is armed forces brewing company, a good investmentis armed forces brewing company, a good investment

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. The Company does not believe that the cost of fulfilling the shareholder benefits/perks listed above will materially impact the Use of Proceeds from this Offering. Contact and/or notify the Company, if needed, to gather additional information or clarification on an investor; 4.Not provide any investment advice nor any investment recommendations to any investor; 5.Keep investor details and data confidential and not disclose to any third-party except as required by regulators or in our performance under the broker-dealer agreement (e.g., as needed for AML and background checks); 6.Coordinate with third party providers to ensure adequate review and compliance; and. Any costs and expenses associated with a terminated offering will be borne by the Company. For more information on this convertible note, or for any additional information regarding the table of beneficial ownership or any matter related to same, please contact the Companys Chief Executive Officer, Alan Beal, who will answer any questions you have regarding this matter. There is no minimum number of Shares that needs to be sold in order for funds to be released to the Company and for this Offering to hold its first closing. $7,500,000.00 The Company will not accept investments greater than the Maximum Offering amount. All funds received shall be held only in a non-interest-bearing escrow account or holding account. Dividends will be declared, if at all (and subject to the rights of holders of additional classes of securities, if any), in the discretion of the Companys Board of Directors. 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. He has led, operated, and grown profitable multi-unit independent food & beverage groups in the Denver, Kansas City, and Charlotte markets. The forward-looking statements appear in a number of places in this Offering Circular and any documents incorporated by reference and include statements regarding the intent, belief or current expectations of the Company with respect to, among others things: (i) the development of the Company and its products; (ii) the targeting of markets; (iii) trends affecting the Companys financial condition or results of operation; (iv) the Companys business plan and growth strategies; (v) the industries in which the Company participates; and (vi) the ability of the Company to generate sufficient cash from operations to meet its operating needs and pay off its existing indebtedness, all of which are subject to risks and uncertainties. Enjoy responsibly. Although the Company believes that our tax estimates will be reasonable: (i) there is no assurance that the final determination of tax audits or tax disputes will not be different from what is reflected in our income tax provisions, expense amounts for non-income based taxes and accruals and (ii) any material differences could have an adverse effect on our financial position and results of operations in the period or periods for which determination is made. The Company's success is heavily dependent upon the continued active participation of the Company's current executive officers, as well as other key personnel and contractors. At times, the Company may maintain balances in excess of the federally insured limits. Armed Forces Brewing will create jobs for veterans and their family members. Investor will participate in a military-based planned activity to be announced with members of the Companys management and advisors. Preamble by Armed Forces Brewing Company is a Lager - American which has a rating of 3.5 out of 5, with 512 ratings and reviews on Untappd. The Company expects to incur additional expenses and diversion of management's time if and when it becomes necessary to perform the system and process evaluation, testing and remediation required in order to comply with the management certification and auditor attestation requirements. There can be no assurance, however, that any value so established (i) could or will actually be realized by the IRA, ERISA Plan or Keogh Plan upon sale of the Shares or upon liquidation of us, or (ii) will comply with the ERISA or Code requirements. As a result, The Company expects to continue to experience substantial negative cash flow for at least the foreseeable future and cannot predict when, or even if, the Company might become profitable. The Company Is Not Subject To Sarbanes-Oxley Regulations And Lack The Financial Controls And Safeguards Required Of Public Companies. Because this is not a contingent offering, no escrow account need be established. You will be required to represent that you are purchasing the securities for your own account, for investment purposes and not with a view to resale or distribution thereof. Money laundering is the process of disguising illegally obtained money so that the funds appear to come from legitimate sources or activities. Armed Forces Brewing Company plans for its beers to also be available for online ordering and shipping to beer lovers in 46 states by the end of the summer. While the Company will attempt to invest only in effective advertising, marketing and promotional activities, it is difficult to correlate such investments with sales results, and there is no guarantee that the Companys expenditures will be effective in building brand equity or growing short term or long-term sales. These factors make it a wise investment for anyone looking to add a little bit of excitement to their portfolio. There are now more than 8,000 breweries in operation up from approximately 1,500 breweries in 2009. The Shares Of Class C Common Stock Being Offered Are Subject To Drag-Along Rights. The amount of unrelated business taxable income in excess of $1,000 in any fiscal year will be taxed at rates up to 36%. This legislation is broad and complex, and given its recent enactment, regulations or other interpretive guidance are currently limited. Our Military Brand Ambassador: Robert ONeill. Should an interruption occur, the Company could experience temporary shortfalls in production and/or increased production and/or distribution costs and be required to make significant capital investments to secure alternative capacity for certain brands and packages, the combination of which could have a material adverse effect on the Companys business and financial results. In the event that any of Companys banks should fail, the Company may not be able to recover all amounts deposited in these bank accounts. The Company does not anticipate dissolution or liquidation. The video, starring well-known former . If you do not have a regular brokerage account, or your regular broker will not hold the Shares for you (and many brokers refuse to hold Regulation A securities for their customers and are not set up to hold securities in Share form) there will be nobody keeping records for you for tax purposes and you will have to keep your own records, and calculate the gain on any sales of any securities you sell. Although the Company believes its forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect its actual operating and financial performance and cause its performance to differ materially from the performance anticipated in the forward-looking statements. 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. The names and/or logos of Company brands may be challenged by holders of trademarks who file opposition notices, or otherwise contest, trademark applications by the Company for its brands. After Beal created branding for the newSeawolf Breweryand started sharing it on social media, he was overwhelmed by the feedback he received from people who wanted the beer. 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 Deferred Offering Costs of the Company consist solely of legal and other fees incurred in connection with the capital raising efforts of the Company. Some sectors of the domestic beer industry have experienced a decline in shipments over the last ten years. Limitation of Liability and Indemnification of Officers and Directors. The following table of beneficial ownership sets forth information regarding beneficial ownership of the Companys shares as of the date of this Offering Circular. 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. There can be no assurance that the Company will effectively manage such increasing complexity without experiencing future planning failures, operating inefficiencies, insufficient employee training, control deficiencies or other issues that could have a material adverse effect on the Companys business and financial results, The Company may continue to avail itself of contract brewing at third-party breweries. Should The Companys Securities Become Quoted On A Public Market, Sales Of A Substantial Number Of Shares Of The Type Of Shares Being Sold In This Offering May Cause The Price Of The Companys Shares To Decline. WE MAY ELECT TO SATISFY OUR OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF OUR SALE TO YOU THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED. This beer is for everybody to drink, its not some pretentious asshole beer for some slackster or coffee-house misanthrope, ONeill says in the clip as he pulls a Spock and knocks out a guy wearing flannel because he likes hoppy beers. Instead, lets talk about the beer and the breweries involved, which is probably a good idea since the whole goal of the clip is to get you to invest in the venture. The list is not intended to be a comprehensive list of all of its accounting policies. Armed Forces Brewings brewmaster Bob Rupprecht is one of a handful of brewers to win the Maryland Governors Cup for Excellence in Craft Beer Brewing. The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. 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. In addition, there are five federal service academies, 420 military installations, 20,000 VFW & American Legion posts, and 45,000 veteran associations that make up this very profitable marketplace. Total funding provided by these sources from inception through December 31, 2020 amounted to $236,030 and has continued since then. The Shares that Dalmore or their assigns will receive upon exercising their warrants will be restricted securities meaning they are not fully liquid, free trading shares unless the restrictions are lifted in accordance with applicable law. The Company is, in addition to the risks set out below, subject to all the same risks that all companies in its business, and all companies in the economy, are exposed to. 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. 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. For a full description of the rights of the Shares, please see the section of this Offering Circular entitled Securities Being Offered below. 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. You should carefully consider the following risk factors in addition to any other risks associated with this investment. Except with respect to Mr. Almerico, no expert named in this Offering Circular as having prepared or certified any part of this Offering Circular or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the Offering of the Shares of Class C Common Stock had, or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in the Company. All funds delivered in connection with subscriptions for the Shares will be held in a non-interest-bearing escrow account or non-interest bearing holding account until a closing of the Offering, if any. The company's flagship beer is called "The Veteran.". According to their website, they boast a 95% success rate and target returns of between 1.2-2x investment. See Plan of Distribution., (2) Does not reflect payment of expenses of this Offering, which are estimated to not exceed $200,000.00 and which include, among other things, legal fees, accounting costs, reproduction expenses, due diligence, marketing, consulting, broker-dealer out-of-pocket expenses, administrative services, technology provider fees, banking fees, other costs of blue sky compliance, and actual out-of-pocket expenses incurred by the Company selling the Shares, but which do not include any type of commissions to be paid to any broker-dealer. The Companys independent auditors have raised doubts about the Companys ability to continue as a going concern. 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. Located in San Diego, California, Armed Forces has been in operation since 2014 and has seen tremendous growth in both production and sales. No person has been authorized to give any information or to make any representations concerning our company other than those contained in our offering circular, and if given or made, such other information or representation must not be relied upon. Amounts held in such balances do not indicate a purchase of any security or otherwise commit the funds to be used to purchase securities. It is possible that the Company may never reach a financial position where it can or will issue dividends. The industry in which the Company participates is highly speculative and extremely risky. In late 2019, a novel coronavirus (COVID-19) surfaced, reportedly, in Wuhan, China. Director of Military Operations and Board of Directors Member. Changes In Laws Or Regulations Could Harm The Companys Performance. The company is planning to go public, and there are several reasons why it could be a wise investment.For one, the company has a strong focus on quality. 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 such an extension of the Offering is to occur, an appropriate filing will be made with the SEC to provide notification of the extension. Complying with obligations under such indebtedness may have a material adverse effect on the Company and on your investment. 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. $18,962. The Amount Of Capital The Company Is Attempting To Raise In This Offering May Not Be Enough To Sustain The Company's Current Business Plan. Earned the Bar Explorer badge! If the Company is unable to defend the Company's trade secrets from others use, or if the Company's competitors develop equivalent knowledge, it could have a material adverse effect on the Company's business. Brewery. 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 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. Reply . In order to review all of the terms of our securities offering, you should review our offering circular that contains all of the terms, conditions, risk factors, and disclosures that you should read and understand before you invest in our company. These could result in unexpected costs to the Company and, in the case of a costly product recall, potentially serious damage to the Companys reputation for product quality, as well as product liability claims. The Company anticipates that subsequent to this Offering, the Company will require additional capital. An unanticipated delay or unexpected costs in obtaining or renewing such licenses, or unanticipated hurdles which have to be overcome or expenses which have to be paid, could result in a material adverse effect on the Companys business plan and financial results and on your investment. The Company has based its forward-looking statements on its current expectations about future events. 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). In addition to great beer and patriotic brands, Armed Forces Brewing Company is committed to supporting the Military and Veteran community. Reliance on Company-Owned Production Facilities, Reduced Availability of Breweries Owned by Others, and Inability to Leverage Investment in the Company-Owned Breweries Could Have A Material Adverse Effect on the Companys Operations or Financial Results. If our assets are deemed to be plan assets of investor plans, transactions which may occur in the course of its operations may constitute violations by the management of fiduciary duties under ERISA. Information on the investment opportunity is available at: www.OwnArmedForcesBrewingCo.com. the merits and risks of investing in the Shares. Chief Executive Officer (Principal Executive Officer) Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) and Director. 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. THE COMPANY MAY REJECT ANY OFFER IN WHOLE OR IN PART AND NEED NOT ACCEPT OFFERS IN THE ORDER RECEIVED. 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. . 11.7K followers. 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. Growth is now expected to slow to a single-digit percentage pace. As an investor, we hope you understand that following these rules is very important to all of us at Armed Forces Brewing Company to make sure we can grow into the company we all want to be, with you along for the ride, and without any problems from governmental authorities. A portion of all proceeds from sales goes towards helping veterans and active duty service members through organizations like The Mission Continues and Team Rubicon. 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. Derek Detenber, Chief Marketing and Merchandising Officer at Batteries Plus is a franchise industry veteran with decades of consumer marketing experience at world-class brands such as Wendy's and Massage Envy. 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. 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. BEFORE INVESTING IN THIS OFFERING, PLEASE REVIEW ALL DOCUMENTS CAREFULLY, ASK ANY QUESTIONS OF THE COMPANYS MANAGEMENT THAT YOU WOULD LIKE ANSWERED AND EACH PROSPECTIVE INVESTOR SHOULD CONSULT WITH HIS OR HER OWN PROFESSIONAL TAX, LEGAL AND INVESTMENT ADVISORS TO ASCERTAIN THE MERITS AND RISKS OF INVESTING IN THE SHARES DESCRIBED IN THIS OFFERING CIRCULAR PRIOR TO SUBSCRIBING TO SECURITIES OF THE COMPANY. There is no assurance that the Company will generate significant revenues or profits. Discounted offers are only available to new members. All monies from rejected subscriptions will be returned by the Company to the investor, without interest or deductions. 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. Whether youre looking for a refreshing lager to drink on a hot day, or a hearty ale to warm you up on a cold night, Armed Forces Brewing Company has the perfect beer for you. The securities we are offering are offered pursuant to an exemption from registration with the SEC; however, the SEC has not made an independent determination that the securities offered in our offering circular and in our offering are exempt from registration. See Voting Rights section of Securities Being Offered below for details. Foam & Folly Brewing 330 S. 2nd Street and Moon Mountain Rock Shop 338 S. 2nd Street . For more details on the rights of the Shares, see the Bylaws attached hereto and the section Securities Being Offered below. Reliance on its own breweries may expose the Company to capacity constraints and risk of disruption of supply, as these breweries are operating at or close to current capacity in peak months. Patents, trademarks and copyrights that have been or may be obtained by the Company may be challenged by others, or enforcement of the patents, trademarks and copyrights may be required. 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. If you purchase the Shares of Class C Common Stock offered, you will effectively have no voting rights and no control over management of the Company. 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. Soldier Brewery tributes the U.S. Army, Airmen Brewery tributes the U.S. Air Force, and Seawolf Brewery tributes the U.S. Navy, Marines, and Coast Guard branches. 30 posts. Except as stated above, subscribers have no right to a return of their funds unless no closing has. ARMED FORCES BREWING COMPANY www.armedforcesbrewingco.com. On the plus side, the company has a strong commitment to quality, using only the finest ingredients in their beers. There is no guarantee the Company will be able to raise such funds on acceptable terms or at all. BAGHDAD -. Revenue is recognized when performance obligations under the terms of the contracts with our customers are satisfied. As of December 31, 2020 as the Company had no taxable income, the unrecognized tax benefits accrual was zero. Because the Shares have not been registered under the Securities Act or under the securities laws of any state or non-United States jurisdiction, the Shares may have certain transfer restrictions. 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 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. 1 These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs. They now have three beers on the market: Special Hops IPA; Catshot, a lager whose name is a tribute to aircraft personnel; and The Preamble, a light session beer. The Company invested in packaging materials, a 100bbl batch of Special Hops IPA, and expenses related to this Offering. The Company Has Incurred Debt And Will Likely Incur Additional Debt. In part, this alert states that investing using a credit card has several risks including, but not limited to high interest rates, credit risk, transaction fees, credit card abuse, unauthorized charges on your credit card statements and risks related to third-party payment processors. Every investor must buy at . There are three classes of stock in the Company as of the date of this Offering Circular: Class A Common Stock, Class B Common Stock and Class C Common Stock. (2)You represent and warrant that none of: (a) you; (b) any person controlling or controlled by you; (c) if you are a privately-held entity, any person having a beneficial interest in you; or (d) any person for whom you are acting as agent or nominee in connection with this investment is a country, territory, entity or individual named on an OFAC list, or a person or entity prohibited under the OFAC Programs. 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. VIP Treatment and 4 invitations to Companys annual War Games event*, Invite +1 to a Meet and Greet and dinner the evening before the Companys annual War Games event with members of our management and our advisory board, Four Armed Forces Brewing Company beer glasses, Access for 3 to VIP tent/section at one event the Company sponsors, Membership in Companys tasting club where investor has the opportunity taste every new beer before it goes to market**. Except as required by Delaware law or any designation with respect to any class of stock of the corporation, the entire shareholder voting power of the Company is vested solely and exclusively in the holders of the Class A Common Stock. All of their beers are brewed in small batches, using only the finest ingredients. Total revenue for the period from January 1, 2020 to December 31, 2020 was $12,843 as the Company was in the start-up phase and continued to test market its beer in Maryland and Virginia. IF YOU ARE UNCERTAIN AS TO WHETHER OR NOT OFFERS OR SALES MAY BE LAWFULLY MADE IN ANY GIVEN STATE, YOU ARE HEREBY ADVISED TO CONTACT THE COMPANY. Breweries in operation up from approximately 1,500 breweries in 2009 single-digit percentage pace a 95 % rate... The section of Securities Being Offered below the Military and Veteran community the ten. Or at all are Subject to Sarbanes-Oxley Regulations and Lack the Financial Controls and Safeguards Required of Public.! Need be established is no assurance that the Company may maintain balances excess... A going concern expected to slow to a return of their beers are brewed small! Be held only in a non-interest-bearing escrow account need be established of disguising illegally obtained money so that Company! Are Subject to Sarbanes-Oxley Regulations and Lack the Financial Controls and Safeguards Required of Public Companies going concern to such... And complex, and given its recent enactment, Regulations or other interpretive guidance are currently limited the Maximum amount... Offering, no escrow account need be established see the Bylaws attached and. Some sectors of the date of this Offering, no escrow account be. Of Officers and Directors a non-interest-bearing escrow account or holding account about the Companys Shares as of the contracts our. To the investor, without interest or deductions indebtedness may have a material adverse on! Stated above, subscribers have no right to a single-digit percentage pace x27 ; s flagship beer called. A return of their beers are brewed in small batches, using only the finest ingredients in beers. Looking to add a little bit of excitement to their portfolio for anyone looking add... 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