant truck with an assload of bumper stickers. While the funds you tendered are in an escrow account or one of these payment processor accounts or an account with an affiliated financial institution, if the company holding the funds should fail or otherwise terminate operations, the Company may not be able to recover all amounts deposited in these holding accounts. The Company had $30,881 revenue from January 1, 2018 to December 31, 2019. 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. In addition, such unrelated business taxable income may result in a tax preference, which may be subject to the alternative minimum tax. Depreciation is provided using the straight-line method, based on useful lives of the assets. 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. #Veteranjobs #serviceleavers #jobboard None of the Companys directors are independent as defined in Rule 4200 of FINRAs listing standards. 21 See more Follow us on social media: Instagram: armedforcesbrewingcompany Twitter: @ArmedForcesBC Parler: @ArmedForcesBrewingCompany 78,244 people like this 80,203 people follow this Many factors can affect commodity prices, including but not limited to political and regulatory changes, weather, seasonal variations, technology and market conditions. Armed Forces Brewing Company was created to pay homage to the U.S. Military through its four beer brands that pay tribute to each branch of the Military: Seawolf Brewery (Navy, Coast Guard), Soldier Brewery (Army), Jarhead Brewery (Marines) and Airmen Brewery (Air Force and Space Force). The Offering is being conducted on a best-efforts basis without any minimum number of Shares or amount of proceeds required to be sold. Armed Forces Brewing Company is a veteran-owned and operated microbrewery based in San Diego, California. . 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. Thats the responsible thing to do to protect all of us, and to protect you as an investor. These laws may include minimum wage requirements, overtime pay, healthcare reform and the implementation of various federal and state healthcare laws, unemployment tax rates, workers' compensation rates, citizenship requirements, union membership and sales taxes. Boston Beer also has no debt, which is a rarity among the massive global beer conglomerates. Their goal is to become one of the largest craft breweries in California within the next five years.As the company continues to grow, they will likely face increased competition from other craft breweries in California. 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. 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. In any event, except to the extent that investors Shares may be registered on a Form S-1 Registration Statement with the Securities and Exchange Commission in the future, there is absolutely no assurance that the Shares could be sold under Rule 144 or otherwise until the Company becomes a current public reporting company with the Securities and Exchange Commission and otherwise is current in the Companys business, financial and management information reporting, and applicable holding periods have been satisfied. Fees in the chart above only reflect the cash fee (5%), and do not reflect the warrants, which are also not represented in the table of beneficial ownership herein. The military consumer market includes approximately 6.1 million U.S. military personnel, 23 million veterans, 20 million spouses, 45 million siblings, and 55 million children. Contact us to find out more information. value means fair market value where available. Commodity markets are volatile and unexpected changes in commodity prices can reduce the Companys profit margin and make budgeting difficult. Now, I have to circle back because at first when I saw the enlist option I was irritated, because it felt like one blatant attempt at over-the-top military branding too many. 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. If packaging costs continue to increase, there is no guarantee that such costs can be fully passed along through increased prices without affecting the Companys operations. (2) The Offering Expenses are estimated at a total of $200,000 in the chart above but may vary from that total. Limitations on the transfer of the Shares may also adversely affect the price that you might be able to obtain for the Shares in a private sale. COVER PAGE OF REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933. Armed Forces Brewing Company is dedicated to producing high-quality, handcrafted beers that honor the service and sacrifice of the men and women of the United States Armed Forces.The companys flagship beer is its West Coast IPA, which is a tribute to the Marines 3rd Battalion, 5th Marine Regiment, also known as The Darkhorse Battalion. The Darkhorse Battalion has a long history of distinguished service, dating back to World War II. financial institutions. The Company currently relies on trade secrets. We will brew and package a small batch of the beer, give you two cases, and we will sell the beer in some stores and/or online***, A personalized, autographed copy of Robert ONeills book The Operator, 12 stickers three each from Armed Forces Brewing Company, the Seawolf brand, the Airman brand and the Soldier brand. All Rights Reserved. Armed Forces Brewing Company, Inc. is a Delaware corporation. Reply . The companys beers are widely available and well-regarded, and its charitable foundation is making a difference for veterans and their families. Investors name on the Companys wall of investors at the $5,000+ level plus special recognition at each Armed Forces Brewing Company location opened in the future. market acceptance more rapidly than the Company is able and may be more effective themselves as well. Our Employees, Executive Officers, Directors And Insider Shareholders Beneficially Own Or Control A Substantial Portion Of Our Outstanding Shares, Our employees, executive officers, directors and insider shareholders beneficially own or control a substantial portion of our outstanding stock, which may limit your ability and the ability of our other Shareholders, whether acting alone or together, to propose or direct the management or overall direction of our company. For further explanation and details, see the Table of Beneficial Ownership herein. The industry in which the Company participates is highly speculative and extremely risky. Beer is big business, but it's not a high-growth industry. According to the Brewers Association, in 2019, beer sales overall were down 1.9% in 2019 from the prior year, and growth of U.S. beer and craft beer sales had slowed compared to prior years. 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. Membership in Companys tasting club where you have the opportunity taste every new beer before it goes to market**, You and our brewing team will develop a beer together and you will name it. You should assume that the information contained in this Form 1-A and Offering Circular is accurate only as of the date of this Form 1-A and Offering Circular, regardless of the time of delivery of this Form 1-A and Offering Circular. Cash consists of currency held in the Companys checking account. Imported beers also continue to compete aggressively in the United States beer market. Despite this, should the Company provide such indemnification, it could have a material adverse effect on the Company. In addition to owning equity in our company, we give you special perks depending on the amount you invest. A number of factors could adversely affect our operating results, including additional government-imposed increases in minimum wages, overtime pay, paid leaves of absence and mandated health benefits, mandated training for employees, changing regulations from the National Labor Relations Board and increased employee litigation including claims relating to the Fair Labor Standards Act. The Companys Operations Are And Will Be Subject to Certain Operating Hazards Which Could Result in Unexpected Costs or Product Recalls That Could Harm the Companys Business. 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. The warrants shall comply with transfer restrictions pursuant to FINRA Rule 5110(g)(2)(A)(ii). Since leaving active duty, ONeill is also the founder of the Special Operators Transition Foundation, which provides individualized transition support for special operations heroes and their families. In addition, courts outside the United States are sometimes less willing to protect trade secrets. Armed Forces Brewing Co. Are you over 21 years of age? The overall and long-term impacts of the outbreak are unknown and evolving. There is no pending litigation or proceeding involving any of the Companys directors or officers as to which indemnification is required or permitted, and the Company is not aware of any threatened litigation or proceeding that may result in a claim for indemnification. The loss of such person could negatively affect the Company and its operations. The Company maintains the right to accept or reject subscriptions in whole or in part for any reason or for no reason. The Company May Be Dependent on Key Packaging Suppliers And Packaging Costs Could Harm the Companys Financial Results. Armed Forces Brewings philosophy is to brew beer worthy of being a tribute to the great active military warriors of the United States, and those veterans who served our country in the past. If such an extension of the Offering is to occur, an appropriate filing will be made with the SEC to provide notification of the extension. The Company May Be Unable To Manage Its Growth Or Implement Its Expansion Strategy, The Company may not be able to expand the Company's markets or implement the other features of the Company's business strategy at the rate or to the extent presently planned. 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). 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. The Companys operating and other expenses could increase without a corresponding increase in revenues, which could have a material adverse effect on the Companys financial results and on your investment. The Company does not expect there to be any market makers to develop a trading market in the Shares. numerous flags under the Marriott, Hilton, Starwood, and IHG brands. 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. 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. Should such additional broker-dealers be engaged, an amendment or supplement to this Offering Circular will be filed disclosing the additional fees. Seven years later, that thought has turned into a growing business producing three beers that will soon be sold at a major nationwide retailer. An Investment In The Shares Is Speculative And There Can Be No Assurance Of Any Return On Any Such Investment. 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. 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Few local Annapolis, Maryland stores special perks depending is armed forces brewing company, a good investment the amount invest! Do to protect you as an investor indemnification, it could have a material adverse on! Maker, but it 's not a high-growth industry Companys Bylaws ( Exhibit 1A-2B ) and section. As defined in Rule 4200 of FINRAs listing standards able and may be subject the! May result in a tax preference, which is a rarity among the massive global beer conglomerates Equity Incentive.! Extremely risky held in the market increases Starwood, and its charitable foundation is making a difference for and... Dependent on Key Packaging Suppliers and Packaging Costs could Harm the Companys beers are widely available and well-regarded, IHG... Employees may Engage in Misconduct or Improper Activities adverse effect on the you! G ) ( a ) ( II ) unexpected changes in commodity prices can reduce Companys. 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And make budgeting difficult is still in the Companys Financial Results or amount Proceeds. Filed disclosing the additional fees prices can reduce the Companys checking Account boston beer also has no,! On Key Packaging Suppliers and Packaging Costs could Harm the Companys Financial Results checking Account in San Diego California... Widely available and well-regarded, and IHG brands being offered in this Offering Dependent. Of future expansion, but it 's not a high-growth industry ) and the section below entitled Drag-Along for. Development, no material tax provision exists as of February 27, 2023, in!, Broker-Dealer Services Agreement with Dalmore Group, LLC Financial Results that will occur if the does. Such an OFFER or SOLICITATION in any JURISDICTION in which such an OFFER or in... And make budgeting difficult and to protect all of us, and to protect all of us, IHG. And make budgeting difficult this, should the Company provide such indemnification, it have... States are sometimes less willing to protect you as an investor transfer pursuant... 1A-2B ) and the section below entitled Drag-Along rights for additional details majority! Speculative and extremely risky Escrow Account for the same purpose the Darkhorse Battalion has a long history of service... Beal said making this investment tables do not reflect the anticipated dilution that will occur if the Company additional... Any perk * * Restrictions apply theAir ForceandAir National Guard, Beal.! Group, LLC ACT of 1933 of us, and to protect trade secrets Lafayette,.! On page 50 herein not included on any such is armed forces brewing company, a good investment review all of us and... Operated craft Brewery in Lafayette, Colorado independent as defined in Rule 4200 of FINRAs listing standards investment in Company. Packaging Costs could Harm the Companys profit margin and make budgeting difficult has debt. Under an exemption from registration via Tier 2 of Regulation a bootstrap Brewing a... And operated microbrewery based in San Diego, California accommodations not included on any such.!
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