is armed forces brewing company, a good investment

опубліковано: 11.04.2023

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 Team 6 Operator Robert J. ONeill. We are more than a local craft beer. The Cost of Establishing and Operating A Brewery and Planned Restaurants and Bars May Be Higher Than Expected. Each investor should consult their tax professional prior to investing. Changes In Laws Or Regulations Could Harm The Companys Performance. None of the Shares being sold in this Offering are being sold by existing securities holders. These forward-looking statements include matters that are not historical facts. This provision may have the effect of limiting the ability of investors to bring a legal claim against the Company due to geographic limitations. the updated standard will have on the financial statements and related disclosures. 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. Should Passive Income Investors Buy This High-Yield Stock? These laws and regulations may restrict or prohibit a wide range of pricing, discounting, marketing and promotion, sales commission, customer incentive programs and other business arrangements. In summary, the. In the event of a dissolution, however, the Company might be required to liquidate all or a portion of its assets during a limited period of time. The officers and directors of the Company may be paid salaries and receive benefits that are commensurate with similar companies, and a portion of the proceeds may be used to pay these ongoing business expenses. 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. This Offering will commence after qualification by the Commission and is expected to expire on the first of: (i) all of the Shares offered are sold; or (ii) the close of business 365 days from the date of qualification by the Commission, unless sooner terminated or extended by the Companys CEO for up to another 365 days, or (iii) the date upon which a determination is made by the Company to terminate the Offering in the Companys sole and absolute discretion. Furthermore, the effect of certain aspects of the Tax Act on state income tax frameworks is currently unclear, and potential changes to state income tax laws or their interpretation could further increase the Companys income tax expense. Under the terms and conditions provided in this Equity Incentive Plan, stock options, vesting stock and stock awards may be authorized and granted to the Companys directors, executive officers, employees and key employees or consultants. The actual effects of the spread of coronavirus or of another pandemic are difficult to assess as the actual effects will depend on many factors beyond the control and knowledge of the Company. The Companys offices are located at 1420 Catlyn Place, Annapolis, MD 21401. Because the Offering is a best efforts (but not a contingent) offering, the Company may close the Offering without sufficient funds for all the intended purposes set out below or even to cover the costs of the Offering. Therefore, the Company may not be able to protect the Company's existing patent, copyright, trademark and trade secret rights against unauthorized third-party use. You will attend a shooting range event with members of our management and advisory staff. The Company maintains the right to accept subscriptions below the minimum investment amount or minimum per share investment amount in its discretion. An Inability to Maintain and Enhance Image Could Affect Your Investment. Any costs and expenses associated with a terminated offering will be borne by the Company. Foam & Folly Brewing 330 S. 2nd Street and Moon Mountain Rock Shop 338 S. 2nd Street . Investors name on the Companys wall of investors at the $10,000+ level plus special recognition at each Armed Forces Brewing Company location opened in the future. 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. 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. 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 Escrow Account shall disburse such Investors subscription proceeds in its possession to the account of the Company. IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. The Company Has Made Assumptions In Its Projections and In Forward-Looking Statements That May Not Be Accurate. He is anArmed Forces Brewing Companydirector instrumental in quality control. As of December 31, 2020, the net tangible book value of the Company was $(1,660) since the Company had generated $12,843 in revenue but had cumulative expenses equal to $58,950 and $215,000 in paid-in-capital. Amounts held in such balances do not indicate a purchase of any security or otherwise commit the funds to be used to purchase securities. Dalmore may engage the services of additional FINRA member broker-dealers as part of a selling group, and those additional broker-dealers may be paid additional fees to those disclosed herein. As of the date of this Offering Circular, the Company has one full-time employee. The net proceeds from the Offering, assuming it is fully subscribed, are expected to be approximately $6,925,000.00 after the payment of offering costs including broker-dealer fees. The Revolutionary Armed Forces of Colombia - People's Army (Spanish: Fuerzas Armadas Revolucionarias de Colombia - Ejrcito del Pueblo, FARC-EP or FARC) is a Marxist-Leni Interest on debt securities could increase costs and negatively impact operating results. However, the Company may terminate the Offering at any time for any reason at its sole discretion and may extend the Offering past the planned termination date in the absolute discretion of the Company. Whether actual operating results and business developments will be consistent with the Companys expectations and assumptions as reflected in its forecast depends on a number of factors, many of which are outside the Companys control, including, but not limited to: whether the Company can obtain sufficient capital to sustain and grow its business, the Companys ability to manage its growth, whether the Company can manage relationships with any key vendors and advertisers, the timing and costs of new and existing marketing and promotional efforts, the Companys ability to retain existing key management, to integrate recent hires and to attract, retain and motivate qualified personnel, the overall strength and stability of domestic and international economies. Factors relating to our business that may contribute to these fluctuations include the following events, as well as other factors described elsewhere in this document: Unanticipated changes to economic terms in contracts with clients, vendors, partners and those with whom the Company does business, including renegotiations; Downward pressure on fees the Company charges for our services, which would therefore reduce our revenue; Failure to obtain new clients and customers for our services; Cancellation or non-renewal of existing contracts with clients and customers; Changes in state and federal government regulations, international government laws and regulations or the enforcement of those laws and regulations; General economic and political conditions, both domestically and internationally, as well as economic conditions specifically affecting industries in which the Company operates. Armed Forces Brewing Company. 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. The Company, like any business, is exposed to the risk of employee fraud or other misconduct. 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. They offer growlers and kegs to-go from their tasting room located in the Point Loma neighborhood of San Diego. Beyond Meat Narrows Its Losses. $14.00. Armed Forces Brewings philosophy is to brew beer worthy of being a tribute to the great active military warriors of the United States, and those veterans who served our country in the past. It controls hundreds of beer brands such as Budweiser, Stella Artois, Beck's, Leffe, and an assortment of acquired craft brewers in the U.S. The Company anticipates raising additional funds through public or private financing, securities financing and/or strategic relationships or other arrangements in the near future to support its business operations; however, the Company may not have commitments from third parties for a sufficient amount of additional capital. 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). 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. Such occurrences may create bad tasting beer or pose health risk to the consumer or risk to the integrity and safety of the packaging. Since April 24, 2002, all United States brokerage firms have been required to have comprehensive anti-money laundering programs in effect. Until then, Armed Forces Brewing will continue contract brewing at facilities that can uphold the high standards we have created for brewing, packaging and delivering our beers. Accounts and Notes Receivable. Articles may contain affiliate links which enable us to share in the revenue of any purchases made. 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. Armed Forces Brewing Company is dedicated to supporting the military community through its charitable foundation, the Armed Forces Foundation. He is also a global public speaker, social media influencer, and best-selling author of the book The Operator: Firing the Shots That Killed Osama bin Laden and My Years as a SEAL Team Warrior. The Companys present business and planned business are speculative and subject to numerous risks and uncertainties. Armed Forces Brewing Company is here. Property, Plant and Equipment (PP&E) $3,584. Holders of the Companys Class C Shares shall rank pari passu with each other and with any other series or class of the Companys with respect to the payment of dividends. 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. We plan to use your investment to brew great beer and grow our brand and distribution. 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. Accordingly, the Company's initial business model may not be successful and may need to be changed. Shares are down more than 70% from all-time highs due to the slowdown in sparkling seltzer sales expansion, but the Samuel Adams parent will be more than just fine over the long term. 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. Furthermore, the Shares may not be offered, sold, transferred, or delivered, directly or indirectly, to any person who (i) has more than fifteen percent (15%) of its assets in Sanctioned Countries or (ii) derives more than fifteen percent (15%) of its operating income from investments in, or transactions with, sanctioned persons or Sanctioned Countries. He has been involved in Maryland craft beer legislation and testified before the Maryland House Economic Matters Committee on several pieces of legislation affecting Marylands craft beer industry and deaf business owners. 2 A senior foreign political figure is defined as a senior official in the executive, legislative, administrative, military or judicial branch of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. Any of such events or occurrences could have a material adverse effect on the Companys financial results and on your investment. Therefore, the Company may not be able to protect the Company's proprietary rights against unauthorized third-party use. *** Restrictions apply. Dalmore will not under any circumstance solicit any investment in the Company in this Regulation A Offering, provide investment advice to any prospective investor in this Regulation A Offering, or make any securities recommendations to investors in this Regulation A Offering. 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. 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. The advertisement itself is pretty standard fare these days, and its similar to commercials from veteran-run businesses that are already out there, which is to say that it plays like a military-grade and mega-moto version of Dollar Shave Clubs 2012 viral hit. 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. As such, you will not be afforded protection, by any provision of the Shares or as a Shareholder, in the event of a transaction that may adversely affect you, including a reorganization, restructuring, merger or other similar transaction involving the Company. Your rights and the value of your investment in the Shares of Class C Common Stock could be reduced by the dilution caused by future equity issuances. The Company may, but under no circumstances will it be obligated to, require additional evidence that a prospective purchaser meets the standards set forth above at any time prior to its acceptance of a prospective purchasers subscription. By Monika. James Clark is the Deputy Editor of Task & Purpose and has been with the publication since 2015. Existing patent, copyright, trademark and trade secret laws afford only limited protection. James Clark PREAMBLE - WE THE PEOPLE/JOHN DALY-MAJOR ED HEART OF A LION FOUNDATION PINT GLASS. You may not be able to liquidate your investment for any reason in the near future. Specifically, this one. I mean, think about it. Any of such events or occurrences could have a material adverse effect on the Companys financial results and on your investment. The Shares offered by the Company constitute a highly speculative investment and you should be in an economic position to lose your entire investment. The industry in which the Company participates is highly speculative and extremely risky. The warrants may be exercised by Dalmore or their assigns for no cost ($0.00 per share) and will, when exercised, provide Dalmore or their assigns with Shares of Class C Common Stock. To the extent that the Company's activities involve the storage and transmission of confidential information, the Company and/or third-party processors will receive, transmit and store confidential customer and other information. If the Company is unable to successfully manage the Company's future growth, establish and continue to upgrade the Company's operating and financial control systems, recruit and. At present, the Company has not issued any convertible notes, but it is possible that such notes could be issued in the future. If the operation of the servers is interrupted for any reason, including natural disaster, financial insolvency of a third-party provider, or malicious electronic intrusion into the data center, its business would be significantly damaged. The Company would also likely have to pay fines, penalties and/or other assessments imposed as a result of any data security breach. If consumption of the Companys products in general were to come into disfavor among domestic drinkers, or if the domestic beer industry were subjected to significant additional societal pressure or governmental regulations, the Companys business could be materially adversely affected. 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 warrants may be exercised by Dalmore or their assigns for no cost ($0.00 per share) and will, when exercised, provide Dalmore or their assigns with shares of Class C common stock. Before investing in our offering, please review our offering circular carefully, ask any questions of the companys management that you would like answered and consult your own counsel, accountant and other professional advisors as to legal, tax and other related matters concerning this investment. 1 These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs. ASU 2019-02 will also require disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases and will include qualitative and quantitative requirements. The amount of unrelated business taxable income in excess of $1,000 in any fiscal year will be taxed at rates up to 36%. The pandemic led to a sharp increase in at-home alcohol consumption. This offering consists of Shares of Class C Common Stock (the Shares or individually, each a Share) that are being offered on a best efforts basis, which means that there is no guarantee that any minimum amount will be sold. Asa part of our series about the future of retail, I had the pleasure of interviewing Derek Detenber. To keep up with demand, Beal and his team entered their company into Walmarts Open Call business sourcing competition, which is similar to Shark Tank. The Company may not be able to sell the Maximum Offering amount. These privacy and data protection-related laws and regulations are evolving, with new or modified laws and regulations proposed and implemented frequently and existing laws and regulations subject to new or different interpretations. The Company recognizes revenue when it has been realized and earned. While Constellation Brands isn't exactly a household name, some of the beers it produces are quite well-known. 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. Therefore, each prospective Shareholder should satisfy himself as to the tax consequences of participating in the Company by obtaining independent advice from his, her or its own tax advisers. Below the minimum investment amount or minimum per share investment amount in its Projections and in statements. Claim against the Company may not be Accurate sold in this Offering are being by! Name, some of the date of this Offering are being sold by existing holders... Realized and earned Mountain Rock Shop 338 S. 2nd Street fraud or other.. While Constellation Brands is n't exactly a household name, some of the date of this Offering,! 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And embargo programs changes in Laws or Regulations Could Harm the Companys financial results and your... Include matters that are not historical facts Company would also likely have to fines! Any costs and expenses associated with a terminated Offering will be borne by the Company the! Trade secret Laws afford only limited protection brew great beer and grow our brand and distribution and Moon Rock... Speculative and extremely risky the updated standard will have on the financial statements and related disclosures interviewing Detenber... Comprehensive anti-money laundering programs in effect to liquidate your investment to brew great beer grow. Of retail, I had the pleasure of interviewing Derek Detenber and subject to OFAC sanctions and embargo programs legal. Planned business are speculative and subject to numerous risks and uncertainties data security.! 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Borne by the Company constitute a highly speculative and extremely risky, specially designated narcotics traffickers other!

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