All Rights Reserved. On October 13, 1992, the Department of Labor issued regulations establishing criteria for determining whether the extent of a beneficiarys independent control over the assets in his account is adequate to relieve the ERISA Plans fiduciaries of their obligations with respect to an investment directed by the beneficiary. 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. Contributing to distribution risk is the fact that the Companys distribution agreements will likely be terminable by the distributors on relatively short notice. Nearly 20 years after the overthrow of Saddam Hussein by U.S.-led forces, Iraqi President Abdul Latif Rashid wants the world to know his country now is at peace, democratic and intent . So, is Armed Forces Brewing Company a good investment? Investors will be subject to substantial risks involved in an investment in the Company, including the risk of losing their entire investment. The Shares have no voting rights. So when Beal met a couple of guys during a party inWashington D.C., who were looking to get into the craft beer industry, he was instantly interested. These forward-looking statements include matters that are not historical facts. 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. Such funds will be deposited into the Escrow Account, bank account or holding account and released to the Company at each closing. 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 famous US Navy SEALs in the world, Armed Forces Brewing Company has successfully Read More Contact Who is Armed Forces Brewing Headquarters United States Website As of right now, Armed Forces Brewing Company is not publicly traded on any stock market. Armed Forces Brewings unique corporate mission and marketing have already created national and global buzz and demand. The Company was initially formed as a Delaware Limited Liability Company named Seawolf Brewing Company LLC on January 11, 2019 and converted into a Delaware corporation, Seawolf Brewing Company Inc. on September 8, 2020. Regulations issued on November 13, 1986, by the Department of Labor (the Final Plan Assets Regulations) provide that when an ERISA Plan or any other plan covered by Code Section 4975 (e.g., an IRA or a Keogh Plan which covers only self-employed persons) makes an investment in an equity interest of an entity that is neither a publicly offered security nor a security issued by an investment company registered under the Investment Company Act of 1940, the underlying assets of the entity in which the investment is made could be treated as assets of the investing plan (referred to in ERISA as plan assets). Armed Forces Brewing Co. - Bad Ass Beer Deserves Bad Ass Gear. MOREOVER, THE COMPANY CANNOT PREDICT WHETHER THE COMPANY WILL SUCCESSFULLY EFFECTUATE THE COMPANY'S CURRENT BUSINESS PLAN. The Company has budgeted for the fulfillment of all shareholder benefits/perks from its ongoing operating revenues. In addition to great beer and patriotic brands, Armed Forces Brewing Company is committed to supporting the Military and Veteran community. Profitability (as measured by free cash flow) is making a comeback in the wake of the pandemic and helps to support this top dividend-paying beer investment. 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. whether as a result of new information, future events or otherwise. In addition, a senior foreign political figure includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure. Depending on where you reside, we may not be able to ship beer to you. The loss of such person could negatively affect the Company and its operations. Changes in Tax, Environmental and Other Regulations, Government Shutdowns or Failure to Comply with Existing Licensing, Trade or Other Regulations Could Have a Material Adverse Effect on the Companys Financial Condition. Some of the largest competitors have acquired and will continue to acquire craft brewers or introduce new domestic specialty brands and hard seltzers to many markets and expand their efforts behind existing brands. NO PERSONS, EXCEPT THE COMPANY OR ITS AGENTS AND SUCH REGISTERED BROKER-DEALERS AS THE COMPANY MAY ELECT TO UTILIZE, HAVE BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS OFFERING CIRCULAR AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. So far, the brewery has donated over $50,000 to various organizations such as the Navy SEAL Foundation, Wounded Warrior Project, and Operation Homefront.The company has seen rapid growth since its inception. ** Restrictions apply. As of the date of this Offering Circular, the Company has one full-time employee. 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. Property, Plant and Equipment (PP&E) $3,584. have a material adverse effect on its business. . The undersigned hereby authenticate, acknowledge and otherwise adopt the typed signatures above and as otherwise appear in this filing and Offering. PLEASE REVIEW ALL RISK FACTORS ON PAGE 15 THROUGH PAGE 41 BEFORE MAKING AN INVESTMENT IN THIS COMPANY. 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. 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. Jan 2019 - Present4 years 2 months. Armed Forces Brewing Company's Seawolf division today released a video divulging the origin of the secret recipe for their popular beer - Special Hops IPA. Depreciation is provided using the straight-line method, based on useful lives of the assets. Any holding accounts may be with payment processors and not a regulated banking institution, and thus may have no federal insurance covering said funds unlike if the funds had been deposited into a regulated U.S. bank or similar banking institution or may have federal insurance that is limited to a certain amount of coverage. There is no market for the resale of the Shares of Class C Common Stock. The Company does not anticipate dissolution or liquidation. 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. Holding company for Corona, Modelo, and other wine and spirits brands. Armed Forces Brewing may be based in Annapolis, Maryland, home of the U.S. An investment in the Companys Shares is speculative and there is no assurance that investors will obtain any return on their investment. Each holder of Class C Common Stock, as such, shall have no voting rights other than any which may exist under Delaware corporate law and shall not have the right to participate in any meeting of shareholders or to have notice of those meetings. The Company currently has limited marketing organization its brands and the Company. Trade receivables from customers are uncollateralized customer obligations due under normal trade terms, primarily requiring payment before services are rendered. This type of dilution might also happen upon conversion of convertible notes into stock. You should be aware that there is uncertainty as to whether a court would enforce this provision of the Bylaws and/or these drag along rights and take that into account before making a decision to invest in the Company. He is anArmed Forces Brewing Companydirector instrumental in quality control. The minimum investment amount for a single investor is $200.00 for 20 Shares unless reduced on a case-by-case basis by the Company. The material change in revenues was due to the inability to brew beer and meet demand when contract brewing was halted for several months during the pandemic. But honestly, I dont really give a shit about the commercial, and I dont think you should either. The information on this website was created by Armed Forces Brewing Company, Inc. to assist with marketing our Regulation A stock offering. Armed Forces Brewing Company offers a variety of beers, from light lagers to dark ales. Armed Forces Brewing Company is Veteran owned, Veteran operated, and we make great American beer for America's Military Heroes, First Responders, and Patriots. 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. 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. The Companys Expenses Could Increase Without a Corresponding Increase in Revenues. financial institutions. Sales and certain other transactions between a qualified retirement plan, IRA or Keogh Plan and certain persons related to it (e.g., a plan sponsor, fiduciary, or service provider) are prohibited transactions. The Company May Be Dependent on Key Packaging Suppliers And Packaging Costs Could Harm the Companys Financial Results. Increased energy costs would result in higher transportation, freight and other operating costs, including increases in the cost of ingredients and supplies. The Companys Business Plan Is Speculative. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact our financial statements. . AN INVESTMENT IN THIS OFFERING IS HIGHLY SPECULATIVE, AND YOU SHOULD ONLY INVEST IF YOU ARE PREPARED TO LOSE YOUR ENTIRE INVESTMENT. The Company is offering up to $7,500,000.00 of its Shares of Class C Common Stock to investors in this Offering. As the Companys operations expand, it expects that it will need to manage additional relationships with various strategic partners, suppliers and other third parties. Any additional financing could have a negative effect on Shareholders. There may also be earnings dilution, with a reduction in the amount earned per Share, although this typically occurs only if the Company offers dividends, and most early-stage companies like the Company are unlikely to offer dividends, preferring to invest any earnings into the Company. Revenue is recognized when performance obligations under the terms of the contracts with our customers are satisfied. Typically, the terms of convertible notes issued by early-stage companies provide that in the event of another round of financing, the holders of the convertible notes get to convert their notes into equity at a discount to the price paid by the new investors, i.e., they get more shares than the new investors would for the same price. Armed Forces Brewing Company, Inc. (We Armed Forces Brewing or the Company) is a Delaware corporation. This Offering is a material event that should cause future reported financial information to be materially different than the numbers reflected below. The Service has not yet promulgated regulations defining appropriate methods for the determination of fair market value for this purpose. With respect to an Approved Sale that is structured as a sale of all or substantially all the assets of the Company, each shareholder of the Company shall receive its share of the sale proceeds in accordance with the provisions of the Companys Certificate of Incorporation, Bylaws, and applicable law. The companys commitment to quality and its dedication to providing veterans with job opportunities makes it a great choice for those looking for an ethical and profitable way to invest their money. You can read a more detailed breakdown of the perks, here. Total Assets: $34,876 . Operating expenses for the period were comprised of paying for additional test market contract brewed beer in late 2020 when contract brewing resumed following several months of inactivity due to the pandemic. However, Constellation coaxes a more than 30% operating profit margin from its alcoholic beverage operation. 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. Purchasers may be accredited investors or non-accredited investors. Depending on where investor resides, the Company may not be able to ship beer to the investor. 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. As of December 31, 2020, accumulated depreciation totaled $1,808. Unless otherwise indicated and subject to applicable community property laws, to the Companys knowledge, each shareholder named below possesses sole voting and investment power over their shares, where applicable. It is not currently contemplated that registration under the Securities Act or other securities laws will be affected. Additional risks and uncertainties may also have an adverse effect on the Companys business and your investment in the Shares. As for attendance at sponsored events as listed above, the Company notes that sponsored events will vary from year to year and may not occur at all some years. You can "enlist" by investing $200 to $499, at which point you'll. Increasing the amount of debt will increase the Companys debt service obligations and make less cash available for distribution to the Companys Shareholders. Every potential investor is advised to seek the advice of his, her or its own tax professionals before making this investment. While the Company uses reasonable efforts to protect these trade secrets, the Company cannot assure that its employees, consultants, contractors or advisors will not, unintentionally or willfully, disclose the Company's trade secrets to competitors or other third parties. As an outgrowth of these concerns, the possibility exists that advertising by beer producers could be restricted, that additional cautionary labeling or packaging requirements might be imposed, that further restrictions on the sale of alcohol might be imposed or that there may be renewed efforts to impose increased excise or other taxes on beer sold in the United States. See "Plan of Distribution. If Circle is used, the Holding Account will be a linked bank account through Silvergate Bank or another financial institution within the Circle Internet Financial Limited payment infrastructure which is set up to hold funds paid by Investors into the Company's Offering pending the acceptance by the Company or the Broker-Dealer, and a closing of the Offering for which the funds were paid. By submitting a subscription agreement to the Company, you will be agreeing to the following representations. 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. About This Form 1-A and Offering Circular, In making an investment decision, you should rely only on the information contained in this Form 1-A and Offering Circular. Such problems, even when unsubstantiated, could be harmful to the Companys image and the reputation of the Company and its products. Rather, the user maintains possession of the funds in that users Dwolla account. In response to these issues, the Company may need to significantly increase its packaging capabilities and tank capacity and add personnel to address these challenges. The continued growth in the sales of craft-brewed domestic beers, imported beers and hard seltzers is expected to increase the competition in the market for beer within the United States and, as a result, prices and market share of the Companys products may fluctuate and possibly decline. The Shares Being Offered Have No Voting Rights. Proceeds from the stock offering will be used to acquire a brewing facility to maximize production so the company can reach as many Americans as possible. Changes in control or ownership within the distribution network could lead to less support of the Companys products. Except as stated above, subscribers have no right to a return of their funds unless no closing has. The risk of unauthorized circumvention of such security measures has been heightened by advances in computer capabilities and the increasing sophistication of hackers. THE SECURITIES DESCRIBED IN THIS OFFERING CIRCULAR HAVE NOT BEEN REGISTERED UNDER ANY STATE SECURITIES LAWS (COMMONLY CALLED "BLUE SKY" LAWS). If you invest in the Companys Shares, your interest will be diluted immediately to the extent of the difference between the Offering price per Share and the pro forma net tangible book value per share after this Offering. The Company may extend the Offering for an additional time period unless the Offering is completed or otherwise terminated by the Company. funds are transferred to said operating account. The Company may find it necessary or advisable to reallocate portions of the net proceeds reserved for one category to another, or to add additional categories, and the Company will have broad discretion in doing so. Investors in this offering risk the loss of their entire investment. What a culture. Money laundering occurs in connection with a wide variety of crimes, including illegal arms sales, drug trafficking, robbery, fraud, racketeering and terrorism. 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. I have a grandfather who served in World War II. The statements of the Company contained herein are based on information believed to be reliable. Because The Company Does Not Have An Audit Or Compensation Committee, Shareholders Will Have To Rely On Management To Perform These Functions. The Company believes that maintaining and enhancing awareness of the Company's brand and its products is critical to achieving widespread acceptance and success of the Company's business. However, management is aware that any capital raise involves uncertainty and investors should be aware that this material event and the uncertainty surrounding it make the reported financial information herein not indicative of potential future operating results or of our future financial condition. The Companys principal shareholders may be able to control matters requiring approval by its shareholders, including mergers or other business combinations. The Federal Deposit Insurance Corporation insures balances up to $250,000. 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. The Companys Future Financial Performance And Its Ability To Compete Effectively Will Depend, In Part, On The Companys Ability To Manage Any Future Growth Effectively. If The Company Is Unable to Effectively Protect Its Intellectual Property and Trade Secrets, It May Impair The Companys Ability to Compete, The Companys success will depend on its ability to obtain and maintain meaningful intellectual property protection for any Company intellectual property. There is no better time for some Ex-Military Talent within your business! The company was founded in 2014 by George Sada, a retired United States Army Colonel. We plan to eventually acquire an existing brewery or build our own facility. The Equity Incentive Plan is attached as a Material Contract in Exhibit 1A-6 to this Offering Circular. The terms of preferred stock could be more advantageous to those investors than to the holders of Shares of Class C Common Stock. When the Company indicates that the Offering will hold a closing and the Investors subscription is to be accepted (either in whole or part), then the Holding Account shall disburse such Investors subscription proceeds in its possession to the account of the Company. The following table of beneficial ownership sets forth information regarding beneficial ownership of all classes of the Companys shares as of the date of this Offering Circular. 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. Our beers pay tribute to the men and women of the greatest military in the world, and I am thrilled that anyone and everyone can own part of this patriotic company at this early stage alongside me.. The Company expects to sell most of its alcoholic beverages to independent beer distributors for distribution to retailers and, ultimately, to drinkers. The Shares are being offered on a best-efforts basis to an unlimited number of accredited investors and an unlimited number of non-accredited investors only by the Company and through Dalmore Group, LLC (Dalmore), a broker/dealer registered with the Securities and Exchange Commission (the SEC) and members of the Financial Industry Regulatory Authority (FINRA). The potential also exists for these large competitors to increase their influence with their distributors, making it difficult for smaller brewers to maintain their market presence or enter new markets. Robert ONeill is one of the most highly-decorated combat Veterans of our time. including the matters set forth under the section entitled Risk Factors, could affect (and in some cases have affected) the Companys actual results and could cause such results to differ materially from estimates or expectations reflected in this Offering Circular and in any forward-looking statements made herein or by the Company. The OTC Pink Sheets provide significantly less liquidity than the NASDs automated quotation system, or NASDAQ Stock Market. 2023 Armed Forces Brewing Co. Website by Mindspike Design. As of December 31, 2020, the Company had fixed assets of $3,584. He has been involved in contract brewing for several international customers as well as fledgling nano-breweries. Should a market develop, and the Companys Shareholders sell, substantial amounts of the Companys Shares in the public market, Shares sold may cause the price to decrease below the current value of the Shares. This experienced management team will lead the charge into our bar and restaurant operations in the future which will help to further establish our brands. EACH INVESTOR SHOULD CONSULT HIS OR HER OWN ATTORNEY, ACCOUNTANT OR. As noted above, this Offering Circular is not providing, or purporting to provide any tax advice to anyone. The Company may appoint an independent director(s) to its board of directors in the future, particularly to serve on appropriate committees should they be established. Net Loss. While there may be processing fees associated with said credit card payment processing, investors will not be responsible for paying any such processing fees charged by Circle, Dwolla or Sila or another entity affiliated with those companies or not affiliated with those companies, but rather the Company will pay all such fees. Bob is an expert in all aspects of brewery operations, from recipe development to purchasing, production and packaging. The Company may require additional debt and/or equity financing to pursue our growth and business strategies. 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. The Company's business model is unproven and is likely to continue to evolve. He avoids Northern Ireland and Matt Hancock's leaked WhatsApps at first, instead choosing to challenge the prime minister on the cost . Before investing, you should carefully read and carefully consider the following: The Company, The Alcohol, Restaurant and Bar Industry And The U.S. And Global Economies Have Been Substantially Affected By The Coronavirus Pandemic. Funds received from investors will be counted towards the Offering only if the form of payment clears the payment processing and/or banking system and represents immediately available funds held by the Company prior to the termination of the subscription period, or prior to the termination of the extended subscription period if extended for by the Company, or as otherwise set out herein. Specifically, this one. The Company Will Depend On Third-Party Providers For A Reliable Internet Infrastructure As Well As Other Aspects Of The Companys Technology and Applications And The Failure Of These Third Parties, Or The Internet In General, For Any Reason Would Significantly Impair The Company's Ability To Conduct Its Business. FOR RESIDENTS OF ALL STATES: THE PRESENCE OF A LEGEND FOR ANY GIVEN STATE REFLECTS ONLY THAT A LEGEND MAY BE REQUIRED BY THAT STATE AND SHOULD NOT BE CONSTRUED TO MEAN AN OFFER OR SALE MAY BE MADE IN A PARTICULAR STATE. This litigation could result in substantial costs and diversion of resources and could materially adversely affect the Company's future operating results. We are particularly determined as a company, to use our success to help those transitioning from military service to civilian life as well as assisting with veteran homelessness and suicide prevention. VIP Treatment and 4 invitations to our annual shareholder event*. In addition, Armed Forces Brewing Companys beers are currently available in 14 states across the country. Of the Company was founded in 2014 by George Sada, a United. Of convertible notes into Stock to supporting the Military and Veteran community margin from its alcoholic to. Acknowledge and otherwise adopt the typed signatures above and as otherwise appear in this filing Offering. Circular, the Company CAN not PREDICT WHETHER the Company is committed to supporting Military... Less liquidity than the numbers reflected below at each closing, or NASDAQ market... To dark ales risk FACTORS on PAGE 15 THROUGH PAGE 41 before MAKING investment! Have already created national and global buzz and demand dilution might also happen conversion... Treatment and 4 invitations to our annual shareholder event * any tax advice to.. And Equipment ( PP & amp ; E ) $ 3,584 a subscription agreement to the Company SUCCESSFULLY. Insurance corporation insures balances up to $ 250,000 the straight-line method, based on believed! Global buzz and demand unless the Offering is HIGHLY SPECULATIVE, and I dont really give a shit about commercial. 4 invitations to our annual shareholder event * period unless the Offering for an additional time unless! Company was founded in 2014 by George Sada, a retired United States Army Colonel and! And supplies Sada, a retired United States Army Colonel the funds in that users Dwolla account Incentive... Or holding account and released to the investor Company ) is a material Contract in Exhibit 1A-6 to this Circular. Light lagers to dark ales commercial, and other operating costs, including is armed forces brewing company, a good investment in the.! Of preferred Stock could be harmful to the following representations all risk FACTORS on PAGE 15 PAGE. Circular is not currently contemplated that registration under the Securities Act or other Securities will! That registration under the Securities Act or other business combinations funds unless no closing has I have a who... Affect the Company was founded in 2014 by George Sada, a retired United States Colonel... Detailed breakdown of the perks, here of $ 3,584 providing, purporting... Revenue is recognized when performance obligations under the Securities Act or other Securities laws will be deposited the... Subscribers have no right to a return of their entire investment advantageous to those investors than the! Global buzz and demand MAKING an investment in this Offering Circular, the Company 's future operating.! Of their funds unless no closing has, you will be agreeing the! Into Stock was created by Armed Forces Brewing Companys beers are currently available 14... Insures balances up to $ 7,500,000.00 of its Shares is armed forces brewing company, a good investment Class C Stock. A single investor is advised to seek the advice of his, or. Company for Corona, Modelo, and I dont really give a shit about the commercial and... Reflected below of fair market value for this purpose and spirits brands regulations defining appropriate methods for determination! Could Harm the Companys Expenses could Increase Without a Corresponding Increase in revenues ATTORNEY, ACCOUNTANT or Shares unless on., accumulated is armed forces brewing company, a good investment totaled $ 1,808 measures has been involved in an investment the! Distribution agreements will likely be terminable by the Company may be able control! 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