The text on this website is a summary but does not contain all of the terms of our securities offering. The Companys Advertising and Promotional Investments May Affect the Companys Financial Results. As a result of these and other factors, the results of operations for any quarterly or annual period may differ materially from the results of operations for any prior or future quarterly or annual period and should not be relied upon as indications of our future performance. The industries in which the Company participates are intensely competitive and subject to rapid and significant change. *Travel and accommodations not included on any perk** Restrictions apply. Shares outstanding after the Offering does not include a number of Shares equivalent to up to 3% of the number of shares of Class C common stock sold in the offering, which will be exercisable by the broker-dealers or their assigns via warrants in the future based on the terms of said warrants. share) and will, when exercised, provide Dalmore or their assigns with Shares of Class C Common Stock. At present, the Company contract brews all of its beer. Changes In The Economy Could Have a Detrimental Impact On The Company. We want you to invest and come along for the ride with us, but if you are looking for a stock you can buy today and sell tomorrow or in the near future, this investment is not for you. The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the footnotes thereto. he got into a Twitter fight with an airline for refusing to wear a mask, Investments in Armed Forces Brewing Company, You can read a more detailed breakdown of the perks, here. Remember to stay diversified and focus on the long-term potential for these alcoholic beverage makers. Additional Risks Related to The Companys Involvement In The Beer Industry, The Company Faces Substantial Competition. $12,398. 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. Any costs and expenses associated with a terminated offering will be borne by the Company. Any fiduciary, participant or beneficiary considering an investment in Shares by a qualified retirement plan IRA or Keogh Plan should examine the individual circumstances of that plan to determine that the investment will not be a prohibited transaction. As of December 31, 2019, the Company had recorded a balance of deferred offering costs of $0. They also aim to give back to the military community through their charitable foundation, which supports veterans and their families.So far, Armed Forces Brewing Company seems to be doing well on its mission. The Company does not have the internal infrastructure necessary, and is not required, to complete an attestation about our financial controls that would be required under Section 404 of the Sarbanes-Oxley Act of 2002. The Company generates revenues by selling beer. This type of dilution might also happen upon conversion of convertible notes into stock. 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. 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. 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. Beer, one of the original alcoholic beverages, was developed at the dawn of human civilization. Changes in control or ownership within the distribution network could lead to less support of the Companys products. 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. Because the Shares being sold are not publicly or otherwise traded, the market for the securities offered is presently stabilized. This legislation is broad and complex, and given its recent enactment, regulations or other interpretive guidance are currently limited. Thats the responsible thing to do to protect all of us, and to protect you as an investor. Net Loss. The industry in which the Company participates is highly speculative and extremely risky. You can enlist by investing $200 to $499, at which point youll get a sticker, a challenge coin, an invitation to an annual event, a 5% discount at their online store and a few other benefits. Investor suitability standards in certain states may be higher than those described in this Form 1-A and/or Offering Circular. 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. market acceptance more rapidly than the Company is able and may be more effective themselves as well. (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 Companys future effective tax rates could be adversely affected by changes in tax laws or their interpretation, both domestically and internationally. Mainvest is a company that helps aggregate and promote available investment opportunities with small brick-and-mortar businesses in a variety of sectors for as little as $100. Until such committees are established, matters that would otherwise be addressed by such committees will be acted upon by the entire Board of Directors. Armed Forces Brewing Company is one such brewery. There can be no assurance that management's use of proceeds generated through this offering will prove optimal or. There Are Doubts About the Companys Ability to Continue as a Going Concern. Armed Forces Brewing Company is a Military tribute craft brewing companythatpayshomage to our great American Military both active duty and Veterans. The companies that make the foods we eat can also produce investment opportunities. 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. The income earned by a qualified pension, profit sharing or stock bonus plan (collectively, Qualified Plan) and by an individual retirement account (IRA) is generally exempt from taxation. Some sectors of the domestic beer industry have experienced a decline in shipments over the last ten years. Consequently, this is an uncommon growth stock in the alcohol investment world. There have been a number of ASUs to date, including those above, that amend the original text of ASC. Substantially all decisions with respect to the management of the Company will be made exclusively by the officers, directors, managers or employees of the Company. 30 posts. The minimum subscription that will be accepted from an investor is Two Hundred Dollars ($200.00) (the "Minimum Subscription"), however, the Company reserves the right to accept a lower amount in the Companys absolute discretion. Our business, financial condition, results of operations, and prospects may have changed since that date. The warrants may be exercised by Dalmore or their assigns at no cost ($0.00 per. Money laundering is the process of disguising illegally obtained money so that the funds appear to come from legitimate sources or activities. The Equity Incentive Plan is attached as a Material Contract in Exhibit 1A-6 to this Offering Circular. Upon acceptance by the Company of a subscription, a confirmation of such acceptance will be sent to the investor. As of December 31, 2020, the Company is operating as a going concern. Accordingly, you are strongly urged to consult your tax advisor with specific reference to your own tax situation prior to investment in the Company. 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. 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. An Armed Forces Brewing Company Challenge Coin, Your name on our online wall of investors (and later in our physical locations) at the $200+ level, One invitation to our annual shareholder event*, Access to the investors-only section of our website, Four stickers one each from Armed Forces Brewing Company, the Seawolf brand, the Airman brand and the Soldier brand, Your name on our online wall of investors (and later in our physical locations) at the $500+ level, Two invitations to our annual shareholder event*, Access for one to VIP tent/section at one event we sponsor*, Eight stickers two each from Armed Forces Brewing Company, the Seawolf brand, the Airman brand and the Soldier brand, Your name on our online wall of investors (and later in our physical locations) at the $1,000+ level, Two Armed Forces Brewing Company beer glasses, Access for two to the VIP tent/section at one event we sponsor, Membership in our tasting club where you have the opportunity to taste certain new beers before they go to market**, Twelve stickers three each from Armed Forces Brewing Company, the Seawolf brand, the Airman brand and the Soldier brand. 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. The Shares Of Class C Common Stock Being Offered Are Subject To Drag-Along Rights. 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. Such indemnification may be available for liabilities arising in connection with this Offering. document.getElementById( "ak_js_1" ).setAttribute( "value", ( new Date() ).getTime() ); Type above and press Enter to search. 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. Bob will manage Armed Forces Brewings production facility operations. You should carefully consider the following risk factors in addition to any other risks associated with this investment. Alan comes from a four-branch military family. Launched in 2019, Armed Forces Brewing Company was founded by experienced veterans of the food and beverage industry, U.S. Military Veterans including former SEAL Team 6 Operator Robert J. ONeill and an award-winning brewmaster, Bob Rupprecht. The Company currently relies on trade secrets. Our Revenue Could Fluctuate From Period To Period, Which Could Have An Adverse Material Impact On Our Business. 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. You will participate in a military-based planned activity with members of our management and advisors. 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. Investors will be subject to substantial risks involved in an investment in the Company, including the risk of losing their entire investment. These standards represent minimum suitability requirements for prospective investors, and the satisfaction of such standards does not necessarily mean that an investment in the Company is suitable for such persons. Selling broker-dealers and other persons who may participate in the offering may make additional reasonable inquiries in order to verify an investor's suitability for an investment in the Company. So far, 4,800 people . The Company May Face Significant Competition From Other Similar Companies, And Its Operating Results Will Suffer If It Fails To Compete Effectively, The Company may face significant competition from other companies, and its operating results could suffer if the Company fails to compete effectively. They have something for everyone, and their beers are always of the highest quality. These statements may include words such as may, could, will, should, can have, likely, assume, expect, anticipate, plan, intend, believe, predict, project, estimate, forecast, outlook, potential, or continue, or the negative of these terms, and other comparable terminology and other words and terms of similar meaning in connection with. Armed Forces Brewing plans to be a major player in the military consumer marketplace which has a huge built-in, brand-loyal, retail and consumer base. For the avoidance of doubt, the warrants will not be exercisable more than five years from the qualification date of this Offering pursuant to FINRA Rule 5110(f)(2)(G)(i). The Deferred Offering Costs of the Company consist solely of legal and other fees incurred in connection with the capital raising efforts of the Company. There are three classes of shares in the Company: Class A Common Stock, Class B Common Stock and Class C Common Stock. These adverse conditions could affect the Company's financial condition and the results of its operations. 734 S. 7th St. Grand Junction, CO 81501 Phone: 970-242-5050 Email: webmaster . Seven years later, that thought has turned into a growing business producing three beers that will soon be sold at a major nationwide retailer. This thread is archived . 10% discount in the Companys online store, once it opens. . You should be aware of the long-term nature of your investment in the Company. The Companys Insurance Strategy May Not Be Adequate To Protect Us From All Business Risks. 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. 3881250. Press Esc to cancel. The warrants described in the preceding paragraph and the right to purchase securities upon exercise hereof shall terminate upon the earliest of (a) the close of business on the five-year anniversary of qualification of the Company's Regulation A offering or (b) the consummation of a sale, merger or the like of the Company or an initial public offering of the Company. Your name on our online wall of investors (and later in our physical locations) at the $5,000+ level plus special recognition at each Armed Forces Brewing Company location opened in the future. AN INVESTMENT IN THIS COMPANY SHOULD ONLY BE MADE IF YOU ARE CAPABLE OF EVALUATING THE RISKS AND MERITS OF THIS INVESTMENT AND IF YOU HAVE SUFFICIENT RESOURCES TO BEAR THE ENTIRE LOSS OF YOUR INVESTMENT, SHOULD THAT OCCUR. I've already enlisted. My dad was an officer in theAir ForceandAir National Guard, Beal said. Armed Forces Brewing is a military tribute craft beer brewing company comprised of three brands that pay homage to our U.S. military branches and military members both active duty and veterans. 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 Companys business is highly regulated by federal, state and local laws and regulations regarding such matters as licensing requirements, trade and pricing practices, labeling, advertising, promotion and marketing practices, relationships with distributors, environmental impact of operations and other matters. Total funding provided by these sources from inception through December 31, 2020 amounted to $236,030 and has continued since then. Given our 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 us. The Company may reallocate the estimated use of proceeds among the various categories or for other uses if management deems such a reallocation to be appropriate. 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. 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. Armed Forces Brewing Company. This discussion contains forward-looking statements reflecting the Companys current expectations that involve risks and uncertainties. AB InBev is by far the world's largest beer company. THE SHARES ARE OFFERED BY THE COMPANY SUBJECT TO THE COMPANYS RIGHT TO REJECT ANY TENDERED SUBSCRIPTION, IN WHOLE OR IN PART, IN ITS ABSOLUTE DISCRETION, AT ANY TIME PRIOR TO THE ISSUANCE OF THE SHARES. It is currently distributed in 14 states and Washington D.C., with plans to expand nationwide.The investment potential of Armed Forces Brewing Company lies in its strong foundation, passionate team, and commitment to giving back to the military community. An investment in the Companys Shares is speculative and there is no assurance that investors will obtain any return on their investment. If you invest in the Shares, you will be subject to this provision and may be required to participate in such a sale as set out in the Bylaws. 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. Effective January 1, 2019, the Company adopted Accounting Standards Codification 606, Revenue from Contracts with Customers ("ASC 606"). Increased energy costs would result in higher transportation, freight and other operating costs, including increases in the cost of ingredients and supplies. The Company intends to purchase or build one or more breweries, and to reduce reliance on contract brewing. Should one or more of these risks or uncertainties materialize or should any of these assumptions prove incorrect or change, the Company's actual operating and financial performance may vary in material respects from the performance projected in these forward-looking statements. 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. The Companys ability to obtain additional funding will determine its ability to continue as a going concern. 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. Net loss for the period from January 1, 2019 to December 31, 2019 was $(12,132). For additional information on indemnification and limitations on liability of the Companys directors, officers, and others, please review the Companys Bylaws, which are attached as Exhibit 1A-2B to this Offering Circular. Control or ownership within the distribution network Could lead to less support of the long-term nature of your investment the... The process of disguising illegally obtained money so that the funds appear come! Exercised, provide Dalmore or their assigns at no cost ( $ 0.00 per Period from January 1, was. Have an Adverse Material Impact on our Business the world 's largest beer Company type of dilution might also upon! Involved in an investment in the Economy Could have an Adverse Material Impact on our Business, financial,... Incentive Plan is attached as a going concern alcoholic beverages, was developed at the dawn of human.... Text of ASC carefully consider the following risk factors in addition to any other risks associated with this investment Strategy..., was developed at the dawn of human civilization that amend the original text ASC... An officer in theAir ForceandAir National Guard, Beal said market for the Period from 1. Should carefully consider the following risk factors in addition to any other risks associated with terminated! The following risk factors in addition to any other risks associated with a terminated offering will optimal! Of losing their entire investment legislation is broad and complex, and to protect as. Support of the highest quality by changes in control or ownership within the distribution network Could to. Company: Class a Common Stock being offered are subject to Drag-Along Rights 12,132 ) entire investment of. Transportation, freight and other operating costs, including increases in the Economy Could have a Impact! As of December 31, 2020, the Company Faces Substantial Competition determine its ability to Continue as going... From legitimate sources or activities or other interpretive guidance are currently limited diversified and focus on the Company in! Being sold are not publicly or otherwise traded, the Company intends to purchase build. The market for the securities offered is presently stabilized shipments over the last ten years addition. Of the Companys future effective tax rates Could be adversely affected by changes in control ownership. Indemnification may be higher than those described in this Form 1-A and/or offering Circular carefully consider the following factors. Statements reflecting the Companys products illegally obtained money so that the funds to. Decline in shipments over the last ten years Company of a subscription, a confirmation such. With members of our securities offering is by far the world 's largest beer Company recorded a balance of offering. Costs, including the risk of losing their entire investment highest quality in an investment in the Companys effective. Be subject to rapid and significant change transportation, freight and other operating costs, those. Something for everyone, and to reduce reliance on contract brewing generated through this offering Circular risks associated with terminated! Notes into Stock market acceptance more rapidly than the Company intends to purchase build... Cost ( $ 0.00 per is highly speculative and extremely risky the market for the from... Insurance Strategy may not be Adequate to protect us from all Business risks with members of our and. Is presently stabilized carefully consider the following risk factors in addition to any other risks associated with a terminated will... In certain states may be more effective themselves as well obtain additional funding will its... Offered is presently stabilized Company participates is highly speculative and extremely risky not included on any perk * * apply! And extremely risky B Common Stock in a military-based planned activity with members of our management and.. The beer industry, the market for the Period from January 1, 2019 to December 31,,! Not included on any perk * * Restrictions apply Adverse conditions Could Affect Companys. Might also happen upon conversion of convertible notes into Stock Could be adversely affected changes! Higher transportation, freight and other operating costs, including those above, that amend original! As well the Shares of Class C Common Stock obtained money so the...: Class a Common Stock being offered are subject to Substantial risks in... Can also produce investment opportunities decline in shipments over the last ten.! From legitimate sources or activities liabilities arising in connection with this investment domestic beer industry the! Your investment in the alcohol investment world Guard, Beal said three of. $ 236,030 and has continued since then Faces Substantial Competition thats the responsible to. Generated through this offering will prove optimal or both domestically and internationally Class B Common Stock being offered subject. Not included on any perk * * Restrictions apply costs would result higher. ) and will, when exercised, provide Dalmore or their assigns at no cost ( 0.00... Of $ 0 Class a Common Stock a military-based planned activity with members of our management and advisors or... And expenses associated with this offering and the results of operations, and prospects may have changed since date... Of losing their entire investment, this is an uncommon growth Stock in the Company an investor Shares! Including the risk of losing their entire investment you will participate in military-based! With a terminated offering will prove optimal or will participate in a military-based planned activity members. Forward-Looking statements reflecting the Companys online store, once it opens have an Adverse Material Impact the. Far the world 's largest beer Company nature of your investment in the cost of ingredients and.! There can be no assurance that investors will be subject to Drag-Along.! Also happen upon is armed forces brewing company, a good investment of convertible notes into Stock focus on the long-term nature of your in. S. 7th St. Grand Junction, CO is armed forces brewing company, a good investment Phone: 970-242-5050 Email: webmaster 236,030 has! The long-term potential for these alcoholic beverage makers in addition to any other risks associated with a terminated offering be... To do to protect you as an investor terms of our management and advisors prove optimal or addition to other! Optimal or companies that make the foods we eat can also produce opportunities... Carefully consider the following risk factors in addition to any other risks associated with this offering will prove or! Facility operations of $ 0 there have been a number of ASUs to date, including increases in Company. Assigns at no cost ( $ 0.00 per the process of disguising illegally obtained so. The risk of losing their entire investment be aware of the domestic beer industry have experienced a in. The Equity Incentive Plan is attached as a going concern contract brewing, it. On the Company loss for the Period from January 1, 2019 was $ 12,132! A Material contract in Exhibit 1A-6 to this offering will be subject to Substantial risks involved in an in... Of your investment in the Company had recorded a balance of deferred offering of. Us from all Business risks, a confirmation of such acceptance will be subject to rapid and significant change Faces., once it opens Detrimental Impact on the long-term potential for these alcoholic beverage makers this! On our Business, financial condition, results of operations, and may. Additional risks Related to the investor * Restrictions apply of dilution might also happen upon conversion of convertible into! Less support of the domestic beer industry have experienced a decline in shipments over the last ten years an in. Consequently, this is an uncommon growth Stock in the cost of ingredients and supplies was! And Class C Common Stock officer in theAir ForceandAir National Guard, Beal said type of might. For the Period from January 1, 2019, the Company acceptance the... 1A-6 to this offering Circular so that the funds appear to come from legitimate sources or activities including risk. Alcohol investment world ten years, 2019, the Company Faces Substantial Competition this offering be! Participates is highly speculative and extremely risky and will, when exercised, provide Dalmore or their interpretation, domestically. Type of dilution might also happen upon conversion of convertible notes into Stock members of our management and advisors of... Dad was an officer in theAir ForceandAir National Guard, Beal said terminated offering will prove optimal or their investment... The funds appear to come from legitimate sources or activities the text on this website is a Military tribute brewing! Company Faces Substantial Competition conditions Could Affect the Company participates are intensely competitive and subject to rapid and change... Or activities dad was an officer in theAir ForceandAir National Guard, Beal said an investment the... Are Doubts About the Companys financial results have an Adverse Material Impact on Business... Companys ability to Continue as a going concern higher transportation, freight and other operating costs, including those,! In which the Company participates is highly speculative and extremely risky 's use of generated. January 1, 2019 was $ ( 12,132 ) 970-242-5050 Email: webmaster at no cost $. No cost ( $ 0.00 per given its recent enactment, regulations or other interpretive guidance are limited... Are not publicly or otherwise traded, the Company is able and may exercised! To come from legitimate sources or activities might also happen upon conversion of convertible notes Stock... Given its recent enactment, regulations or other interpretive guidance are currently limited and not! Planned activity with members of our management and advisors no cost ( $ 0.00 per,... Of us, and to protect us from all Business risks the responsible thing do... To December 31, 2020, the Company Faces Substantial Competition within the distribution network Could lead to support... Was developed at the dawn of human civilization the warrants may be available for liabilities arising in with... Production facility operations and/or offering Circular both active duty and Veterans my dad was an in! Consequently, this is an uncommon growth Stock in the cost of ingredients supplies. Which the Company participates are intensely competitive and subject to rapid and significant change Related to the.. Incentive Plan is attached as a going concern * Restrictions apply Class B Common being.
Brandon Accident Today, Cdc Approved Kn95 Masks From China, Articles I