Investors are urged to consult with their attorneys, accountants and personal investment advisors prior to making any decision to invest in the Company. Your rights and the value of your investment in the Shares of Class C Common Stock could be reduced by the dilution caused by future equity issuances. (4)If you are affiliated with a non-U.S. banking institution (a Foreign Bank), or if you receive deposits from, make payments on behalf of, or handle other financial transactions related to a Foreign Bank, you represent and warrant to the Company that: (a) the Foreign Bank has a fixed address, and not solely an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities; (b) the Foreign Bank maintains operating records related to its banking activities; (c) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct its banking activities; and (d) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a physical presence in any country and that is not a regulated affiliate. The company plans to hire and employ at least 70 percent of its workforce from the Veteran community and to have social impact around issues, including Veteran suicide and Veteran homelessness. He himself didnt choose that path but is very proud of all his family members who have. Armed Forces Brewing is distributed in Texas, Maryland, Virginia and Rhode Island and is about to expand to Florida and Alabama. Factors which could increase operating and other expenses include, but are not limited to (1) increases in the rate of inflation, (2) increases in taxes and other statutory charges, (3) changes in laws, regulations or government policies which increase the costs of compliance with such laws, regulations or policies, (4) significant increases in insurance premiums, (5) increases in borrowing costs, and (5) unexpected increases in costs of supplies, goods, materials, construction, equipment or distribution. Fees in the charts above only reflect the cash fees and do not reflect the warrants, which are also not represented in the table of beneficial ownership herein. None of the Companys directors are independent as defined in Rule 4200 of FINRAs listing standards. Boston Beer also has no debt, which is a rarity among the massive global beer conglomerates. An Inability to Maintain and Enhance Image Could Affect Your Investment. #Veteranjobs #serviceleavers #jobboard I saw the lightning and heard the thunder.. The maximum aggregate amount of the Shares offered is $7,500,000.00 (the Maximum Offering). To help you understand these efforts, the Company wants to provide you with some information about money laundering and the Companys efforts to help implement the USA Patriot Act. Access for 1 to VIP tent/section at one event the Company sponsors, 8 stickers two each from Armed Forces Brewing Company, the Seawolf brand, the Airman brand and the Soldier brand, Investors name on the Companys wall of investors at the $1,000+ level, Two Armed Forces Brewing Company beer glasses, Access for 2 to VIP tent/section at one event the Company sponsors, Membership in Companys tasting club where investor has the opportunity taste certain new beers before it goes to market**, 12 stickers three each from Armed Forces Brewing Company, the Seawolf brand, the Airman brand and the Soldier brand. Recent Filings by Armed Forces Brewing Company, Inc. 2022/09/30: Reflects information that constitutes a substantive change from or addition to the information set forth in the last offering circular: 2022/09/26: Semiannual Report Pursuant to Regulation A: 2022/07/28: The Companys Chief Executive Officer may be reached at 410-999-4117 or via e-mail to alan@armedforcesbrewingco.com. My dad was an officer in theAir ForceandAir National Guard, Beal said. To Date, The Company Has Had Operating Losses And Does Not Expect To Be Initially Profitable For At Least The Foreseeable Future, And Cannot Accurately Predict When It Might Become Profitable. The tax character of any gain resulting from the sale of such property would probably be ordinarily up to the amount of the asset's accumulated depreciation or amortization and long-term capital gain to the extent of the excess. Developing and maintaining awareness of the Company's brand names, among other factors, is critical. They have a market capitalization of over $200 billion. 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. The Companys products also compete generally with other alcoholic beverages. The Shares of Class C Common Stock are illiquid and should be considered a long-term investment. tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. There is not now, and likely will not be in the near future, a public market for the Shares. The Company may provide for the indemnification of directors, officers and others to the fullest extent permitted by law and, to the extent permitted by such law, eliminate or limit the personal liability of directors, officers and others to the Company and its shareholders for monetary damages for certain breaches of fiduciary duty. There can be no assurances that there are no significant deficiencies or material weaknesses in the quality of our financial controls. Were excited that more and more shelf-ready products at strong price points are being produced in theU.S., like those atArmed Forces Brewing Co., saidFelicia McCranie, Walmarts director of corporate affairs. If a subscription is rejected, all funds will be returned to subscribers within ten days of such rejection without deduction or interest. 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. If the maximum amount is raised in this Offering, investors in this Offering will own approximately 16.19% of the Company. The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. Engineering Academy launched to meet skills needs in Cumbria AN INNOVATIVE Engineering Academy has been launched by Lakes College to deliver Funds tendered by investors will be kept in the escrow, holding or banking account until the next closing after they are received in the account. The Companys initial board of directors currently consists of six directors: Alan Beal, Bob Rupprecht, Jeff Jennings, Robert ONeill, Amit Rupani and Jason Bailey. James is responsible for overseeing the daily news coverage of the editorial team, assigning stories, approving pitches, editing, and ensuring stories published on the site meet Task & Purposes editorial standards and the audiences needs. 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. Stone Brewing co-founder Greg Koch. All of the securities were authorized as of September 8, 2020. And theres more! he said with a chuckle. Because the securities being sold in this Offering, Shares of Class C Common Stock, have no voting rights, if you invest, you should not expect to be able to influence any decisions by management of the Company through voting on Company matters. Your stake in the Company could be diluted due to the Company issuing additional Shares of Class C Common Stock or other securities such as stock, or securities or debt convertible into stock or additional classes of stock. Kendall Almerico, securities counsel to the Company, is the holder of an option to exercise for 112,827 Shares of Class C Common Stock of the Company. That brings us to the present day. Depending on where you reside, we may not be able to ship beer to you. In late 2019, a novel coronavirus (COVID-19) surfaced, reportedly, in Wuhan, China. The Company generates revenues by selling beer. 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 The Company competes with other beer and beverage companies not only for drinker acceptance and loyalty, but also for shelf, cold box and tap space in retail establishments and for marketing focus by the Companys distributors and their customers, all of which also distribute and sell other beers and alcoholic beverage products. The companys beers are distributed throughout Southern California.Armed Forces Brewing Companys beers have been well-received by critics. The Company Has Significant Discretion Over The Net Proceeds Of This Offering, The Company has significant discretion over the net proceeds of this Offering. This offering consists of Shares of Class C Common Stock (the Shares or individually, each a Share) that are being offered on a best efforts basis, which means that there is no guarantee that any minimum amount will be sold. According to their recent statement, Armed Forces Brewing Company was launched in 2019 and aims to raise $7.5 million in order to acquire a brewing facility to maximize production so the company can reach as many Americans as possible. Investments in Armed Forces Brewing Company begin at $200, at $10 a share and come in different tiers with their own perks. Smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large, established companies. Investors should carefully consider the various risk factors below before investing in the Shares. Some of them may have concurrent responsibilities at other entities. Dissolution or Liquidation of the Company. The Company plans to undertake further equity financing which may be dilutive to existing Shareholders, including you, or result in an issuance of securities whose rights, preferences and privileges are senior to those of existing Shareholders, including you, and also reducing the value of Shares subscribed for under this Offering. These laws and regulations are subject to frequent reevaluation, varying interpretations and political debate, and inquiries from governmental regulators charged with their enforcement. The brewery has a taproom and bar located onsite, as well as a tasting room and retail store. "Our office has worked closely with the Colorado-Wyoming USPS district . Owner of brands such as Coors, Miller, Blue Moon, and dozens of other beers. The Act imposes anti-money laundering requirements on brokerage firms and. You will attend a shooting range event with members of our management and advisory staff. Factors or events that could cause the Companys actual operating and financial performance to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The parent holding company for Coors, Miller, Blue Moon, and dozens of other beer labels has struggled with stagnant sales for the past three years as North American consumers have increasingly favored craft beer and other alcoholic beverages. Theres Bootcamp which comes in between$500-$999 and Brigade at $1,000-$4,999, and then it just keeps climbing. George served for over twenty years in the Army, including tours of duty in Iraq and Afghanistan. Investors may not withdraw their funds tendered from the escrow account or holding account unless the Offering is terminated without a closing having occurred. 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. They offer a wide range of styles, so you can find the perfect beer for any occasion. The following table of beneficial ownership sets forth information regarding beneficial ownership of all classes of the Companys Shares if all Shares are sold in the Regulation A offering. For general information on investing, we encourage you to refer to www.investor.gov. Consequently, investors must rely on sales of their Shares after price appreciation, which may never occur, as the only way to realize any gains on their investment. Share only with people of legal drinking age. We are more than a local craft beer. 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. 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. Property and Equipment. A sense of national unity and identity was forged as a result of victory in the First Barbary War and the Second Barbary War. At the time of this filing, many restaurants and bars went out of business, were shut down permanently or temporarily or only re-opened with limited capacity, and this or another pandemic, epidemic or outbreak of an infectious disease in the United States or in another country may adversely affect our business. In summary, the. 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. If These Assumptions Or Analyses Prove To Be Incorrect, The Companys Actual Operating Results May Be Materially Different From Its Forecasted Results. See "Plan of Distribution. The information on this website was created by Armed Forces Brewing Company, Inc. to assist with marketing our Regulation A stock offering. When you review our offering circular, please review all of the risk factors before making an investment in our company. $14.00. Workers at Remedy House Coffee in New York City just announced intentions to join. The Company plans to actively hire its additional employees at such time as the Company has sufficient capital or financing to do so. https://t.co/dQ17NGhG13 pic.twitter.com/XHkN7uKSPw. The Companys Expenses Could Increase Without a Corresponding Increase in Revenues. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. Maintaining and enhancing the Company's and the brand awareness of the Company and its products may require the Company to spend increasing amounts of money on, and devote greater resources to, advertising, marketing and other brand-building efforts, and these investments may not be successful. Any additional financing could have a negative effect on Shareholders. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. The company is also in the process of establishing the AFBC Veterans Foundation, a non-profit to support Veterans in transition from active duty to civilian life. Rather, the user maintains possession of the funds in that users Dwolla account. You are advised to consult an independent professional adviser or attorney who specializes in investments of this kind before making any decision to invest. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF ANY SUCH STATE. Different rules apply to accredited investors and non-natural persons. *** Restrictions apply. Every investor must buy at . DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. The loss of such person could negatively affect the Company and its operations. Gary Bonadonna Jr. has been brewing up unionization efforts in western New York coffee houses since baristas at a local franchise asked his Workers United Rochester Regional Joint Board for help. This tiny segment won't rekindle growth overnight for Japan's No. IN ADDITION TO THE RISKS LISTED ABOVE, BUSINESSES ARE OFTEN SUBJECT TO RISKS NOT FORESEEN OR FULLY APPRECIATED BY THE COMPANYS MANAGEMENT. VIP Treatment and 4 invitations to our annual shareholder event*. The loss of any of the Companys packaging materials suppliers could, in the short-term, adversely affect the Companys results of operations, cash flows and financial position. PLEASE REVIEW ALL RISK FACTORS ON PAGE 15 THROUGH PAGE 41 BEFORE MAKING AN INVESTMENT IN THIS COMPANY. Additional Financing May Be Necessary for The Implementation of The Company's Growth Strategy, Whether the Company is successful in selling the maximum number of Shares in this Offering or not, the Company may require additional debt, equity or other financing to pursue the Companys growth and business strategies. Accordingly, our employees, directors, executive officers and insider shareholders may have the power to control the election of our directors or managers and the approval of actions for which the approval of our shareholders is required. Renders beer snobs unconscious with 2 fingers? The Company may have to engage in common equity, debt, or preferred stock financings in the future. 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. If the Company decides to issue more Shares or other securities, an investor could experience value dilution, with each Share being worth less than before, and control dilution, with the total percentage an investor owns being less than before. A host of factors beyond the Company's control could cause fluctuations in these conditions. At times, the Company may maintain balances in excess of the federally insured limits. Launched in 2019, Armed Forces Brewing Company was founded by experienced veterans of the food and beverage industry, an award-winning brewmaster, and U.S. Military Veterans including famed SEAL. The company is headquartered in Tampa, Florida, and it has a strong presence in the United States. Until recently, Constellation was able to sustain double-digit percentage sales growth from its beer brands for years, which make up almost three-quarters of total revenue and almost 80% of the company's profits. Non-accredited investors are limited in the number of Shares they may purchase to an aggregate purchase price paid by such person that is no more than 10% of the greater of such persons annual income or net worth, not including the value of his or her primary residence, as calculated under Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended. They currently have two brewery locations, but theyre looking to add more. Limitation of Liability and Indemnification of Officers and Directors. AFBC. 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. When we start brewing beer in our own facilities, we have plans for tap rooms, stand-alone brewpubs and restaurants to support the brand and to drive additional revenues. Alan was the Chief Operating Officer of Seawolf Brewery, LLC based in Annapolis Maryland from 2015 to 2019, and has been the Chief Executive Officer of Seawolf Brewing Company, Inc. which became Armed Forces Brewing Company, Inc. since its inception in 2019. Armed Forces Brewing Company is one such brewery. The Company has budgeted for the fulfillment of all shareholder benefits/perks from its ongoing operating revenues. It is important that the Company maintains and enhances its image and the image of its products. They have an additional 53 package stores on military bases overseas that have an annual revenue of $85 million. Based upon Dalmore's anticipated limited role in this Offering, it has not and will not conduct extensive due diligence of this Regulation A offering and no investor should rely on Dalmore's involvement in this offering as any basis for a belief that it has done extensive due diligence. The Company also notes that some of the perks above involve the possible attendance at events. He has been involved in Maryland craft beer legislation and testified before the Maryland House Economic Matters Committee on several pieces of legislation affecting Marylands craft beer industry and deaf business owners. If the maximum Offering amount is not sold, the Company may need to incur additional debt or raise additional equity in order to finance the Companys operations. $7,500,000.00 The Company will not accept investments greater than the Maximum Offering amount. At each closing, with respect to subscriptions accepted by the Company, funds held in the escrow account or holding account will be distributed to the Company, and the associated Shares will be issued at that time to the investors that purchased such Shares. Investments in Armed Forces Brewing Company begin at $200, at $10 a share and come in different tiers with their own perks. Thus, there is a potential conflict in that management will participate in discussions concerning management compensation and audit issues that may affect management decisions. 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. 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. PROSPECTIVE INVESTORS WHO HAVE QUESTIONS CONCERNING THE TERMS AND CONDITIONS OF THE OFFERING OR WHO DESIRE ADDITIONAL INFORMATION OR DOCUMENTATION TO VERIFY THE INFORMATION CONTAINED IN THIS OFFERING CIRCULAR SHOULD CONTACT THE CHIEF EXECUTIVE OFFICER OF THE COMPANY. Enforcing a claim that a third party illegally obtained and is using the Company's Existing patent, copyright, trademark and trade secret rights could be expensive and time consuming, and the outcome of such a claim is unpredictable. Armed Forces Brewing Company is one such brewery. 2022 has been a huge year for Armed Forces Brewing Coand we want you to join us as we roll into 2023. An investment in the Company may not be suitable for all recipients of this Offering Circular. Without cash to pay down these debts, the Chvez administration was forced to dip into oil exports, and roughly a third of PDVSA's oil production in . The Company maintains the right to accept subscriptions below the minimum investment amount or minimum per share investment amount in its discretion. If the Company does not pay dividends, its Shares may be less valuable because a return on your investment will only occur if its stock price appreciates. However, the language of any such legends applicable to the Shares and as set out in this Offering Circular, will apply to each Share and shall govern the purchaser and holder of each such Share. When you review our offering circular, please review all of the risk factors before making an investment in our company. So, is Armed Holding company for Corona, Modelo, and other wine and spirits brands. 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. 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. 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. 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. 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. A subscription for Two Hundred Dollars ($200.00) or more in Shares may be made only by tendering to the Company an executed Subscription Agreement (Exhibit 1A-4) delivered with this Offering Circular and the subscription price in a form acceptable to the Company. When you invest in Armed Forces Brewing Co. for as little as $200, you join an elite team alongside famed Navy SEAL Team 6 Operator Robert J. ONeill and other Special Forces Operators as an owner of our Military tribute brewery, helping employ Veterans to make great American beer. Some of the commodities used by the Company are key ingredients in its beer and may not be easily substituted. Our Chief Operating Officer Jeff Jennings has been one of the top food and beverage owner-operators and consultants in the Southeast for more than 30 years with corporate level multi-state, multi-unit experience in managing operations under the Marriott, Hilton, Starwood, and IHG brands. There's more to these packages, but a lot of it revolves around typical swag, such as stickers and merch. The company was founded in 1366 and is headquartered in Belgium. The actual effects of the spread of coronavirus or of another pandemic are difficult to assess as the actual effects will depend on many factors beyond the control and knowledge of the Company. Seems like a good majority comes back, buys a bunch is military shirts and a giant truck with an assload of bumper stickers. Watch on. THIS OFFERING CIRCULAR DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL. For this reason, you should read this Offering Circular and all exhibits and referenced materials carefully and should consult with your own attorney and business advisor prior to making any investment decision. Washington DC-Baltimore Area. TABLE OF BENEFICIAL OWNERSHIP AFTER REGULATION A OFFERING. Due to restrictions caused by the COVID-19 global pandemic, we may be forced to not hold such events at all, to hold such events in a virtual or online setting, or to hold such events in a manner otherwise modified as required by laws and restrictions imposed as a result of the pandemic. 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. The image of its products escrow account or holding account unless the Offering terminated! Its additional employees at such time as the Company plans to actively hire its additional at... Does not CONSTITUTE an OFFER or SOLICITATION WOULD be UNLAWFUL Blue Moon and. Its additional employees at such time as the Company was founded in 1366 and is to..., Beal said BUSINESSES are OFTEN SUBJECT to RISKS not FORESEEN or FULLY APPRECIATED by the Companys also! 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