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Evans Brewing Co Inc. – ‘S-4’ on 1/30/15

On:  Friday, 1/30/15, at 9:29am ET   ·   Accession #:  1262463-15-51   ·   File #:  333-201771

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/30/15  Evans Brewing Co Inc.             S-4                    7:5.5M                                   Bollman Trisha M/FA

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a              HTML    704K 
                          Business-Combination Transaction                       
 2: EX-3        Exhibit 3.4                                         HTML      5K 
 3: EX-3        Exhibit 3.5                                         HTML      6K 
 4: EX-23       Exhibit 23.1                                        HTML      7K 
 5: EX-23       Exhibit 23.2                                        HTML      6K 
 6: EX-99       Exhibit 99.1                                        HTML     14K 
 7: EX-99       Exhibit 99.2                                        HTML     15K 

As filed with the Securities and Exchange Commission on January 29, 2015

Registration No. 333-__________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

EVANS BREWING COMPANY INC.

(Exact name of registrant as specified in its charter)

2000 Main St

Santa Ana, CA 92619

(949) 442 7565

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Michael J. Rapport

Evans Brewing Company Inc.

2000 Main St

Irvine, CA 92619

(949) 442 7565

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

C. Parkinson Lloyd, Esq.

Kirton | McConkie

50 East South Temple Street, Suite 400

Salt Lake City, UT 84111

(801) 328-3600

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and upon completion of the mergers.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:  ¨

1

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ¨

CALCULATION OF REGISTRATION FEE

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Information contained herein is subject to completion or amendment. A registration statement relating to the Evans Brewing Company Common Stock to be issued in the proposed asset purchase transaction and in connection with the proposed share exchange with the Bayhawk Ales Inc. stockholders has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This proxy statement/prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

PRELIMINARY PROXY STATEMENT/PROSPECTUS

DATED JANUARY _____, 2015, SUBJECT TO COMPLETION

PRELIMINARY COPY

ASSET PURCHASE TRANSACTION AND SHARE EXCHANGE PROPOSED—YOUR VOTE IS VERY IMPORTANT

Dear Shareholders:

Each of the boards of directors of Evans Brewing Company Inc., a Delaware corporation (“EBC”), and Bayhawk Ales Inc., a Delaware corporation (“Bayhawk”) has approved an asset purchase and share exchange agreement, whereby EBC will purchase the assets of Bayhawk, and will issue shares of EBC’s common stock in exchange for the outstanding shares of Bayhawk common stock.

EBC and Bayhawk entered into an Asset Purchase and Share Exchange Agreement (the “Agreement”) on October 15, 2014, conditioned on receiving approval of a majority of the independent shareholders of Bayhawk. Subject to shareholder approvals and certain other customary closing conditions, EBC and Bayhawk will combine their businesses through the acquisition by EBC of the assets of Bayhawk (the “Asset Purchase Transaction”). Additionally, EBC is offering to exchange one share of EBC common stock for each one (1) share of Bayhawk common stock, in a share exchange transaction (the “Share Exchange”), pursuant to which Bayhawk will become a subsidiary of EBC, following which, EBC management anticipates that any remaining business of Bayhawk will be wound up, and EBC will be the survivor company going forward.

The purpose of the Share Exchange is to provide all Bayhawk shareholders with an opportunity to have liquidity in their investment, through the ownership of EBC common stock. Although there was no market for the EBC common stock as of the date of this proxy statement/registration statement, EBC management plans to enter into an agreement and a develop a relationship with a market maker to submit an application to FINRA for listing EBC’s common stock with the OTC Bulletin Board or the OTC Markets. Providing a public market for the Bayhawk shareholders fulfills the plan which the Bayhawk Board of Directors proposed late last year and which was ratified by a vote to replace the former Board of Directors. In the view of Bayhawk’s management, all other efforts to retain Bayhawk in its current form have been reviewed, attempted, but none have succeeded. Bayhawk management believes that there was no possible way to have the shares in Bayhawk be publicly traded after 15 or more years failing to properly file documents with the Securities and Exchange Commission (“SEC”).

If the Asset Purchase Transaction and Share Exchange transactions are completed, Bayhawk shareholders will receive one (1) share of EBC common stock for each one (1) share of Bayhawk common stock. This exchange ratio is fixed and will not be adjusted to reflect stock price changes prior to the closing. Bayhawk shareholders who participate in the Share Exchange will not continue to own their existing Bayhawk shares, and all shares of Bayhawk common stock tendered in the Share Exchange will be returned to Bayhawk by EBC for cancellation. The value of the EBC shares to be received in exchange for each one (1) share of Bayhawk common stock will be equal to the value of the shares in Bayhawk. EBC is a shell corporation that will become the surviving entity and will continue on with the former business of Bayhawk. As of the date of the proxy statement/registration statement, the EBC shares have little or no market value. Additionally, there is no market value at this time for the shares of Bayhawk common stock. Bayhawk and EBC management believe that there will be market value to the shares of EBC once trading is approved by the SEC. As noted, as of the date of this proxy statement/Registration Statement, there was no market for EBC’s common stock, although EBC management plans to enter into negotiations with a market maker and work to create a public market for EBC’s common stock.

Your vote is very important. The Asset Purchase Transaction cannot be completed unless a majority of the Independent Shares (i.e. shares not held by Bayhawk’s majority shareholder, The Michael J. Rapport Trust or by Evan Rapport, who is an officer of EBC and the son of Michael Rapport) that actually vote on the Asset Purchase Transaction proposal approve the entry by Bayhawk into the Asset Purchase Transaction. Additionally, EBC and Bayhawk believe it to be in the best interests of the Bayhawk Shareholders to approve the Agreement and to tender their shares for the Share Exchange. (As of the date of this Registration Statement, EBC had six shareholders, who had approved of the entry by EBC into the Agreement.) Bayhawk is seeking the approval from the Bayhawk shareholders by written consent to vote on the proposals necessary to complete the Asset Purchase Transaction and the Share Exchange. Information about the Asset Purchase Transaction, the Share Exchange, and the other business to be considered by shareholders in the written consent is contained in this proxy statement/registration statement. We urge you to read this proxy statement/registration statement carefully. You should also carefully consider the risks that are described in the “Risk Factors” section beginning on page 19.

Please submit your written consent as soon as possible to make sure that your shares are voted in connection with the proposals presented herein.

The Bayhawk Board of Directors recommends that Bayhawk shareholders vote “FOR” the entry by Bayhawk into the Asset Purchase Transaction, and that they tender their shares in connection with the Share Exchange proposal.

The EBC board of directors has recommended that its shareholders vote “FOR” the entry by EBC into the Asset Purchase Transaction, and “FOR” the Share Exchange proposal. As noted above, the shareholders of EBC have approved the entry by EBC into the Asset Purchase Transaction and the Share Exchange proposal.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the asset purchase acquisition or the share exchange or the other transactions described in this proxy statement/registration statement or the securities to be issued in connection with the Share Exchange or determined if this proxy statement/registration statement is accurate or complete. Any representation to the contrary is a criminal offense.

This proxy statement/registration statement is dated [            ], 2015, and is first being mailed to shareholders of Bayhawk on or about [            ], 2015.

NOTICE OF PROPOSED ACTION BY WRITTEN CONSENT

To the Shareholders:

Included in this Registration Statement/Proxy is a Proxy Statement which solicits the written consent of the shareholders of Bayhawk Ales Inc., a Delaware corporation (“Bayhawk”), to authorize and approve the entry by Bayhawk into that certain Asset Purchase and Share Exchange Agreement (the “Agreement”), whereby Bayhawk will sell substantially all of its assets, as well as its liabilities, to Evans Brewing Company Inc. (“EBC”), a public reporting company that plans to use the assets. Additionally, Bayhawk solicits the written consent of the Bayhawk shareholders to approve the entry by Bayhawk into a Share Exchange transaction, whereby all Bayhawk shareholders who approve the transaction and tender their Bayhawk shares will receive one (1) share of EBC common stock (collectively, the “Exchange Shares”) for every one share of Bayhawk common stock held as of the record date. The terms of the Agreement are described in detail in the attached Proxy Statement.

The specific proposal to be presented to and voted on by the shareholders of Bayhawk is as follows:

Attached to the Proxy Statement/Registration Statement as Appendix A is the shareholder consent resolution (the “Consent Resolution”), which provides for authorization and approval of the entry by Bayhawk into the Agreement. The procedure for indicating authorization and approval of the entry by Bayhawk into the Agreement is described in detail in the attached Proxy Statement.

Also attached to the Proxy Statement/Registration Statement as Appendix B is the Share Exchange Election Form, where you can indicate your choice of whether or not to participate in the Share Exchange, and which explains the procedure for Bayhawk Shareholders to tender their Bayhawk shares to receive shares of EBC common stock.

The Boards of Directors of both EBC and Bayhawk have set as a specific condition for the closing of the Asset Purchase Transaction the approval of the holders of at least a majority of the Independent Shares (i.e. shares not held by Bayhawk’s majority shareholder, The Michael J. Rapport Trust or by Evan Rapport, who is an officer of EBC and the son of Michael Rapport) that actually vote on the Asset Purchase Transaction proposal. The Consent Period, the period during which the Bayhawk shareholders may tender their votes either for or against the Asset Purchase Transaction runs from the date on which Bayhawk mails the definitive proxy materials to its shareholders, and ends on the 31^st day following the mailing date. During the Consent Period, Bayhawk management will work with its Transfer Agent to track the written consents received. The Transfer Agent will tally the votes, and will provide updates to Bayhawk during the Consent Period. At the closing of the Consent Period, if the holders of at least a majority of the Independent Shares vote in favor of the Asset Purchase Transaction, the Asset Purchase Transaction shall be deemed to have been approved by Bayhawk's shareholders, and EBC and Bayhawk will close the Asset Purchase Transaction as soon thereafter as possible. EBC will provide additional information about the closing to the public in its publicly filed reports, and Bayhawk will then provide notice to each of Bayhawk's shareholders who did not provide written consent authorizing and approving the Asset Purchase Transaction of the taking of the action by written consent of the shareholders. No meeting will be held to vote on this corporate action.

With respect to the Share Exchange, EBC will accept written consents from Bayhawk shareholders through the date which is ninety (90) days from the date the registration statement/proxy is mailed to the Bayhawk shareholders (the “Exchange Period”). Following the Exchange Period, EBC shall terminate the Share Exchange, and any Bayhawk shareholder who does not tender his or her Bayhawk shares will not be entitled to participate in the Share Exchange. Please Note: EBC will instruct its transfer agent to issue the Exchange Shares to each Bayhawk shareholder who tenders his or her shares in connection with the Share Exchange. In other words, there is no minimum number of shares that must participate in the Share Exchange before EBC’s transfer agent will commence issuing the Exchange Shares to the Bayhawk shareholders.

You are requested to fill out, date, sign and return the enclosed Consent Resolution Signature Page, which are solicited by the Board of Directors of Bayhawk as described in the accompanying Proxy Statement. Your consent is important. Please sign and date the enclosed Consent Resolution Signature Page and return them promptly in the enclosed return envelope. The return envelope requires no postage if mailed in the United States. If mailed elsewhere, foreign postage must be affixed. PLEASE NOTE: Your consents, as evidenced by your signing and returning the Consent Resolution Signature Page are irrevocable once they are received by Bayhawk's Registrar and Transfer Agent as explained in the Proxy Statement.

The Bayhawk Board of Directors has unanimously approved the Asset Purchase Transaction and the Share Exchange and the transactions contemplated thereby, and recommended that you vote “FOR” the entry by Bayhawk into the Asset Purchase Transaction, and that you tender your shares in connection with the Share Exchange.

By Order of the Board of Directors,

Chairman Board of Directors

Bayhawk Ales, Inc.

January ___, 2015

ADDITIONAL INFORMATION

If you would like additional information about Bayhawk Ales, Inc., or Evenas Brewing Co. Inc., you may contact the Companies directly and request them in writing, by email or by telephone from EBC or Bayhawk at their respective addresses and telephone numbers listed below.

In addition, if you have questions about the Asset Purchase Transaction, the Share Exchange, or the proposed action by written consent of Bayhawk shareholders, or if you need to obtain copies of the accompanying proxy statement/registration statement, written consent forms, or election forms referenced in the proxy statement/registration statement, you may contact the appropriate contact listed below. You will not be charged for any of the documents you request.

Bayhawk Ales, Inc.

3815 S. Main St. Santa Ana, CA 92707

Attention: Mike Rapport

Telephone: 714-708-0082

Email:mike@evanslager.com

 To obtain timely delivery of these documents before the closing of the Asset Purchase Transaction, you must request the information no later than ___________________, 2015.

To learn where you may obtain additional information, see “Where You Can Find More Information” beginning on page II-2 of the accompanying proxy statement/registration statement.

TO THE BAYHAWK SHAREHOLDERS:

YOUR VOTE IS IMPORTANT

You may vote your shares by returning the attached written consent form. We encourage you to fill out and return the written consent form as soon as possible. We strongly encourage you to vote.

Notes:

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE TRANSACTIONS AND THE BAYHAWK WRITTEN CONSENT SOLICITATION.

The following are answers to certain questions that you may have regarding the Asset Purchase Transaction and the Share Exchange, and the Bayhawk written consent resolutions. We urge you to read carefully the remainder of this document because the information in this section may not provide all of the information that might be important to you in determining how to vote. Additional important information is also contained in the Annexes to this document.

Q: WHAT ARE THE PROPOSED TRANSACTIONS ON WHICH I AM BEING ASKED TO VOTE?

A: There are two transactions for which Bayhawk shareholders are being asked to provide their consent and approval: The Asset Purchase Transaction, and the Share Exchange.

Pursuant to the Asset Purchase and Share Exchange Agreement (the “Agreement”) by and between Bayhawk and Evans Brewing Company, Inc. (“EBC”), Bayhawk will sell to EBC, and EBC will purchase from Bayhawk, all of the assets of Bayhawk, including but not limited to: (A) all assets, including personal property, intellectual property, inventory, selected distribution contracts, websites, documents, and all other assets however delineated relating to the Bayhawk Ales label; and (B) all assets, including personal property, intellectual property, inventory, contracts, websites, documents, and all other assets however delineated relating to the Evans Brands, and (C) 100% of the stock in Evans Brewing Company Inc. (CA) (“Evans Brewing California”) which has the brewers license at City Brewery in Lacrosse, WI (where all of the EBC brands will be brewed)(collectively, the “Transferred Assets”). Additionally, pursuant to the terms and conditions set forth in the Agreement, EBC agrees to assume all of the liabilities of Bayhawk (the “Assumed Liabilities”). Collectively, the purchase of the Transferred Assets and the assumption of the Assumed Liabilities by EBC are referred to in this Agreement as the “Asset Purchase Transaction.”

Additionally, pursuant to the terms and conditions set forth in the Agreement, EBC and Bayhawk agreed to enter into a share exchange transaction (the “Share Exchange”), as follows:

(i)                    Bayhawk agreed to recommend to its shareholders that they enter into the Share Exchange with EBC and tender their Bayhawk shares in exchange for shares of EBC’s common stock; and

(ii)                  EBC agreed to issue one (1) share of its common stock in exchange for each one (1) share of Bayhawk common stock tendered as part of the Share Exchange, the shares of Buyer being issued in the Share Exchange being referred to herein as the “EBC Exchange Shares.”

Additionally, EBC agreed to hold open its offer to stockholders of Bayhawk to participate in the Share Exchange for a period of ninety (90) days (the “Exchange Period”) from the date that the U.S. Securities and Exchange Commission (“SEC”) declares effective a registration statement (the “Registration Statement”) on Form S-4, or such other form as determined to be appropriate, pursuant to which EBC and Bayhawk conduct the Share Exchange.

Q: WITH RESPECT TO THE ASSET PURCHASE AGREEMENT, WHAT APPROVAL IS REQUIRED?

A: Bayhawk and EBC understand, acknowledge, and agree that the approval of the Bayhawk shareholders is required for the closing of the Asset Purchase Transaction. Bayhawk and EBC have agreed to work together to prepare and file this Registration Statement, one purpose of which is to see the approval of the Bayhawk shareholders for the Asset Purchase Transaction. EBC and Bayhawk specifically agreed as follows:

As of the date of this Agreement, The Michael J. Rapport Trust (the “Trust”) owned 2,841,684 shares of the outstanding stock of Bayhawk, which constituted approximately 64% of the total issued and outstanding shares of stock of Bayhawk as of the date of this Agreement. The Trust acquired the shares in connection with the purchase by Bayhawk of certain Evans Brewing Company brands (as outlined in this Proxy Statement/Registration Statement)The Asset Purchase Transaction, including the opportunity of Bayhawk stockholders to participate in the Share Exchange, was approved by 100% of the non-interested members of the Bayhawk board of directors that the shareholders elected in December 2013.

(i)                    The Trust has indicated that it intends to vote in favor of the Asset Purchase Transaction.

(ii)                  Bayhawk will, through the Proxy Statement/Registration Statement, seek approval of the other Bayhawk shareholders, by soliciting the written consents of all of Bayhawk shareholders for approval of the Asset Purchase Transaction.

(iii)                The period during which the Bayhawk shareholders may submit their written consents (the “Consent Period”), both in favor and against the Asset Purchase Transaction, shall be thirty (30) days from the date on which Bayhawk mails the definitive proxy materials to the Bayhawk shareholders.

(iv)                 EBC and Bayhawk agree that in addition to the shares voted by the Trust in connection with the Asset Purchase Transaction, EBC and Bayhawk have set as an express condition of the Asset Purchase Transaction that a majority of the issued and outstanding Bayhawk shares not held by the Trust or by Evan Rapport (collectively, the “Independent Shares”), which are voted by means of written consents transmitted to Bayhawk within the Consent Period, must approve the Asset Purchase Transaction. By way of clarification, at the end of the Consent Period, the Board of Directors of Bayhawk will review the written consents received from holders of Independent Shares, and will determine whether the majority of the shares voted by written consent have voted to approve the Asset Purchase Transaction. If such majority of the shares voted by written consent have voted to approve the Asset Purchase Transaction, Bayhawk and EBC shall move to close the Asset Purchase Transaction, and the acquisition of the Transferred Assets and the assumption of the Assumed Liabilities.

(v)                  If the majority of the holders of the Independent Shares who vote on the Asset Purchase Transaction vote against Bayhawk’s sale of the assets to EBC, Bayhawk management has indicated that they would not close the Asset Purchase Transaction with EBC, and likely would be forced to begin marketing the company to sell in its entirety to another private investor. There can be no guarantee that Bayhawk’s management would be able to find another purchaser willing to pay the costs associated with obtaining shareholder approval to sell the Bayhawk assets, or to offer a mechanism by which the Bayhawk stockholders would be able to obtain a public market for the shares they have owned, in many cases, for ten years or more with no market or opportunity to sell their shares. Bayhawk management is uncertain that there would be sufficient time to find another purchaser for the assets as there is less than 4 years remaining on the lease at the Bayhawk location. The Management of Bayhawk believes that there will be no lease extension offered so that Bayhawk can remain in its current location. Bayhawk management believes that there may not be sufficient time to give a new buyer sufficient time to increase sales to afford to move the brewery to another location in light of the lease term remaining. Bayhawk management feels that the Asset Purchase Transaction with EBC will give the owners of Bayhawk stock the chance to participate in a functioning brewery, and for those who participate in the Share Exchange, an eventual public market for their shares.

Q: WHAT APPROVAL IS REQUIRED FOR THE SHARE EXCHANGE?

A: EBC and Bayhawk understand, acknowledge, and agree that part of the consideration to be paid to Bayhawk by EBC in connection with the Asset Purchase Transaction is the issuance by EBC of shares of its common stock to Bayhawk shareholders who participate in the Share Exchange. EBC and Bayhawk have prepared and filed this Registration Statement, another purpose of which is for EBC to make the offer of the Share Exchange to the Bayhawk shareholders, and to explain the purposes of the Share Exchange, and the mechanics for participation in the Share Exchange. EBC and Bayhawk specifically agreed as follows:

(i)                    EBC shall offer to the Bayhawk shareholders the Share Exchange, pursuant to which EBC agrees to issue one (1) share of its common stock for each one (1) share of common stock of Bayhawk tendered in connection with the Share Exchange.

(ii)                  EBC and Bayhawk will work together to effectuate the Share Exchange, working with Bayhawk’s transfer agent and/or an exchange agent (the “Exchange Agent”) to conduct the Share Exchange.

EBC agreed to use its best efforts to issue the EBC Exchange Shares within fifteen (15) Business Days of the receipt by the Exchange Agent of shares of Bayhawk’s common stock tendered in the Share Exchange. EBC and Bayhawk agreed that the Share Exchange and the issuances of the EBC Exchange Shares will be continuous throughout the Exchange Period and that upon the expiration of the Exchange Period, the Share Exchange offer shall be terminated, and any Bayhawk shareholders who have not tendered their shares of Bayhawk’s common stock may not participate in the Share Exchange.

Q: WHY AM I RECEIVING THIS DOCUMENT?

A: Bayhawk is sending these materials to its shareholders to help them decide how to vote their Bayhawk shares in connection with the Asset Purchase Transaction and the Share Exchange.

As noted above, the closing of the Asset Purchase Agreement requires the approval of the Bayhawk shareholders. The majority shareholder of Bayhawk, The Michael J. Rapport Trust, has indicated that it plans to vote in favor of the Asset Purchase Transaction. However, EBC and Bayhawk have also made it an express condition to closing the Asset Purchase Agreement that the majority of shares held by other shareholders that vote on the Asset Purchase Transaction must vote in favor of the Asset Purchase Transaction.

Additionally, by this Registration Statement, EBC is making the offer of the Share Exchange to the Bayhawk shareholders. This Registration Statement includes information about EBC, its proposed business going forward following the Asset Purchase Transaction, and how interested Bayhawk shareholders may surrender their Bayhawk shares and receive the EBC Exchange Shares.

This document constitutes both a proxy statement of Bayhawk and a prospectus of EBC. It is a proxy statement because the board of directors of Bayhawk is soliciting written consents from its shareholders using this document. It is a prospectus because EBC is offering shares of its common stock in exchange for the outstanding shares of Bayhawk in the Share Exchange.

A: Assuming that a majority of the holders of Independent Shares that are voted on the Asset Purchase Transaction during the Consent Period vote in favor of the Asset Purchase Transaction, at the closing of the Asset Purchase Transaction:

(i)                    EBC will accept all right, title and interest in and to the Transferred Assets, free and clear of all encumbrances, and will assume the Assumed Liabilities, in each case in accordance with the terms of the Agreement;

(ii)                  EBC will execute and deliver a signed Assignment and Assumption Agreement;

(iii)                Upon approval by the Bayhawk shareholders, and in exchange for each one (1) share of Bayhawk common stock tendered for exchange pursuant to the Share Exchange described in this Registration Statement, EBC will issue one (1) Exchange Share

A: EBC has agreed to issue one (1) share of its common stock in exchange for each one (1) share of Bayhawk common stock tendered in connection with the Share Exchange. EBC agreed to hold open its offer to stockholders of Bayhawk to participate in the Share Exchange for a period of ninety (90) days (the “Exchange Period”) from the date that the U.S. Securities and Exchange Commission (“SEC”) declares effective (the “Effectiveness Date”) the Registration Statement. Following the Effectiveness Date, Bayhawk will transmit the Registration Statement to the Bayhawk shareholders. At any time during the Exchange Period, Bayhawk shareholders may tender their shares of Bayhawk common stock to EBC, pursuant to the steps outlined in the Registration Statement, and will receive in exchange one (1) share of EBC common stock for each one (1) share of Bayhawk common stock tendered. Bayhawk and EBC will use their best efforts to communicate with all of the Bayhawk shareholders regarding the Asset Purchase Transaction and the Share Exchange Agreement. There is no minimum number of shares of Bayhawk common stock that must be tendered in the Share Exchange. At the close of the Exchange Period, any Bayhawk shareholders who have not tendered their Bayhawk shares will not be entitled to participate in the Share Exchange. They will continue to hold shares of Bayhawk common stock, but Bayhawk management anticipates that Bayhawk (as an entity) will have no assets or operations. Additionally, EBC management anticipates that Bayhawk will be closed within approximately ninety (90) days following the Asset Purchase Transaction.

Q: WHEN WILL THE ASSET PURCHASE TRANSACTION BE COMPLETED?

A: As noted above, the Boards of Directors of both EBC and Bayhawk have set as a specific condition for the closing of the Asset Purchase Transaction the approval of the holders of at least a majority of the Independent Shares (i.e. shares not held by The Michael J. Rapport Trust or by Evan Rapport, who is an officer of EBC and the son of Michael Rapport) that actually vote on the Asset Purchase Transaction proposal. The Consent Period, the period during which the Bayhawk shareholders may tender their votes either for or against the Asset Purchase Transaction runs from the date on which Bayhawk mails the definitive proxy materials to its shareholders, and ends on the 31^st day following the mailing date. During the Consent Period, Bayhawk management will work with its Transfer Agent to track the written consents received. The Transfer Agent will tally the votes, and will provide updates to Bayhawk during the Consent Period. At the closing of the Consent Period, if the holders of at least a majority of the Independent Shares vote in favor of the Asset Purchase Transaction, EBC and Bayhawk will close the Asset Purchase Transaction as soon thereafter as possible. EBC will provide additional information about the closing to the public in its publicly filed reports.

If the holders of at least a majority of the Independent Shares do not vote in favor of the Asset Purchase Transaction, Bayhawk as a company will continue to exist but its stock will not be traded and there are no dividends anticipated to be dispersed in the future, as there were no dividends dispersed in the past. Bayhawk management believes that the lack of liquidity of the Bayhawk stock is one of the major difficulties in reselling shares of Bayhawk common stock.

A: Yes. On May 23, 2014, the Board of Directors of EBC recommended to its shareholder that it approve the Asset Purchase and Share Exchange Agreement, the Asset Purchase Transaction, and the Share Exchange. At that time, EBC had one shareholder, The Michael J. Rapport Trust (the “Trust”). The trustee of the Trust is Michael J. Rapport, who is the President and Chief Executive Officer of EBC. Mr. Rapport is also a director of Bayhawk, as described more fully in the accompanying registration statement/proxy materials. The Trust has indicated that intends to vote to approve the Asset Purchase Transaction and to participate in the Share Exchange as a shareholder of Bayhawk.

Q: HOW DOES THE BAYHAWK BOARD OF DIRECTORS RECOMMEND I VOTE?

A: The Bayhawk board of directors has unanimously approved the Asset Purchase Transaction for the reasons set forth below in the accompanying registration statement/proxy materials, and determined that the Asset Purchase Transaction and the transactions contemplated by the Agreement, including the Asset Purchase Transaction and the Share Exchange, are fair and reasonable and in the best interests of Bayhawk and its shareholders. The Bayhawk board of directors recommends that you vote your Bayhawk shares “FOR” the Asset Purchase Transaction, and that you exchange your shares of Bayhawk common stock for Exchange Shares pursuant to the Share Exchange.

Q: WHAT DO I NEED TO DO NOW?

A: After carefully reading and considering the information contained in this proxy statement/registration statement, please vote your Bayhawk shares as soon as possible so that your vote will be considered and counted with respect to the Asset Purchase Transaction. Please follow the instructions set forth on the written consent form or on the voting instruction form provided by the record holder if your shares are held in “street name” through your broker, bank or other nominee. If you choose to participate in the Share Exchange, please follow the instructions on the Share Exchange Election Form.

Q: HOW DO I VOTE?

A: If you are a shareholder of record of Bayhawk as of ________________, 2015 (the “Bayhawk Record Date”), you may submit your written consent at any time during the Consent Period by completing, signing, dating, and returning the enclosed written consent form in the enclosed postage-paid envelope.

If your shares are held in “street name,” through a broker, bank or other nominee, that institution will send you separate instructions describing the procedure for voting your shares. “Street name” shareholders/stockholders who wish to provide their consent will need to obtain a proxy form from their broker, bank or other nominee.

Q: HOW MANY VOTES DO I HAVE?

A: You are entitled to one vote for each share of Bayhawk common stock that you owned as of the close of business on the Bayhawk Record Date. As of the close of business on the Bayhawk record date, 4,448,624 shares of Bayhawk common stock were outstanding and entitled to vote by written consent.

A: The Bayhawk Record Date is earlier than the end of the Consent Period and the date that the transaction is expected to be completed. If you transfer your shares after the Bayhawk Record Date but before the close of the Consent Period, you will retain your right to vote your Bayhawk shares by written consent. However, you will lose the right to participate in the Share Exchange and receive Exchange Shares from EBC.

Q: SHOULD I SEND IN MY STOCK CERTIFICATES NOW?

A: No. If you choose to participate in the Share Exchange, you should follow the instructions included in the accompanying Registration Statement/proxy materials.

Q: WILL THERE BE A MEETING OF BAYHAWK SHAREHOLDERS TO VOTE ON THE ASSET PURCHASE TRANSACTION OR THE SHARE EXCHANGE?

A: No. No meeting of the Bayhawk shareholders will be held. The Bayhawk Board of Directors has elected to proceed by written consent, and is asking the Bayhawk shareholders to send in their written consent forms, voting either FOR or AGAINST the Asset Purchase Transaction. Additionally, in connection with the Asset Purchase Transaction, the Bayhawk Board of Directors is recommending that all the Bayhawk shareholders participate in the Share Exchange, and tender their shares of Bayhawk common stock to receive EBC Exchange Shares.

A: If your shares are held in “street name” in a stock brokerage account or by a bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in street name by returning a written consent form directly to Bayhawk unless you obtain a “legal proxy,” which you must obtain from your broker, bank or other nominee.

If you are a Bayhawk shareholder and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee may not vote your shares on the Asset Purchase Transaction, which broker non-votes will have no effect on the vote count for this proposal.

Q: WHAT IF I DO NOT VOTE OR I ABSTAIN?

A: As noted above, the Boards of Directors of both EBC and Bayhawk have set as a specific condition for the closing of the Asset Purchase Transaction the approval of the holders of at least a majority of the Independent Shares (i.e. shares not held by The Michael J. Rapport Trust or by Evan Rapport, who is an officer of EBC and the son of Michael Rapport) that actually vote on the Asset Purchase Transaction proposal. The Consent Period, the period during which the Bayhawk shareholders may tender their votes either for or against the Asset Purchase Transaction runs from the date on which Bayhawk mails the definitive proxy materials to its shareholders, and ends on the 31^st day following the mailing date. During the Consent Period, Bayhawk management will work with its Transfer Agent to track the written consents received. The Transfer Agent will tally the votes, and will provide updates to Bayhawk during the Consent Period. At the closing of the Consent Period, if the holders of at least a majority of the Independent Shares vote in favor of the Asset Purchase Transaction, EBC and Bayhawk will close the Asset Purchase Transaction as soon thereafter as possible. If you do not vote or abstain, and if the holders of at least a majority of the Independent Shares (i.e. shares not held by The Michael J. Rapport Trust or by Evan Rapport) that actually vote on the Asset Purchase Transaction proposal vote in favor, the condition will have been satisfied, and EBC and Bayhawk will proceed to close the Asset Purchase Transaction.

A: If you sign and return your written consent form or voting instruction card without indicating how to vote on the Asset Purchase Transaction, the shares of Bayhawk common stock represented by your proxy will be voted “FOR” the Asset Purchase Transaction. PLEASE NOTE: To participate in the Share Exchange, you must affirmatively indicate your intention to tender your Bayhawk shares. In other words, returning your written consent form or voting instruction card without indicating a preference with respect to the Share Exchange will not count as an affirmative decision to exchange your shares.

A: No. Once you have tendered your written consent form or voting instruction card to Bayhawk’s transfer agent or your broker, bank, or other nominee, you may not later change your vote.

Q: ARE BAYHAWK SHAREHOLDERS ENTITLED TO APPRAISAL RIGHTS?

A: No. Under Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”), appraisal rights generally are granted in connection with merger transactions and are not granted in connection with the sale of assets of a company, such as the Asset Purchase Transaction. Additionally, because the opportunity to participate in the Share Exchange is entirely voluntary, no appraisal rights are granted in connection with the Share Exchange.

A: If you have any questions about the proxy materials or if you need assistance submitting your proxy or voting your shares or need additional copies of this document or the enclosed consent form, you should contact the proxy solicitation agent for Bayhawk.

SUMMARY

This summary highlights selected information included in this document and does not contain all of the information that may be important to you. You should read this entire document and its appendices and the other documents to which we refer before you decide how to vote with respect to the merger-related proposals. In addition, you should read the Asset Purchase and Share Exchange Agreement which is included with this proxy statement/registration statement, as well as the public filings of EBC, which are available from the SEC or from EBC directly. For a description of how to obtain, this information, see “Where You Can Find More Information” on page II-2 of this proxy statement/registration statement.

The Parties

Bayhawk Ales Inc.

3815 S. Main St. Santa Ana, CA 92707

 
Bayhawk Ales, Inc., a Delaware corporation, (“Bayhawk”), has been in business for over 21 years. Since its inception, Bayhawk has been located in the McCormick and Schmick’s Restaurant at 2000 Main St, Irvine CA 92614. The products produced by Bayhawk Ales are 90% private labeled. The business has only recently in the last few years has become profitable. Its largest customer is Landry’s Inc., a privately owned, multi-brand dining, hospitality, entertainment and gaming corporation based in Houston, Texas, which owns McCormick and Schmick’s. Even though Bayhawk is finally profitable, the cost to move the operations of Bayhawk is far greater than the revenue that Bayhawk Ales earns. The sublease on the McCormick and Schmick’s location will run out in less than 5 years.

As of the date of this proxy statement/registration statement, to the best of Bayhawk’s management’s knowledge, Bayhawk had 4,448,624 shares of its common stock issued and outstanding.

Evans Brewing Company Inc.

2000 Main Street, Irvine CA 92614

Evans Brewing Company Inc. (“EBC”) was incorporated in Delaware on June 18, 2013, as ALPINE 3 Inc. and organized as a vehicle to investigate and, if such investigation warranted, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. Since inception, EBC has been in the developmental stage and has conducted virtually no business operations other than exploring the acquisition of the Bayhawk brands and related assets. On April 4, 2014, The Michael J. Rapport Trust (the “Trust”), of which Michael Rapport is the trustee, purchased 10,000,000 of the outstanding shares of EBC common stock from the founder of EBC, and became the sole shareholder. Mr. Rapport is also a director of Bayhawk. On October 9, 2014, the Trust agreed to the cancellation of 9,600,000 of the shares, and retained 400,000 shares.

As of the date of this proxy statement/registration statement, EBC had 436,000 shares of its common stock issued and outstanding, held by the Trust and the officers and directors of EBC

The Asset Purchase Transaction

The terms and conditions of the Asset Purchase Transaction are contained in the Asset Purchase and Share Exchange Agreement (the “Agreement”), which is attached to this document as Annex A. We encourage you to read the Agreement carefully, as it is the legal document that governs the Asset Purchase Transaction.

Bayhawk and EBC entered into the Agreement on October 15, 2014, subject to receiving approval of the Bayhawk shareholders. Assuming that the approval of the Bayhawk shareholders is obtained, pursuant to the Agreement, Bayhawk will sell to EBC, and EBC will purchase from Bayhawk all of the assets of Bayhawk, including but not limited to: (A) all assets, including personal property, intellectual property, inventory, contracts, websites, documents, and all other assets however delineated relating to the Bayhawk Ales label (as defined in the Agreement and discussed in more detail below); and (B) all assets, including personal property, intellectual property, inventory, contracts, websites, documents, and all other assets however delineated relating to the Evans Brands (as defined in the Agreement and discussed in more detail below); and(C) 100% of the stock in Evans Brewing CO (CA) which has the brewers license at City Brewery in Lacrosse, WI (where all of the EBC brands will be brewed) (collectively, the “Transferred Assets”). A full list of the Transferred Assets is included as Exhibit A to the Agreement. Additionally, pursuant to the terms and conditions set forth in the Agreement, EBC agrees to assume all of the liabilities of Bayhawk (the “Assumed Liabilities”). A full list of the Assumed Liabilities is included as Exhibit B to the Agreement.

Consideration Paid to Bayhawk

Pursuant to the Agreement, in connection with the Asset Purchase Transaction, EBC will pay to Bayhawk the purchase price as follows:

Shareholder Approval; Written Consent Procedures

As noted above, after careful consideration, the boards of directors of EBC and Bayhawk have approved the Agreement and the Asset Purchase Transaction, and each board of directors has recommended the Agreement and the Asset Purchase Transaction to its respective shareholders for approval.

EBC Shareholder

The shareholders of EBC, The Michael J. Rapport Trust and the officers and directors of EBC (6 total), have indicated that they intend to vote their shares, which constitute 100% of the outstanding shares of EBC, in favor of the Asset Purchase Transaction.

Bayhawk Shareholders

As of the date of this Registration Statement, one shareholder, The Michael J. Rapport Trust, held 2,841,684 shares of Bayhawk’s common stock, constituting approximately 64% of Bayhawk’s outstanding common stock. The Michael J. Rapport Trust has indicated that it intends to vote its shares of Bayhawk common stock in favor of the Asset Purchase Transaction and the Agreement.

The specific proposal on which the Bayhawk shareholders are being asked to vote is as follows:

As noted above, the Boards of Directors of both EBC and Bayhawk have set as a specific condition for the closing of the Asset Purchase Transaction the approval of the holders of at least a majority of the Independent Shares of Bayhawk (i.e. shares not held by The Michael J. Rapport Trust or by Evan Rapport, who is an officer of EBC and the son of Michael Rapport) that actually vote on the Asset Purchase Transaction proposal. The Consent Period, the period during which the Bayhawk shareholders may tender their votes either for or against the Asset Purchase Transaction runs from the date on which Bayhawk mails the definitive proxy materials to its shareholders, and ends on the 31^st day following the mailing date. During the Consent Period, Bayhawk management will work with its Transfer Agent to track the written consents received. The Transfer Agent will tally the votes, and will provide updates to Bayhawk during the Consent Period. At the closing of the Consent Period, if the holders of at least a majority of the Independent Shares vote in favor of the Asset Purchase Transaction, EBC and Bayhawk will close the Asset Purchase Transaction as soon thereafter as possible. EBC will provide additional information about the closing to the public in its publicly filed reports.

Additional information on how to provide your written consent, either in favor of or against the Asset Purchase Transaction can be found below beginning on page 34.

Recommendation of the EBC Board of Directors and EBC’s Reasons for the Asset Purchase Transaction

After careful consideration, the EBC board of directors recommended that the EBC shareholders vote “FOR” the Asset Purchase Transaction.
 

In reaching its decision, the EBC board of directors considered a number of factors as generally supporting its decision to enter the Asset Purchase Agreement, including, among others, the ability to acquire the assets and operations of Bayhawk (including the assets of Evans Brewing CA), as well as the issuance of shares of EBC common stock, in connection with the Share Exchange, which will allow EBC to commence operations without requiring a large capital outlay. Additionally, the EBC board has considered the experience of Michael and Evan Rapport in the microbrewing industry, and the synergies that could result from a combination of EBC and Bayhawk. Finally, the EBC Board believes that EBC will be able to have its shares trading on the public market, which will benefit the Bayhawk stockholders who elect to participate in the Share Exchange, thus providing some liquidity to those stockholders, as well as future investors in EBC.

Bayhawk Stockholders will receive shares in EBC, a currently reporting public company. Management of EBC intends to seek to have its shares listed for trading on the OTC Bulletin Board or the OTC Markets. As such, once EBC’s stock is accepted for trading and a market develops, Bayhawk Stockholders should be able to participate in the market of EBC’s shares, which is something that has been absent with respect to Bayhawk common stock. EBC Management believes that the current value of your investment is based on your ability to sell it on your own to another party. With tradable shares of EBC stock, Bayhawk Stockholders will be able to call a broker to sell or to buy more shares of EBC stock.

For a more complete description of EBC’s reasons for the Asset Purchase Transaction and the recommendations of the EBC board of directors, see “The Asset Purchase Transaction” beginning on page 50 of this proxy statement/registration statement.

Recommendation of the Bayhawk Board of Directors and Bayhawk’s Reasons for the Asset Purchase Transaction

After careful consideration, the Bayhawk board of directors recommends that the Bayhawk shareholder s vote “FOR” the Asset Purchase Transaction.

In reaching its decision, the Bayhawk board of directors considered a number of factors as generally supporting its decision to enter the Asset Purchase Agreement, including, among others, Bayhawk Stockholders will receive shares in EBC, a currently reporting public company. Management of EBC intends to seek to have its shares listed for trading on the OTC BB or the OTC Markets. As such, once EBC’s stock is accepted for trading and a market develops, Bayhawk Stockholders should be able to participate in the market of EBC’s shares, which is something that has been absent with respect to Bayhawk common stock. EBC Management believes that the current value of your investment is based on your ability to sell it on your own to another party. With tradable shares of EBC stock, Bayhawk Stockholders will be able to call a broker to sell or to buy more shares of EBC stock.

In addition, as noted, Bayhawk management believes that it is unlikely that its current lease on the location of its brewery operations will be renewed, which would require a relocation of the Bayhawk brewery. The Bayhawk Board believes that without having the ability to have its shares traded in the public markets, which management believes would be extremely difficult for Bayhawk, the ability to attract investors that can fund the relocation of the brewery in the event no new lease is offered will be limited. Although in the inception it was anticipated that the Brewery would become an integral part of the McCormick and Schmick’s restaurant, it has not. There is no collaboration or cross marketing at this time. The current Bayhawk management has spent the last several months trying to cultivate a relationship with the restaurant but there has been no change in the relationship between the brewery and the restaurant. The Bayhawk Board estimates that the cost to relocate the brewery will be between 3 and 12 million dollars (with the latter if all new equipment was purchased). The Bayhawk Board believes that this funding will need to come from an outside equity partner, and that such financing will be more likely if done through a publicly reporting and trading entity, namely EBC.

For a more complete description of Bayhawk’s reasons for the Asset Purchase Transaction and the recommendation of the Bayhawk board of directors, see “The Asset Purchase Transaction” beginning on page 50 of this proxy statement/registration statement.

The Share Exchange

As partial consideration for the Asset Purchase Transaction, EBC is offering the Share Exchange, pursuant to which EBC has agreed to issue one (1) share of its common stock in exchange for each one (1) share of Bayhawk common stock tendered in connection with the Share Exchange. EBC agreed to hold open its offer to stockholders of Bayhawk to participate in the Share Exchange for a period of ninety (90) days (the “Exchange Period”) from the date that the U.S. Securities and Exchange Commission (“SEC”) declares effective (the “Effectiveness Date”) the Registration Statement. Following the Effectiveness Date, Bayhawk will transmit the Registration Statement to the Bayhawk shareholders. At any time during the Exchange Period, Bayhawk shareholders may tender their shares of Bayhawk common stock to EBC, pursuant to the steps outlined in the Registration Statement, and will receive in exchange one (1) share of EBC common stock for each one (1) share of Bayhawk common stock tendered. Bayhawk and EBC will use their best efforts to communicate with all of the Bayhawk shareholders regarding the Asset Purchase Transaction and the Share Exchange Agreement. There is no minimum number of shares of Bayhawk common stock that must be tendered in the Share Exchange. At the close of the Exchange Period, any Bayhawk shareholders who have not tendered their Bayhawk shares will not be entitled to participate in the Share Exchange. They will continue to hold shares of Bayhawk common stock, but Bayhawk management anticipates that Bayhawk (as an entity) will have no assets or operations.

Please do not submit your Bayhawk stock certificates at this time. If you elect to participate in the Share Exchange, please return the attached Share Exchange Election Form, indicating your election to exchange your Bayhawk shares. You will then receive instructions for surrendering your Bayhawk stock certificates in exchange for shares of EBC common stock from the exchange agent. Please Note: Bayhawk shareholders who elect to participate in the Share Exchange will be responsible for any Transfer Agent fees or other fees relating to the Share Exchange.

If your Bayhawk stock certificate has been lost, stolen or destroyed, please complete and transmit the Lost Certificate Affidavit to the Transfer Agent. The Transfer Agent will issue the Exchange Shares upon the delivery of the Lost Certificate Affidavit.

Appraisal Rights

The Delaware General Corporation Law does not provide appraisal rights in connection with the sale of all or substantially all of the assets of a corporation. As such, the Bayhawk shareholders do not have appraisal rights in connection with the Asset Purchase Transaction. Additionally, because the Share Exchange is voluntary, no appraisal rights are granted in connection with the Share Exchange.

Accounting Treatment of the Transaction

The asset purchase was accounted using the acquisition method of accounting.  From the date of acquisition, our results included the operating results of Evans Brewing Company – California, and Bayhawk was treated as the acquirer for accounting purposes.

Interests of Directors and Executive Officers in the Asset Purchase Transaction

You should be aware that some of the directors and executive officers of EBC and Bayhawk have interests in the Asset Purchase Transaction and Share Exchange that may be different from, or are in addition to, the interests of shareholders generally, including without limitation the following:

Michael Rapport is an officer and director, and through the Michael J. Rapport Trust (the “Trust”) is the majority stockholder, of EBC. Mr. Rapport is also a director and, through the Trust, is the majority stockholder of Bayhawk. In connection with the Asset Purchase Transaction and the Share Exchange, Mr. Rapport intends to reduce the ownership of the Trust in EBC to a level that reflects Mr. Rapport’s expenses and investment in EBC and Bayhawk at a value of $0.48 per share. The remaining EBC shares owned by the Trust will be returned to EBC and canceled.

Michael Rapport is the father of Evan Rapport, who is the Vice President and a director of EBC.

The Bayhawk and EBC Boards of Directors were aware of these additional interests by their respective directors and executive officers and considered these potential interests, among other matters, in evaluating and negotiating the Asset Purchase Transaction and the Share Exchange, in approving the Agreement and in recommending that their respective shareholders approve the applicable Agreement-related proposals.

Governance of EBC following completion of the Asset Purchase Transaction

Michael Rapport will continue to serve as Chief Executive Officer and Chief Financial Officer and President of EBC. The directors of EBC following the closing of the Asset Purchase Transaction will be Michael Rapport, Evan Rapport, Richard Chiang, Mark Lamb, Roy Roberson and Joe Ryan.

Headquarters

Upon completion of the Asset Purchase Transaction, EBC’s operations will continue at the Bayhawk location during the remainder of the lease, and EBC management will continue to seek to negotiate a lease extension and locate potential alternative locations.

Voting by EBC and Bayhawk Directors and Executive Officers

As of the Bayhawk record date, directors and executive officers of Bayhawk and their affiliates owned and were entitled to vote 3,424,648 shares of Bayhawk common stock, representing approximately 77% of the total voting power of the shares of Bayhawk common stock outstanding on that date. As noted above, this amount includes 2,841,684 shares held by The Michael J. Rapport Trust (the “Trust”), of which Michael Rapport is the trustee. Not counting the shares held by the Trust, the other officers and directors own 582,694 shares, representing approximately 13.1% of the voting power of the shares of Bayhawk common stock.

As of the EBC record date, directors and executive officers of EBC and their affiliates owned and were entitled to vote shares of EBC common stock representing 100% of the total voting power of the shares of EBC common stock outstanding on that date.

Risk Factors

You should also carefully consider the risks that are described in the section entitled “Risk Factors” beginning on page 19.

SELECTED HISTORICAL FINANCIAL DATA

Bayhawk Selected Historical Financial Information

Not required.

EBC Selected Historical Financial Information

Not required for smaller reporting companies.

SELECTED UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

Not required for smaller reporting companies.

COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA CONSOLIDATED PER SHARE INFORMATION

Not required for smaller reporting companies.

MARKET PRICES AND DIVIDEND DATA

Stock Prices

There is no established public trading market for EBC’s common stock, and a regular trading market may not develop, or if developed, may not be sustained. A stockholder in all likelihood, therefore, will not be able to resell his or her securities should he or he desire to do so when eligible for public resale. EBC plans to work with a market maker and other professionals with a view to having EBC’s common stock accepted for trading on the OTC Markets or the OTC Bulletin Board following the closing of the Asset Purchase Transaction and the Share Exchange.

Dividends

EBC has not declared any cash dividends on its common stock since inception and does not anticipate paying such dividends in the foreseeable future. Any decisions as to future payments of dividends will depend on EBC’s earnings and financial position and such other facts, as the Board of Directors deems relevant.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement/Registration Statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements contained in this communication that refer to EBC’s estimated or anticipated future results, including estimated synergies, or other non-historical facts are forward-looking statements that reflect EBC’s current perspective of existing trends and information as of the date of this communication. Forward-looking statements generally will be accompanied by words such as “anticipate,” “believe,” “plan,” “could,” “should,” “estimate,” “expect,” “forecast,” “outlook,” “guidance,” “intend,” “may,” “might,” “will,” “possible,” “potential,” “predict,” “project,” or other similar words, phrases or expressions. Such forward-looking statements include, but are not limited to, statements about the benefits of the Asset Purchase Transaction, including future financial and operating results, EBC’s plans, objectives, expectations and intentions, and the expected timing of completion of the Asset Purchase transaction. It is important to note that EBC’s goals and expectations are not predictions of actual performance. Actual results may differ materially from EBC’s current expectations depending upon a number of factors affecting EBC’s business and risks associated with the Asset Acquisition Transaction and the Share Exchange. These factors include, among others, the inherent uncertainty associated with financial projections; the successful closing of the Asset Purchase Transaction; subsequent integration of the Bayhawk business and the ability to recognize the anticipated synergies and benefits of the Asset Purchase Transaction; the ability to obtain required regulatory approvals for the transaction, the timing of obtaining such approvals and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction; the ability to obtain the requisite Bayhawk stockholder approvals; the risk that a condition to closing of the Asset Purchase Transaction may not be satisfied on a timely basis or at all; the failure of the proposed Asset Purchase Transaction to close for any other reason; risks relating to the value of the EBC shares to be issued in the Share Exchange transaction; the anticipated size of the markets and continued demand for EBC’s and Bayhawk’s products; the impact of competitive products and pricing; access to available financing (including financing for the acquisition or refinancing of EBC or Bayhawk debt as necessary) on a timely basis and on reasonable terms; the risks of fluctuations in foreign currency exchange rates; the risks and uncertainties normally incident to the microbrewing or craft brewing industry; the difficulty of predicting the timing or outcome of pending or future litigation or government investigations; periodic dependence on a small number of products for a material source of net revenue or income; variability of trade buying patterns; changes in generally accepted accounting principles; risks that the carrying values of assets may be negatively impacted by future events and circumstances; the timing and success of product launches; the difficulty of predicting the timing or outcome of product development efforts and regulatory agency approvals or actions, if any, including BATF approvals; market acceptance of and continued demand for EBC’s and Bayhawk’s products, including the acceptance and demand for new microbrewed brands; the impact of competitive products and pricing; costs and efforts to defend or enforce intellectual property rights; successful compliance with governmental regulations applicable to EBC’s ongoing facilities, products and/or businesses; changes in tax laws or interpretations that could increase EBC’s consolidated tax liabilities; the loss of key senior management or scientific staff; such other risks and uncertainties detailed in EBC’s periodic public filings with the Securities and Exchange Commission and from time to time in EBC’s other investor communications. Except as expressly required by law, EBC expressly disclaims any intent or obligation to update or revise these forward-looking statements.

RISK FACTORS

In addition to the other information contained in this document, including the matters addressed under the caption “Cautionary Statement Regarding Forward-Looking Statements,” beginning on page 18 of Proxy Statement/Registration Statement, Bayhawk shareholders should carefully consider the following risks in deciding whether to vote for the approval of the Asset Purchase Transaction and whether to participate in the Share Exchange. You should also consider the other information in this document, as well as the Asset Purchase and Share Exchange Agreement, and the public filings of EBC. See “Where You Can Find More Information” beginning on page II-2 of this Proxy Statement/Registration Statement.

RISKS ASSOCIATED WITH OUR COMPANY:

We are an “emerging growth company,” and the reduced disclosure requirements applicable to “emerging growth companies” could make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act. For as long as we are an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding advisory “say-on-pay” votes on executive compensation and shareholder advisory votes on golden parachute compensation. We will remain an “emerging growth company” until the earliest of (i) the last day of the fiscal year during which we have total annual gross revenues of $1 billion or more; (ii) the last date of the fiscal year following the fifth anniversary of the date of the first sale of common stock under this registration statement; (iii) the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt; and (iv) the date on which we are deemed to be a “large accelerated filer” under the Exchange Act. We will be deemed a large accelerated filer on the first day of the fiscal year after the market value of our common equity held by non-affiliates exceeds $700 million, measured on October 31.

We cannot predict if investors will find our common stock less attractive to the extent we rely on the exemptions available to emerging growth companies. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

A Company that elects to be treated as an emerging growth company shall continue to be deemed an emerging growth company until the earliest of (i) the last day of the fiscal year during which it had total annual gross revenues of $1,000,000,000 (as indexed for inflation), (ii) the last day of the fiscal year following the fifth anniversary of the date of the first sale of common stock under this registration statement; (iii) the date on which it has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or (iv) the date on which is deemed to be a ‘large accelerated filer’ as defined by the SEC, which would generally occur upon it attaining a public float of at least $700 million.

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the Jobs Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

Management of EBC cannot guarantee that EBC will generate revenues which could result in a total loss of the value of your investment if it is unsuccessful in its business plans.

While Evans Brewing California and Bayhawk have generated revenues during their history, which are reported in the financial statements included in this proxy statement/registration statement, there can be no assurance that EBC will continue to generate revenues or that revenues will be sufficient to maintain its business following the Asset Purchase Transaction.  As a result, you could lose all of your investment if you participate in the Share Exchange if EBC is not successful in its proposed business plans.

EBC’s needs could exceed the amount of time or level of experience our officers and directors may have.  EBC will be dependent on key executives, and the loss of the services of the current officers and directors could severely impact EBC’s business operations.

EBC’s business plan does not provide for the hiring of any additional employees other than outlined in its plan of operations until sales will support the expense.  Until that time the responsibility of developing EBC’s business, the offering and selling of the shares through this prospectus and fulfilling the reporting requirements of a public company will fall upon the two officers and the directors.  In the event they are unable to fulfill any aspect of their duties to EBC, it may experience a shortfall or complete lack of sales resulting in little or no profits and eventual closure of our business.

Additionally, the management of future growth will require, among other things, continued development of EBC’s financial and management controls and management information systems, stringent control of costs, increased marketing activities, and the ability to attract and retain qualified management, research, and marketing personnel.  The loss of key executives or the failure to hire qualified replacement personnel would compromise EBC’s ability to generate revenues or otherwise have a material adverse effect on EBC.  There can be no assurance that EBC will be able to successfully attract and retain skilled and experienced personnel but every effort will be made to do so.

As of the date of this Proxy Statement/Registration Statement, we have operated previously as private companies, and our management has limited experience in complying with public company reporting and other obligations. Taking steps to comply with these requirements will increase our costs and require additional management resources, and does not ensure that we will be able to satisfy them.

Prior to the transactions described in this Proxy Statement/Registration Statement, the operations of Evans Brewing California and Bayhawk were conducted as private companies.  Upon the closing of the Asset Purchase Transaction, assuming we receive the required shareholder approval, we will begin operating as a public company.  As a newly public company, we will be required to comply with applicable provisions of the Sarbanes-Oxley Act of 2002, as well as other federal securities laws, and rules and regulations promulgated by the SEC and the various exchanges and trading facilities where our common stock may trade, which will result in significant initial and continuing legal, accounting, administrative and other costs and expenses. These rules and requirements impose certain corporate governance requirements relating to director independence, distributing annual and interim reports, stockholder meetings, approvals and voting, soliciting proxies, conflicts of interest, and  codes of conduct, depending on where our shares trade. Our management and other personnel will need to devote a substantial amount of time to ensure that we comply with all applicable requirements.

As we review our internal controls and procedures, we may determine that they are ineffective or have material weaknesses, which could impact the market’s acceptance of our filings and financial statements.

As of the date of this Proxy Statement/Registration Statement, we have never conducted a review of our internal control over financial reporting for the purpose of providing the reports required by these rules. During the course of our review and testing, we may identify deficiencies and be unable to remediate them before we must provide the required reports. Furthermore, if we have a material weakness in our internal control over financial reporting, we may not detect errors on a timely basis and our financial statements may be materially misstated. We or our independent registered public accounting firm may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting, which could harm our operating results, cause investors to lose confidence in our reported financial information and cause the trading price of our stock to fall. In addition, as a public company we are required to file in a timely manner accurate quarterly and annual reports with the SEC under the Securities Exchange Act of 1934 (the “Exchange Act”), as amended.  Any failure to report our financial results on an accurate and timely basis could result in sanctions, lawsuits, delisting of our shares from the market or trading facility where our shares may trade, or other adverse consequences that would materially harm our business.

Because EBC has shown a net loss since inception, ownership of the EBC shares through participation in the Share Exchange is highly risky and could result in a complete loss of the value of your investment in Bayhawk if EBC is unsuccessful in its business plans.

Based upon current plans, EBC expects to incur operating losses in future periods as it incurs significant expenses associated with the growth of its business.  Further, there is no guarantee that it will be successful in realizing future revenues or in achieving or sustaining positive cash flow at any time in the future.  Any such failure could result in the possible closure of its business or force EBC to seek additional capital through loans or additional sales of its equity securities to continue business operations, which would dilute the value of any shares you purchase in this offering.

Growth and development of operations will depend on the acceptance of EBC’s proposed business.  If EBC’s products are not deemed desirable and suitable for purchase and it cannot establish a customer base, it may not be able to generate future revenues, which would result in a failure of the business and a loss of the value of your investment in Bayhawk.

The acceptance of EBC’s brewing products for its customers is critically important to its success. EBC cannot be certain that the services that it will be offering will be appealing and as a result there may not be any demand for these products and its sales could be limited and it may never realize any revenues. In addition, there are no assurances that if it alters or changes the products it offers in the future that the demand for these new products will develop and this could adversely affect our business and any possible revenues.

If demand for the products EBC plans to offer slows, then its business would be materially affected, which could result in the loss of your entire investment in Bayhawk if you participate in the Share Exchange and receive shares of EBC’s common stock.

Demand for products which it intends to sell depends on many factors, including:

For the long term, demand for the products it plans to offer may be affected by:

All of these factors could result in immediate and longer term declines in the demand for the products it plans to offer, which could adversely affect its sales, cash flows and overall financial condition.  An investor who participates in the Share Exchange could lose his or her entire investment in Bayhawk as a result.

EBC has limited management resources, and will be dependent on key executives. The loss of the services of the current officers and directors could severely impact EBC’s business operations and future development, which could result in a loss of revenues and adversely impact the ability to ever sell any Exchange Shares received through participation in the Share Exchange.

EBC is relying on a small number of key individuals to implement its business and operations and, in particular, the professional expertise and services of Michael J. Rapport, our President, Chief Executive Officer, Chief Financial Officer, Secretary and Chairman of the Board of Directors, and Evan Rapport, our Vice President and a member of the Board of Directors. Accordingly, EBC may not have sufficient managerial resources to successfully manage the increased business activity envisioned by its business strategy.  In addition, EBC's future success depends in large part on the continued service of Mr. Michael Rapport and Mr. Evan Rapport.  EBC has not entered into an employment agreement with Michael Rapport, and has an employment agreement with Evan Rapport that runs for three years. If either of these persons chooses not to serve as officers or if they are unable to perform their duties, this could have an adverse effect on Company business operations, financial condition and operating results if it is unable to replace them with other individuals qualified to develop and market its business.  The loss of their services could result in a loss of revenues, which could result in a reduction of the value of any Exchange Shares you receive through participation in the Share Exchange, as well as the complete loss of your investment in Bayhawk.

EBC’s industry requires attracting and retaining talented employees, and the inability to retain such talented employees could result in the loss of the value of your investment in Bayhawk if you participate in the Share Exchange.

Success in the microbrew industry does and will continue to require the acquisition and retention of highly talented and experienced individuals.  Due to the growth in the market segment targeted, such individuals and the talent and experience they possess is in high demand.  There is no guarantee that we will be able to attract and maintain access to such individuals.  If we fail to attract, train, motivate and retain talented personnel, our business, financial condition, and operating results may be materially and adversely impacted, which could result in the loss of your entire investment.

Speculative nature of our business could result in unpredictable results and a loss of the value of your investment in Bayhawk if you participate in the Share Exchange.

The microbrewery and beer brewing industry is extremely competitive and the commercial success of any product is often dependent on factors beyond our control, including but not limited to market acceptance and retailers' prominently shelving and selling our products.  We may experience substantial cost overruns in manufacturing and marketing our products, and may not have sufficient capital to successfully complete any of our projects.  We may also incur uninsured losses for liabilities which arise in the ordinary course of business in the manufacturing industry, or which are unforeseen, including but not limited to trademark infringement, product liability, and employment liability.

Competition that EBC faces is varied and strong.

EBC’s products and industry as a whole are subject to extreme competition.  There is no guarantee that we can sustain our market position or expand our business.  We anticipate that the intensity of competition in the future will increase.

We compete with a number of entities in providing products to our customers.  Such competitor entities include: (1) a variety of large nationwide corporations, including but not limited to public entities and companies that have established loyal customer bases over several decades; (2) local breweries and microbreweries that have the same or a similar business plan as we do; and (3) a variety of other local and national breweries and with which we either currently or may, in the future, compete.

Many of our current and potential competitors are well established and have longer operating histories, significantly greater financial and operational resources, and name recognition than we have.  As a result, these competitors may have greater credibility with both existing and potential customers.  They also may be able to offer more competitive products and services and more aggressively promote and sell their products.  Our competitors may also be able to support more aggressive pricing than we will be able to, which could adversely affect sales, cause us to decrease our prices to remain competitive, or otherwise reduce the overall gross profit earned on our products.

Additionally, our third party providers themselves are subject to the intensely competitive market.  We rely on such providers for underlying services and products that enable and/or facilitate the creation of our products.  Competition or grain shortages may affect our suppliers’ ability to innovate and to continue existing product and service offerings, which could result in the loss of the value of your entire investment in Bayhawk if you participate in the Share Exchange.

Our success in business and operations will depend on general economic conditions.

The success of EBC depends, to a large extent, on certain economic factors that are beyond its control.  Factors such as general economic conditions, levels of unemployment, interest rates, tax rates at all levels of government, competition and other factors beyond EBC’s control may have an adverse effect on EBC’s ability to sell its products and to collect sums due and owing to it.

Changes in consumer preferences and discretionary spending may have a material adverse effect on our revenue, results of operations and financial condition.

Our success depends, in part, upon the popularity of our products and our ability to organically develop new brands or acquire the licensing or distribution rights to existing brands that appeal to consumers.  Shifts in consumer preferences away from our products, our inability to develop new products that appeal to consumers, or changes in our product mix that eliminate items popular with some consumers could harm our business.  Also, our success depends to a significant extent on discretionary consumer spending, which is influenced by general economic conditions and the availability of discretionary income.  Accordingly, we may experience declines in revenue during economic downturns or during periods of uncertainty.  Any material decline in the amount of discretionary spending could have a material adverse effect on our sales, results of operations, business and financial condition.

EBC may not be able to successfully implement its business strategy, which could adversely affect its business, financial condition, results of operations and cash flows.  If EBC cannot successfully implement its business strategy, it could result in the loss of the value of your investment if you participate in the Share Exchange.

Successful implementation of its business strategy depends on factors specific to the liquor industry and micro-breweries specifically, and the state of the financial industry and numerous other factors that may be beyond its control.  Adverse changes in the following factors could undermine our business strategy and have a material adverse effect on its business, its financial condition, and results of operations and cash flow:

There are no substantial barriers to entry into the industry and because EBC has only limited copyright protection for the products it intends to sell, there is no guarantee someone else will not duplicate its ideas and bring them to market before it does, which could severely limit EBC’s sales and revenues.  If EBC cannot generate sales and revenues, it could result in the loss of the value of your investment if you participate in the Share Exchange.

Because EBC has limited copyright and trademark protection, unauthorized persons may attempt to copy aspects of EBC’s business, including its product design or functionality, services or marketing materials. Any encroachment upon EBC’s corporate information, including the unauthorized use of its brand names, the use of a similar name by a competing company, or a lawsuit initiated against EBC for infringement upon another company's proprietary information or improper use of their copyright, may affect its ability to create brand name recognition, cause customer confusion and/or have a detrimental effect on its business.  Litigation or proceedings before the U.S. or International Patent and Trademark Offices may be necessary in the future to enforce EBC’s intellectual property rights, to protect its trade secrets and domain name and/or to determine the validity and scope of the proprietary rights of others.  Any such infringement, litigation or adverse proceeding could result in substantial costs and diversion of resources and could seriously harm its business operations and/or results of operations.  As a result, a Bayhawk stockholder who participates in the Share Exchange could lose his or her entire investment.

Failure of third-party distributors upon which we rely could adversely affect our business and result in the loss of your investment.

Like most craft brewers, EBC plans to rely heavily on third party distributors for the sale of their products to retailers.  The loss of a significant distributor could have a material adverse effect on EBC’s business, financial condition and results of operations.  EBC’s distributors often represent competing specialty beer brands, as well as national beer brands, and are to varying degrees influenced by their continued business relationships with other brewers.  EBC’s independent distributors may be influenced by a large brewer if they rely on that brewer for a significant portion of their sales.  While we believe that the relationships between EBC and its distributors are generally good, many of these relationships are relatively new and untested and there can be no assurance that EBC’s distributors will continue to effectively market and distribute EBC’s beer.  The loss of any distributor or the inability to replace a poorly performing distributor in a timely fashion could have a material adverse effect on the business, financial condition and results of operations of EBC.  Furthermore, no assurance can be given that EBC will successfully attract new distributors as they increase their presence in their existing markets or expand into new markets.

We likely will have limited market for the acquired brands in a concentrated geographic area.

Bayhawk Ales primarily has sold its products through different distributors across California, as well as through Prestige Imports, Mt Clemens, MI, which represents the Bayhawk products nationally  There is no assurance that Bayhawk’s brands will be as widely accepted, or that consumers in new geographic markets will be receptive to Bayhawks’s products.  Management believes that California and Private Label Sales are likely to continue to be the largest market for its brands, and that regional identification may assist EBC’s competitors in other regions. Penetration of other regional markets is an important element of EBC’s expansion plan, and failure to accomplish this objective will hinder the success of the expansion plan and could have a material adverse impact on EBC’s business, financial condition, and results of operations.

EBC depends on a limited number of suppliers; cost and availability of raw materials.

Following the Asset Purchase Transaction, EBC likely will rely upon a limited number of suppliers for raw materials used to make and package EBC’s products, including, but not limited to, providers of hops, grains and other products necessary for us to manufacture our product.  EBC’s success will depend in part upon our ability to successfully secure such materials from suppliers that are delivered with consistency and at a quality that meets our requirements.  The price and availability of these materials are subject to market conditions.  Increases in the price of our products due to the increase in the cost of raw materials could have a negative effect on our business.

Although to date Bayhawk and Evans Brewing California have been able to obtain adequate supplies of these ingredients and other raw materials in a timely manner from existing sources, following the Asset Purchase Transaction if EBC is unable to obtain sufficient quantities or other raw materials, delays or reductions in product shipments could occur which would have a material adverse effect on the business, financial condition and results of operations of EBC.  The costs of grains and hops are volatile and unpredictable.  As with most agricultural products, the supply and price of raw materials used to produce EBC’s beer can be affected by a number of factors beyond EBC’s control, such as frosts, droughts, other weather conditions, economic factors affecting growing decisions, and various plant diseases and pests.  If any of the foregoing were to occur, no assurance can be given that such condition would not have a material adverse effect on the business, financial condition and results of operations of EBC.  In addition, the results of operations of EBC are dependent upon its ability to accurately forecast its requirements of raw materials.  Any failure by EBC to accurately forecast its demand for raw materials could result in an inability to meet higher than anticipated demand for products or producing excess inventory, either of which may adversely affect results of operations of EBC.

While EBC believes that the relations of Bayhawk and Evans Brewing California with their suppliers are good, there can be no assurance that these suppliers will be able or willing to supply EBC with materials at the current pricing levels, or at all, or that it will be successful in engaging alternative suppliers on commercially reasonable terms which meet the quality or pricing levels currently experienced by EBC.  As a result, should EBC’s costs increase and if those increases are unable to be passed on to its customers, our business, financial condition, and results of operations and cash flows may be materially adversely impacted, which could result in the loss of your entire investment.

Product Concentration; dependence on new product introductions.

Once EBC and Bayhawk close the Asset Purchase Transaction, EBC anticipates that it will be dependent on three principal brands: the Bayhawk Brands; the Evans Brands; and the Pigs Eye Brands, to generate revenues.  While we anticipate expanding our product offerings, we expect that these brands will continue to account for a large portion of our revenues for the foreseeable future.  Therefore, EBC’s future operating results, particularly in the near term, are significantly dependent upon the continued market acceptance of these beer products.  There can be no assurance that EBC's beer products will continue to achieve market acceptance.  Initial sales for a new alcoholic beverage product may be caused by the interest of distributors and retailers to have the latest product on hand for potential future sale to consumers.  As a result, initial stocking orders for, or sales of, a newly introduced alcoholic beverage product may not be indicative of market acceptance and long term consumer demand.  A decline in the demand for any of EBC's beers as a result of competition, changes in consumer tastes and preferences, government regulation or other factors would have a material adverse effect on EBC's business, operating results and financial condition.  In addition, there can be no assurance that EBC will be successful in importing, developing, managing, introducing and marketing additional new alcoholic beverage products that will sustain sales growth in the future.

Our revenue growth rate depends primarily on our ability to satisfy relevant channels and end-customer demands, identify suppliers of our necessary ingredients and to coordinate those suppliers, all subject to many unpredictable factors.

We may not be able to identify and maintain the necessary relationships with suppliers of product and services as planned.  Delays or failures in deliveries could materially and adversely affect our growth strategy and expected results.  As we supply more customers, our rate of expansion relative to the size of such customer base will decline. In addition, one of our biggest challenges is securing an adequate supply of suitable product.  Competition for product is intense, and commodities costs subject to price volatility.

Our ability to execute our business plan also depends on other factors, including:

We lack sales, marketing and distribution capabilities and depend on third parties to market our products.

We have minimal personnel dedicated solely to sales and marketing of our products and therefore we must rely primarily upon third party distributors to market and sell our products.  These third parties may not be able to market our product successfully or may not devote the time and resources to marketing our products that we require.  We also rely upon third party carriers to distribute and deliver our products.  As such, our deliveries are to a certain extent out of our control.  If we choose to develop our own sales, marketing or distribution capabilities, we will need to build a marketing and sales force with technical expertise and with supporting distribution capabilities, which will require a substantial amount of management and financial resources that may not be available.  If we or a third party are not able to adequately sell and distribute our product, our business will be materially harmed.

The manufacture and sale of alcoholic beverages is regulated by federal and state law; taxation.

The manufacture and sale of alcoholic beverages is a business that is highly regulated and taxed at the federal, state and local levels.  EBC’s operations may be subject to more restrictive regulations and increased taxation by federal, state and local governmental agencies than are those of non-alcohol related businesses.  For instance, operation of EBC’s breweries requires various federal, state and local licenses, permits and approvals.  The loss or revocation of any existing licenses, permits or approvals, failure to obtain any additional or new licenses, permits or approvals or the failure to obtain approval for the transfer of any existing permits or licenses could have a material adverse effect on the ability of EBC to conduct its business.  Certain states have laws restricting or forbidding a combined pub and brewery.  Furthermore, U.S. Treasury Department, Bureau of Alcohol, Tobacco and Firearms ("BATF") regulations prohibit, among other things, the payment of beer slotting allowances to retailers. These regulations have the effect of preventing competitors with greater financial resources from excluding smaller brewers from retailers.  Any repeal or substantial modification of these regulations or the enactment of any new legislation or regulations could have a material adverse effect on the business, financial condition and results of operations of EBC.

The distribution of alcohol-based beverages is also subject to extensive federal and state taxation.  Our operations may be subject to increased taxation as compared with those of non-alcohol related businesses.  In such event, we have to raise prices on our products in order to maintain profit margins.  The effect of such an increase could negatively impact our sales or profitability.

We face various operating hazards, which if not addressed correctly, could result in the reduction of our operations and the loss of your investment.

EBC’s operations are subject to certain hazards and liability risks faced by all brewers, such as potential contamination of ingredients or products by bacteria or other external agents that may be wrongfully or accidentally introduced into products or packaging.  EBC’s products are not pasteurized.  While EBC has never experienced a contamination problem in their products, the occurrence of such a problem could result in a costly product recall and serious damage to the reputation of EBC for product quality.  EBC’s operations also subject employees and others to certain injury and liability risks normally associated with the operation and possible malfunction of brewing and other equipment.  Although EBC maintains insurance against certain risks under various general liability and product liability insurance policies, no assurance can be given that EBC’s insurance will be adequate to fully cover any incidents of product contamination or injuries resulting from brewery operations.  We cannot assure you that we will be able to continue to maintain insurance with adequate coverage for liabilities or risks arising from our business operations on acceptable terms.  Even if the insurance is adequate, insurance premiums could increase significantly which could result in higher costs to us.

Litigation and publicity concerning product quality, health and other issues, which can result in liabilities and also cause customers to avoid our products, could adversely affect our results of operations, business and financial condition.

Beverage and food service businesses can be adversely affected by litigation and complaints from customers or government authorities resulting from food and beverage quality, illness, injury or other health concerns or operating issues stemming from consumption of products.  Adverse publicity about these allegations may negatively affect us, regardless of whether the allegations are true, by discouraging customers from buying our products. We could also incur significant liabilities, if a lawsuit or claim results in a decision against us, or litigation costs, regardless of the result.  Further, any litigation may cause our key employees to expend resources and time normally devoted to the Xoperations of our business.

The alcohol-based beverage industry also faces the possibility of class action or other similar litigation alleging that the continued excessive use or abuse of alcohol-based beverages has caused death or serious health problems.  It is also possible that federal or state governments could assert that the use of alcohol-based beverages has significantly increased that portion of health care costs paid for by the government.  Litigation or assertions of this type have adversely affected companies in the tobacco industry.  It is possible, however, that our suppliers could be named in litigation of this type which could have a negative impact on their business and, in turn, could also have a significant negative impact on our business.

Risks Related to Our Common Stock and the Share Exchange

The total number of shares of EBC common stock issuable in connection with the Share Exchange is unknown as of the date of this Proxy Statement/Registration Statement, and as such, the percentage ownership of Bayhawk stockholders who participate in the Share Exchange is unknown and subject to change as more Bayhawk stockholders participate in the Share Exchange.

EBC will offer the Share Exchange to Bayhawk stockholders for ninety (90) days from the date this Proxy Statement/Registration Statement is sent to the Bayhawk stockholders (the “Exchange Period”). However, EBC management does not know how many Bayhawk stockholders will participate in the Share Exchange, or how many shares of Bayhawk common stock will be tendered or how many shares of EBC common stock will need to be issued. As such, there can be no way of knowing the ownership percentage of EBC of any Bayhawk stockholder who elects to participate in the Share Exchange, and those ownership percentages are subject to change throughout the Exchange Period.

The exact number of shares of Bayhawk common stock outstanding is uncertain, and as such, EBC management cannot determine how many shares of EBC common stock may be issued in connection with the Share Exchange.

On December 11, 2013, a meeting of the stockholders of Bayhawk was held, pursuant to an order of the Delaware Chancery Court, following years of corporate inactivity. At that stockholder meeting, Michael J. Rapport and Evan Rapport, among others, were elected to the Bayhawk board of directors. Mr. Michael Rapport has worked to determine the identity of the Bayhawk stockholders and the number of outstanding shares of Bayhawk common stock, but between 1999, when Bayhawk made its last filing with the SEC and Mr. Rapport’s involvement, the corporate records were incomplete. Mr. Rapport has attempted to contact as many of the Bayhawk stockholders as possible, and to determine the number of shares of Bayhawk common stock outstanding, but there may be additional shares or stockholders who are not known to Bayhawk or EBC management. As such, the exact number of shares of Bayhawk common stock outstanding is uncertain, and EBC management cannot determine how many shares of EBC common stock may be issued in connection with the Share Exchange.

Bayhawk stockholders who participate in the Share Exchange, and others who choose to purchase shares of EBC common stock if and when offered, may have difficulty in reselling their shares due to the lack of market or state Blue Sky laws.

Our common stock is currently not quoted on any market. No market may ever develop for our common stock, or if developed, may not be sustained in the future.  The Bayhawk stockholders who receive shares of our common stock in connection with the Share Exchange, and persons who desire to purchase them in any trading market that might develop in the future should be aware that there might be additional significant state law restrictions upon the ability of investors to resell our shares. Accordingly, even if we are successful in having our shares available for trading on the OTC Bulletin Board or the OTC Markets, investors should consider any secondary market for our securities to be a limited one.

Sales of our common stock under Rule 144 could reduce the price of our stock.

None of our outstanding common shares are currently eligible for resale under Rule 144. In general, persons holding restricted securities in a publicly reporting company that is providing current public information meeting the requirements of Rule 144, including affiliates, must hold their shares for a period of at least six months.  Because EBC was previously a “shell company” as defined in the rules of the SEC, Rule 144 is unavailable until one year from the date on which EBC filed “Form 10 information” with the SEC, which is contained in this Proxy Statement/Registration Statement. Additionally, affiliates of EBC may not sell more than one percent of the total issued and outstanding shares in any 90-day period and must resell the shares in an unsolicited brokerage transaction at the market price. If substantial amounts of our common stock become available for resale under Rule 144 once a market has developed for our common stock, the then-prevailing market prices for our common stock may be reduced.

We may, in the future, issue additional securities, which would reduce our stockholders’ percent of ownership and may dilute our share value.

Our Certificate of Incorporation authorizes us to issue 100,000,000 shares of common stock. As of the date of this Proxy Statement/Registration Statement, we had 436,000 shares of common stock outstanding. Accordingly, we may issue up to an additional 99,564,000 shares of common stock. The future issuance of common stock may result in additional dilution in the percentage of our common stock held by our then existing stockholders. We may value any common stock issued in the future on an arbitrary basis including for services or acquisitions or other corporate actions that may have the effect of diluting the value of the shares held by our stockholders, and might have an adverse effect on any trading market for our common stock.  Additionally, our board of directors may designate the rights terms and preferences of one or more series of preferred stock at its discretion including conversion and voting preferences without prior notice to our stockholders.  Any of these events could have a dilutive effect on the ownership of our shareholders, and the value of shares owned.

Raising additional capital may cause dilution to our existing stockholders.

We may seek additional capital through a combination of private and public equity offerings, debt financings, collaborations, and strategic and licensing arrangements. To the extent that we raise additional capital through the sale of common stock or securities convertible or exchangeable into common stock, your ownership interest in EBC will be diluted.

Raising additional capital may restrict our operations or require us to relinquish rights.

We may seek additional capital through a combination of private and public equity offerings, debt financings, collaborations, and strategic and licensing arrangements.  To the extent that we raise additional capital through the sale of common stock or securities convertible or exchangeable into common stock, the terms of any such securities may include liquidation or other preferences that materially adversely affect your rights as a stockholder.  Debt financing, if available, would increase our fixed payment obligations and may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends.  If we raise additional funds through collaboration, strategic partnerships and licensing arrangements with third parties, we may have to relinquish valuable rights to our intellectual property, future revenue streams or grant licenses on terms that are not favorable to us.

Market volatility may affect our stock price and the value of your shares.

Once a market for our common stock is established, the market price for our common stock is likely to be volatile, in part because our common stock has not been previously traded publicly. In addition, the market price of our common stock may fluctuate significantly in response to a number of factors, most of which we cannot control, including, among others:

An active public market for our common stock may not develop or be sustained after the Share Exchange. We will work to negotiate and determine the initial public sale price with our market makers, but this price may not be indicative of prices that will prevail in the trading market.  As a result, Bayhawk stockholders who participate in the Share Exchange may not be able to sell their shares of common stock at a price that is attractive to them, or at all.

If securities or industry analysts do not publish or cease publishing research or reports or publish misleading, inaccurate or unfavorable research about us, our business or our market, our stock price and trading volume could decline.

The trading market for our common stock will be influenced by the research and reports that securities or industry analysts may publish about us, our business, our market or our competitors. We do not currently have and may never obtain research coverage by securities and industry analysts. If no or few securities or industry analysts cover our company, the trading price and volume of our stock would likely be negatively impacted. If we obtain securities or industry analyst coverage and if one or more of the analysts who covers us downgrades our stock or publishes inaccurate or unfavorable research about our business, or provides more favorable relative recommendations about our competitors, our stock price would likely decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, demand for our stock could decrease, which could cause our stock price or trading volume to decline.

Future sales of our common stock may cause our stock price to decline.

Sales of a substantial number of shares of our common stock in the public market or the perception that these sales might occur could significantly reduce the market price of our common stock and impair our ability to raise adequate capital through the sale of additional equity securities.

We will be subject to penny stock regulations and restrictions, and you may have difficulty selling shares of our common stock.

The SEC has adopted regulations which generally define so-called “penny stocks” to be an equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. We anticipate that our common stock will become a “penny stock”, and we will become subject to Rule 15g-9 under the Exchange Act, or the “Penny Stock Rule”. This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers. For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker- dealers to sell our securities and may affect the ability of purchasers to sell any of our securities in the secondary market.

For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in a penny stock, of a disclosure schedule prepared by the SEC relating to the penny stock market. Disclosure is also required to be made about sales commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

We do not anticipate that our common stock will qualify for exemption from the Penny Stock Rule. In any event, even if our common stock were exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock, if the SEC finds that such a restriction would be in the public interest.

Our compliance with the Sarbanes-Oxley Act and SEC rules concerning internal controls may be time consuming, difficult and costly.

EBC’s executive officers do not have experience being an officer of a public company.   It may be time consuming, difficult and costly for us to develop and implement the internal controls and reporting procedures required by Sarbanes-Oxley.  We may need to hire additional financial reporting, internal controls and other finance staff in order to develop and implement appropriate internal controls and reporting procedures.  If we are unable to comply with Sarbanes-Oxley’s internal controls requirements, we may not be able to obtain the independent accountant certifications that Sarbanes-Oxley Act requires publicly-traded companies to obtain.

We cannot assure you that the common stock will become liquid or that it will be listed on a securities exchange.

We cannot assure you that we will be able to meet the initial listing standards of any stock exchange, or that we will be able to maintain any such listing. Until the common stock is listed on an exchange, we expect that it would be eligible to be quoted on the OTC Bulletin Board or the OTC Markets, another over-the-counter quotation system, or in the “pink sheets.” In those venues, however, an investor may find it difficult to obtain accurate quotations as to the market value of the common stock. In addition, if we failed to meet the criteria set forth in SEC regulations, various requirements would be imposed by law on broker-dealers who sell our securities to persons other than established customers and accredited investors. Consequently, such regulations may deter broker-dealers from recommending or selling the common stock, which may further affect its liquidity. This would also make it more difficult for us to raise additional capital.

Due to the lack of a trading market for our securities, you may have difficulty selling any shares you purchase in this offering, which could result in the loss of your investment.

There is presently no demand for our common stock and no public market exists for the shares being offered in this prospectus.  We plan to contact a market maker immediately following the effectiveness of this Registration Statement to file an application to have our shares quoted on the OTC Bulletin Board (OTCBB) or the OTC Markets. However, there is no guarantee that a trading market will ever develop.  The OTCBB and the OTC Markets are regulated quotation services that display real-time quotes, last sale prices and volume information in over-the-counter (OTC) securities.  The services are not an issuer listing service, market or exchange. Although the OTCBB does not have any listing requirements per se, to be eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC or applicable regulatory authority. Market Makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 or 60 day grace period if they do not make their required filing during that time. EBC cannot guarantee that our application will be accepted or approved or that its stock will be quoted for sale.  As of the date of this filing, there have been no discussions or understandings between EBC or anyone acting on its behalf with any market maker regarding participation in a future trading market for its securities.  If no market is ever developed for our common stock, it will be difficult or impossible for you to sell any shares you purchase in this offering.  In such case, you may find that you are unable to achieve any benefit from your investment or liquidate your shares without considerable delay, if at all.  In addition, if EBC fails to have its common stock quoted on a public trading market, your common stock will not have a quantifiable value and it may be difficult, if not impossible, to ever resell your shares, resulting in an inability to realize any value from your investment.

EBC may issue Preferred Stock with voting and conversion rights that could adversely affect the voting power of the holders of Common Stock.

Although EBC presently has no intention to do so without stockholder approval, which may be obtained solely through the votes of its management and board of directors, the Board may issue Preferred Stock with voting and conversion rights that could adversely affect the voting power of the holders of Common Stock.  Any such provision may be deemed to have a potential anti-takeover effect, and the issuance of Preferred Stock in accordance with such provision may delay or prevent a change of control of EBC.  The Board of Directors also may declare a dividend on any outstanding shares of Preferred Stock.  All outstanding shares of Preferred Stock are fully paid and non-assessable.

We may never pay dividends to shareholders, which could reduce the monetary gain you may realize on your investment.

We have not declared or paid any cash dividends or distributions on our capital stock.  We currently intend to retain our future earnings, if any, to support operations and to finance expansion and therefore we do not anticipate paying any cash dividends on our common stock in the foreseeable future.

The declaration, payment and amount of any future dividends will be made at the discretion of the board of directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors as the board of directors considers relevant.  There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with respect to the amount of any such dividend.  If EBC does not pay dividends, EBC’s common stock may be less valuable because a return on an investor’s investment will only occur if EBC’s stock price appreciates.

Although we expect to apply for quotation on the OTC bulletin board (OTCBB) or the OTC Markets, we may not be approved, and even if approved, we may not be approved for trading on the OTCBB or the OTC Markets; therefore Bayhawk shareholders who participate in the Share Exchange may not have a market to sell their EBC shares, either in the near term or in the long term, or both.

There is presently no demand for our common stock and no public market exists for the Exchange Shares. We plan to contact a market maker immediately following this proxy statement/registration statement’s being declared effective and apply to have the shares quoted on the Over-the-Counter Bulletin Board ("OTCBB") or the OTC Markets. The OTCBB is a regulated quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter securities. The OTCBB is not an issuer listing service, market or exchange. Although the OTCBB does not have any listing requirements per se, to be eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC or applicable regulatory authority. Market makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 to 60 day grace period if they do not make their required filing during that time. We cannot guarantee that our application will be accepted or approved and our stock listed and quoted for sale. If our application is rejected, our stock may then be traded on the "Pink Sheets," and the market for resale of our shares would decrease dramatically, if not be eliminated. As of the date of this filing, there have been no discussions or understandings between EBC and anyone acting on our behalf, with any market maker regarding participation in a future trading market for our securities. If no market is ever developed for our common stock, it will be difficult for you to sell any shares you purchase in this offering. In such a case, you may find that you are unable to achieve any benefit from your investment or liquidate your shares without considerable delay, if at all. In addition, if we fail to have our common stock quoted on a public trading market, your common stock will not have a quantifiable value and it may be difficult, if not impossible, to ever resell your shares, resulting in an inability to realize any value from your investment.

SOLICITATION OF CONSENT OF BAYHAWK STOCKHOLDERS FOR ASSET PURCHASE TRANSACTION AND SHARE EXCHANGE.

PROXY STATEMENT FOR STOCKHOLDER ACTION BY WRITTEN CONSENT

This Proxy Statement (the "Proxy Statement") has been prepared by the Board of Directors of Bayhawk Ales, Inc., a Delaware corporation (“Bayhawk”),and is being furnished in connection with the solicitation by the Board of Directors of Bayhawk of the written consent of the stockholders of Bayhawk, to authorize and approve the entry by Bayhawk into that certain Asset Purchase and Share Exchange Agreement (the “Agreement”), whereby Bayhawk will sell substantially all of its assets, as well as its liabilities (the “Asset Purchase Transaction”), to Evans Brewing Company Inc. (“EBC”), a public reporting company that plans to use the assets.

The specific proposal which is being presented to the shareholders of Bayhawk for their consideration and vote is as follows:

Additionally, Bayhawk is soliciting the written consent of the Bayhawk shareholders to approve the entry by Bayhawk into a Share Exchange transaction, whereby all Bayhawk shareholders who approve the transaction and tender their Bayhawk shares will receive one (1) share of EBC common stock (collectively, the “Exchange Shares”) for every one shares of Bayhawk common stock held as of the record date. The terms of the Agreement are described in detail below.

Bayhawk intends to distribute this Proxy Statement/Registration Statement and the accompanying materials to its stockholders on _____________, 2015. The mailing address of Bayhawk’s principal executive offices is 3815 S. Main St, Santa Ana, CA 92714.

The terms of the Asset Purchase Transaction and the Share Exchange are described in detail in this Proxy Statement.

Attached to the Proxy Statement as Appendix A is the shareholder consent resolution (the “Consent Resolution”), which provides for authorization and approval of the entry by Bayhawk into the Agreement. The procedure for indicating authorization and approval of the entry by Bayhawk into the Agreement is described in detail in the attached Proxy Statement.

Also attached to the Proxy Statement as Appendix B is the Share Exchange Election Form, which explains the procedure for Bayhawk Shareholders to tender their Bayhawk shares to receive shares of EBC common stock.

Recommendation of the Bayhawk Board of Directors

THE BAYHAWK BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE ASSET PURCHASE AND SHARE EXCHANGE AGREEMENT AND UNANIMOUSLY RECOMMENDS THAT BAYHAWK STOCKHOLDERS VOTE FOR THE ASSET PURCHASE TRANSACTION.

THE BAYHAWK BOARD OF DIRECTORS ALSO UNANIMOUSLY RECOMMENDS THAT BAYHAWK SHAREHOLDERS PARTICIPATE IN THE SHARE EXCHANGE OFFERED BY EVANS BREWING COMPANY.

General Information

Voting Rights

The matter which is being submitted for Stockholder approval is to be acted upon by written consent, without meeting, rather than by a vote held ate meeting. The holders of Bayhawk’s issued and outstanding common stock are entitled to consent in writing to the matter being considered.

The Boards of Directors of both EBC and Bayhawk have set as a specific condition for the closing of the Asset Purchase Transaction the approval of the holders of at least a majority of the Independent Shares (i.e. shares not held by Bayhawk’s majority shareholder, The Michael J. Rapport Trust or by Evan Rapport, who is an officer of EBC and the son of Michael Rapport) that actually vote on the Asset Purchase Transaction proposal. The Consent Period, the period during which the Bayhawk shareholders may tender their votes either for or against the Asset Purchase Transaction runs from the date on which Bayhawk mails the definitive proxy materials to its shareholders, and ends on the 31^st day following the mailing date. During the Consent Period, Bayhawk management will work with its Transfer Agent to track the written consents received. The Transfer Agent will count the shares voted, and will provide updates to Bayhawk during the Consent Period. At the closing of the Consent Period, if the holders of at least a majority of the Independent Shares vote in favor of the Asset Purchase Transaction, the Asset Purchase Transaction shall be deemed to have been approved by Bayhawk's shareholders, and EBC and Bayhawk will close the Asset Purchase Transaction as soon thereafter as possible. EBC will provide additional information about the closing to the public in its publicly filed reports, and Bayhawk will then provide notice to each of Bayhawk's shareholders who did not provide written consent authorizing and approving the Asset Purchase Transaction of the taking of the action by written consent of the shareholders. No meeting will be held to vote on this corporate action.

Voting Securities; Record Date

Only the holders of record of shares of Bayhawk’s common stock at the close of business on ____________, 2015 (the “Bayhawk Record Date”), are entitled to execute the Consent Resolution. At the close of business on the Bayhawk Record Date, there were 4,448,624 shares of Bayhawk common stock issued and outstanding held by approximately ________ holders of record. In deciding the matter described in this Proxy Statement, a holder of common stock on the Bayhawk Record Date shall be entitled to provide one consent for each share of common stock then registered in such holder's name. The holders of the common stock as of the Record Date are hereinafter referred to as the “Bayhawk Stockholders.”

Principal Holders of Voting Securities

The following table sets forth certain information regarding beneficial ownership of Bayhawk common stock prior to giving effect to the Share Exchange (i) by each person (or group of affiliated persons) who owns beneficially more than five percent of the outstanding shares of common stock, (ii) by each director and executive officer of EBC, and (iii) by all of the directors and executive officers of EBC as a group. The percentages are based on the following figures:

Except as otherwise noted, the persons named in the table have sole voting and dispositive power with respect to all shares beneficially owned, subject to community property laws where applicable.

Solicitation of Written Consents

Under Delaware law and under the Bayhawk Certificate of Incorporation and Article II, Section 2.9 of the Bayhawk Bylaws, any action which may be taken at any annual or special meeting of the Bayhawk Stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. The matter being considered by the Stockholders is being submitted for action by written consent rather than by votes cast at a meeting. Attached to this Proxy Statement/Registration Statement as Appendix A is the text of the Consent Resolution being submitted for Stockholder adoption by written consent.

As noted, the Boards of Directors of both EBC and Bayhawk have set as a specific condition for the closing of the Asset Purchase Transaction the approval of the holders of at least a majority of the Independent Shares that actually vote on the Asset Purchase Transaction proposal during the Consent Period. At the closing of the Consent Period, if the holders of at least a majority of the Independent Shares vote in favor of the Asset Purchase Transaction, the Asset Purchase Transaction shall be deemed to have been approved by Bayhawk's shareholders, and EBC and Bayhawk will close the Asset Purchase Transaction as soon thereafter as possible. EBC will provide additional information about the closing to the public in its publicly filed reports, and Bayhawk will then provide notice to each of Bayhawk's shareholders who did not provide written consent authorizing and approving the Asset Purchase Transaction of the taking of the action by written consent of the shareholders. No meeting will be held to vote on this corporate action.

Bayhawk Stockholders are being requested to indicate approval of and consent to the adoption of the Consent Resolution by filling out, signing, and dating the enclosed Consent Resolution Signature Page. Execution of the Consent Resolution Signature Page will constitute your approval, as a Stockholder of Bayhawk, of the Asset Purchase Transaction. The discussion and description of the Asset Purchase Transaction in this Proxy Statement/Registration Statement are qualified in their entirety by reference to the full text of the Consent Resolution. Bayhawk Stockholders who do not approve, and consent to the adoption of, the Consent Resolution by execution of the Consent Resolution Signature Page will none the less be bound by the Consent Resolution if sufficient written consents are received by Bayhawk during the Consent Period to approve the Consent Resolution.

The Board of Directors requests that each Stockholder fill out, execute, date, and mail or deliver the Consent Resolution Signature Page to the Registrar and Transfer Agent of Bayhawk at the following address:

Justeene Blankenship

Action Stock Transfer

2469 E Fort Union Blvd, Suite 214

Salt Lake City, UT 84121

801-274-1088 main

801-274-1099 fax

www.actionstocktransfer.com

An addressed envelope is enclosed for your convenience in returning the Consent Resolution Signature Page. Each Bayhawk Stockholder should indicate on the Consent Resolution Signature Page the number of shares of Bayhawk common stock which the Stockholder is voting. The Consent Resolution Signature Page should be returned as soon as possible for receipt by the Registrar and Transfer Agent no later than ____________________, 2015, the close of the Consent Period.

EBC will pay the entire cost of the preparation and mailing of this Proxy Statement/Registration Statement and all other costs of this solicitation. Certain of Bayhawk’s Directors, officers, or employees may also solicit written consents by mail, telephone, telegraph, or personal interview but no additional compensation will be paid to them by Bayhawk for doing so.

Written consents irrevocable

Any Consent Resolution Signature Page executed and delivered by a Bayhawk Stockholder shall be deemed by Bayhawk to constitute that Bayhawk Stockholder's approval of and written consent to the adoption of the Consent Resolution. Once Bayhawk's Registrar and Transfer Agent receives the executed Consent Resolution Signature Page, such consent may not be revoked.

EVERY BAYHAWK STOCKHOLDER’S VOTE IS IMPORTANT. ACCORDINGLY, EACH BAYHAWK STOCKHOLDER SHOULD RETURN THE ENCLOSED WRITTEN CONSENT RESOLUTION, AND VOTE EITHER FOR OR AGAINST THE ASSET PURCHASE TRANSACTION.

Share Exchange Approval

In connection with the Asset Purchase Transaction, the Bayhawk Board of Directors has recommended that its shareholders approve and participate in the Share Exchange, pursuant to which EBC has agreed to issue one (1) share of its common stock for each one (1) share of Bayhawk common stock tendered for exchange.

Also attached to the Proxy Statement/Registration Statement as Appendix B is the Share Exchange Election Form, where you can indicate your choice of whether or not to participate in the Share Exchange. You should complete and sign the Share Exchange Election Form and return it to Bayhawk’s Transfer Agent which explains the procedure for Bayhawk Shareholders to tender their Bayhawk shares to receive shares of EBC common stock.

Logistics of the Share Exchange

PLEASE DO NOT SEND YOUR STOCK CERTIFICATES AT THIS TIME. If you choose to participate in the Share Exchange, please do not send in your stock certificates with the Share Exchange Election Form. If you hold your shares in your name as a shareholder of record, when the Share Exchange is completed you will receive a letter of transmittal with instructions informing you how to send in your stock certificates to the transfer agent in order to receive the Exchange Shares from EBC. You should use the letter of transmittal to exchange your Bayhawk stock certificates for the EBC Exchange Shares that you are entitled to receive as a result of the Share Exchange. If you hold your shares in “street name” through a nominee, then you will receive instructions from your nominee as to how to effect the surrender of your “street name” shares in exchange for the EBC Exchange Shares. Please Note: Bayhawk shareholders who elect to participate in the Share Exchange will be responsible for any Transfer Agent fees and other fees relating to the Share Exchange.

QUESTIONS AND ANSWERS ABOUT THE ASSET PURCHASE TRANSACTION AND THE SHARE EXCHANGE

In this proxy statement, the terms “you,” “your,” and similar terms refer to the shareholders receiving it.

The terms “Bayhawk,” “we,” “us,” “our,” and similar terms refer to Bayhawk Ales, Inc.

The following are some questions that you may have regarding the Asset Purchase Transaction and the proposed Share Exchange. This Proxy Statement/Registration Statement and the enclosed Consent Resolution and Share Exchange Election Form are being mailed to our shareholders on or about _______________, 2015. We urge you to read carefully the entirety of this Proxy Statement/Registration Statement, including the appendices, because the information in this section does not provide all the information that might be important to you with respect to the Asset Purchase Transaction and the Share Exchange.

The Written Consent

Q: Why am I receiving this Proxy Statement?

A: On October 15, 2014, Bayhawk entered into an Asset Purchase and Share Exchange Agreement (the “Agreement”) with Evans Brewing Company, Inc. (“EBC”), subject to the approval of the transactions contemplated thereby by the Bayhawk stockholders, which provides for (i) the purchase by EBC of all of the assets and [certain of] the liabilities of Bayhawk (the “Asset Purchase Transaction”) and (ii) the offer by EBC to issue one (1) share of EBC common stock (the “Exchange Shares”) in exchange for each one (1) share of Bayhawk common stock tendered in connection with EBC’s Share Exchange offer.

The Boards of Directors of both EBC and Bayhawk have set as a specific condition for the closing of the Asset Purchase Transaction the approval of the holders of at least a majority of the Independent Shares (i.e. shares not held by Bayhawk’s majority shareholder, The Michael J. Rapport Trust or by Evan Rapport, who is an officer of EBC and the son of Michael Rapport) that actually vote on the Asset Purchase Transaction proposal. The Consent Period, the period during which the Bayhawk shareholders may tender their votes either for or against the Asset Purchase Transaction runs from the date on which Bayhawk mails the definitive proxy materials to its shareholders, and ends on the 31^st day following the mailing date. During the Consent Period, Bayhawk management will work with its Transfer Agent to track the written consents received. The Transfer Agent will tally the votes, and will provide updates to Bayhawk during the Consent Period. At the closing of the Consent Period, if the holders of at least a majority of the Independent Shares vote in favor of the Asset Purchase Transaction, the Asset Purchase Transaction shall be deemed to have been approved by Bayhawk's shareholders, and EBC and Bayhawk will close the Asset Purchase Transaction as soon thereafter as possible. EBC will provide additional information about the closing to the public in its publicly filed reports, and Bayhawk will then provide notice to each of Bayhawk's shareholders who did not provide written consent authorizing and approving the Asset Purchase Transaction of the taking of the action by written consent of the shareholders. No meeting will be held to vote on this corporate action.

This document is the proxy statement by which the Board of Directors of the Bayhawk (the “Board”) is soliciting written consents from the Bayhawk stockholders to vote on the approval of the entry by Bayhawk into the Agreement, and the approval of the Asset Purchase Transaction Agreement, and also recommending that the Bayhawk stockholders participate in the Share Exchange.

Attached to the Proxy Statement/Registration Statement as Appendix A is the shareholder consent resolution (the “Consent Resolution”), which provides for authorization and approval of the entry by Bayhawk into the Agreement. The procedure for indicating authorization and approval of the entry by Bayhawk into the Agreement is described in detail in the attached Proxy Statement.

Also attached to the Proxy Statement/Registration Statement as Appendix B is the Share Exchange Election Form, where you can indicate your choice of whether or not to participate in the Share Exchange, and which explains the procedure for Bayhawk Shareholders to tender their Bayhawk shares to receive shares of EBC common stock. With respect to the Share Exchange, EBC will accept Share Exchange Election Forms from Bayhawk shareholders through the date which is ninety (90) days from the date the registration statement/proxy is mailed to the Bayhawk shareholders (the “Exchange Period”). Following the end of the Exchange Period, EBC shall terminate the Share Exchange, and any Bayhawk shareholder who does not tender his or her Bayhawk shares will not be entitled to participate in the Share Exchange. Please Note: EBC will instruct its transfer agent to issue the Exchange Shares to each Bayhawk who tenders his or her shares in connection with the Share Exchange. In other words, there is no minimum number of shares that must participate in the Share Exchange before EBC’s transfer agent will commence issuing the Exchange Shares to the Bayhawk shareholders.

Q: Are we being asked to vote on any other matters?

A. No. At this time, the only proposal being presented to the Bayhawk stockholders for a vote is the Asset Purchase Transaction. Additionally, the Bayhawk Board has recommended that the Bayhawk stockholders participate in the Share Exchange offer from EBC, and Bayhawk stockholders may participate in one or both transactions. In other words, Bayhawk stockholders may choose to not vote in favor of the Asset Purchase Transaction and then still choose to participate in the Share Exchange, or they may choose to vote for the Asset Purchase Transaction but choose to not participate in the Share Exchange.

Q: What should I do?

A: Please carefully read this Proxy Statement/Registration Statement. If you are a record shareholder, please respond by completing, signing and dating the Consent Resolution, indicating whether or not you approve the Asset Purchase Transaction, and returning it in the enclosed postage-paid envelope as soon as possible so that your shares will be represented and voted during the Consent Period. Additionally, if you choose to participate in the Share Exchange, please respond by completing, signing and dating the Share Exchange Election Form, indicating whether or not you wish to participate in the Share Exchange, and returning it in the enclosed postage-paid envelope as soon as possible so that the transfer agent receives your election during the Exchange Period.

If your shares are held in “street name” in the name of your bank, broker or other nominee (your

“Nominee”), please refer to your written consent card or the information forwarded by your Nominee to see which voting options are available to you.

Q: If my Bayhawk shares are held in “street name” by my Nominee, will they automatically vote my shares for me?

A: No, if you hold Bayhawk shares in an account at your Nominee, you must provide your Nominee with instructions as to how to vote your shares. Your failure to instruct your Nominee to vote your shares will result in your shares not being voted. If you fail to return your Consent Resolution and do not instruct your Nominee how to vote your shares, the effect will be the same as a vote “AGAINST” the entry by Bayhawk into the Asset Purchase Transaction.

Q: What vote is required to approve the Asset Purchase Transaction?

A: As noted, the Boards of Directors of both EBC and Bayhawk have set as a specific condition for the closing of the Asset Purchase Transaction the approval of the holders of at least a majority of the Independent Shares (i.e. shares not held by Bayhawk’s majority shareholder, The Michael J. Rapport Trust or by Evan Rapport, who is an officer of EBC and the son of Michael Rapport) that actually vote on the Asset Purchase Transaction proposal. As noted above, The Michael J. Rapport Trust holds a majority of the outstanding common stock of Bayhawk, and the Trust’s ownership would otherwise be sufficient to constitute approval of the Asset Purchase Transaction. However, because Michael J. Rapport, who is an executive officer and director of EBC, may be deemed to have an interest in the completion of the Asset Purchase Transaction, the Boards of Directors of both EBC and Bayhawk have set as a specific condition for the closing of the Asset Purchase Transaction the approval of the holders of at least a majority of the Independent Shares.

During the Consent Period, Bayhawk management will work with its Transfer Agent to track the written consents received. The Transfer Agent will tally the votes, and will provide updates to Bayhawk during the Consent Period. At the closing of the Consent Period, if the holders of at least a majority of the Independent Shares vote in favor of the Asset Purchase Transaction, the Asset Purchase Transaction shall be deemed to have been approved by Bayhawk's stockholders, and EBC and Bayhawk will close the Asset Purchase Transaction as soon thereafter as possible. EBC will provide additional information about the closing to the public in its publicly filed reports, and Bayhawk will then provide notice to each of Bayhawk's shareholders who did not provide written consent authorizing and approving the Asset Purchase Transaction of the taking of the action by written consent of the shareholders. No meeting will be held to vote on this corporate action.

Q: What if the holders of a majority of the Independent Shares vote against the Asset Purchase Transaction?

A: If the majority of the holders of the Independent Shares who vote on the Asset Purchase Transaction vote against Bayhawk’s sale of the assets to EBC, Bayhawk management has indicated that they would not close the Asset Purchase Transaction with EBC, and likely would be forced to begin marketing the company to sell to another private investor. There can be no guarantee that Bayhawk’s management would be able to find another purchaser willing to pay the costs associated with obtaining shareholder approval to sell the Bayhawk assets, or to offer a mechanism by which the Bayhawk stockholders would be able to obtain a public market for the shares they have owned, in many cases, for ten years or more with no market or opportunity to sell their shares. Bayhawk management is uncertain that there would be sufficient time to find another purchaser for the assets as there is less than 5 years remaining on the lease at the Bayhawk location. Bayhawk management believes that there may not be sufficient time to give a new buyer sufficient time to increase sales to afford to move the brewery to another location in light of the lease term remaining. Bayhawk management feels that the Asset Purchase Transaction with EBC will give the owners of Bayhawk stock the chance to participate in a functioning brewery, and for those who participate in the Share Exchange, an eventual public market for their shares.

Q: What will I receive in the Share Exchange?

A: If you choose to participate in the Share Exchange, and tender your shares of Bayhawk common stock, you will receive one (1) share of EBC common stock for each one (1) share of Bayhawk stock that is tendered during the Exchange Period.

Q: Does the Board recommend approval of the Agreement and the Asset Purchase Transaction?

A: Yes. The Bayhawk Board unanimously approved the entry by Bayhawk into Agreement the Asset Purchase Transaction with EBC, and determined that the Asset Purchase Transaction is advisable and in the best interests of our stockholders. Therefore, the Bayhawk Board recommends that you vote “FOR” the proposal to approve the Agreement and the entry by Bayhawk into the Asset Purchase Transaction as described in this Proxy Statement/Registration Statement.

In considering the recommendation of our Board, you should be aware that members of our Board and certain of our officers have agreements and arrangements that provide them with interests in the Asset Purchase Transaction that may be different from, or in addition to, those of our shareholders generally. See the section entitled “Proposal 1: Approval of the Agreement and the Asset Purchase Transaction – Interests of Our Directors and Officers in the Asset Purchase Transaction.”

Q: Does the Board recommend the Share Exchange?

A: Yes. The Bayhawk Board unanimously approved the entry by Bayhawk into Agreement and the Asset Purchase Transaction with EBC, a significant part of which is the offer by EBC of the Share Exchange. The Bayhawk Board has reviewed the lack of public market for the Bayhawk shares, and the unlikelihood of the establishment of a public market in Bayhawk, and the greater potential for a public market in the EBC common shares, and determined that the Share Exchange is advisable and in the best interests of our stockholders. Therefore, the Bayhawk Board recommends that you participate in the Share Exchange, and tender your shares of Bayhawk common stock during the Exchange Period in connection with the Share Exchange, as described in this Proxy Statement/Registration Statement.

In considering the recommendation of our Board, you should be aware that members of our Board and certain of our officers have agreements and arrangements that provide them with interests in the Share Exchange that may be different from, or in addition to, those of our shareholders generally. See the section entitled “Proposal 1: Approval of the Agreement and the Asset Purchase Transaction – Interests of Our Directors and Officers in the Share Exchange.”

Q: What are the U.S. federal income tax consequences of the Share Exchange?

A: The receipt of the Exchange Shares by a U.S. holder in exchange for shares of Bayhawk common stock in the Share Exchange will be a taxable transaction for U.S. federal income tax purposes. Your gain or loss will be determined by the tax basis in your shares of Bayhawk common stock. For a more complete description of the U.S. federal income tax consequences of the Share Exchange, see the section entitled “Material U.S. Federal Income Tax Consequences of the Share Exchange.”

Tax matters are very complicated, and the tax consequences of the Share Exchange to a particular shareholder will depend in part on such shareholder’s individual circumstances. Accordingly, you are urged to consult your own tax advisor for a full understanding of the tax consequences of the Share Exchange to you, including the applicability and effect of federal, state, local and foreign income and other tax laws.

Q: When do the EBC and Bayhawk expect to complete the Asset Purchase Transaction?

A: Management of both Bayhawk and EBC are working toward completing the Asset Purchase Transaction as quickly as possible and expect to close the transaction no later than the third quarter of 2014. As noted, completion of the Asset Purchase Transaction is subject to approval of the Agreement and the Asset Purchase Transaction by the holders of at least a majority of the Independent Shares (i.e. shares not held by Bayhawk’s majority shareholder, The Michael J. Rapport Trust or by Evan Rapport, who is an officer of EBC and the son of Michael Rapport) that actually vote on the Asset Purchase Transaction proposal. The Consent Period, the period during which the Bayhawk shareholders may tender their votes either for or against the Asset Purchase Transaction runs from the date on which Bayhawk mails the definitive proxy materials to its shareholders, and ends on the 31^st day following the mailing date. During the Consent Period, Bayhawk management will work with its Transfer Agent to track the written consents received. The Transfer Agent will tally the votes, and will provide updates to Bayhawk during the Consent Period. At the closing of the Consent Period, if the holders of at least a majority of the Independent Shares vote in favor of the Asset Purchase Transaction, the Asset Purchase Transaction shall be deemed to have been approved by Bayhawk's shareholders, and EBC and Bayhawk will close the Asset Purchase Transaction as soon thereafter as possible, subject to other customary closing conditions. However, no assurance can be given as to when, or if, the Asset Purchase Transaction will close.

Q: When do the EBC and Bayhawk expect to complete the Share Exchange?

A: As noted, with respect to the Share Exchange, EBC will accept Share Exchange Election Forms from Bayhawk shareholders through the date which is ninety (90) days from the date the registration statement/proxy is mailed to the Bayhawk shareholders (the “Exchange Period”). Following the end of the Exchange Period, EBC shall terminate the Share Exchange, and any Bayhawk shareholder who does not tender his or her Bayhawk shares will not be entitled to participate in the Share Exchange. Please Note: EBC will instruct its transfer agent to issue the Exchange Shares to each Bayhawk who tenders his or her shares in connection with the Share Exchange. In other words, there is no minimum number of shares that must participate in the Share Exchange before EBC’s transfer agent will commence issuing the Exchange Shares to the Bayhawk shareholders.

Q: Am I entitled to seek appraisal of my shares rather than participate in the Share Exchange?

A: No. Under Delaware General Corporate Law (“DGCL”), you do not have appraisal rights, or the right to receive payment of your shares in lieu of participating in the Share Exchange. You are not required to approve the Asset Purchase Transaction, and are not required to participate in the Share Exchange. Management of EBC and Bayhawk believe that it is in the best interests of the Bayhawk stockholders to approve the Asset Purchase Transaction and to participate in the Share Exchange, but whether to vote to approve the Asset Purchase Transaction or participate in the Share Exchange is entirely up to you.

Q: How do I vote?

A: If you are a shareholder of record, you may vote your shares of Common Stock on the proposed matters by completing, signing and dating your Consent Resolution and returning it in the enclosed postage-paid envelope.

If you are a beneficial owner, please refer to the instructions provided by your Nominee to see which of the above choices are available to you.

Q: Can I revoke or change my vote after I have submitted my Consent Resolution with voting instructions?

A: No. Once you have submitted the Consent Resolution, Bayhawk’s transfer agent will count it either for or against the Asset Purchase Transaction. As such, please consider carefully before you return your Consent Resolution indicating your vote.

Q: What happens if I sell my shares after the Bayhawk record date but before the end of the Consent Period?

A: The Bayhawk record date for those stockholders entitled to vote on the Asset Purchase Agreement will be ____________, 2015. If you sell or otherwise transfer your Bayhawk shares after the Bayhawk Record Date but before close of the Consent Period, you will retain your right to vote on the Asset Purchase Transaction. However, you will not have the right to participate in the Share Exchange or receive Exchange Shares from EBC. To be able to participate in the Share Exchange, you must hold your shares until you tender them in connection with the Share Exchange.

Q: What does it mean if I receive more than one Consent Resolution and Share Exchange Election Form?

A: If your shares are registered differently or are in more than one account, you may receive more than one Consent Resolution and Share Exchange Election Form. Please complete, sign, date and return all of Consent Resolutions you receive to indicate your vote on the Asset Purchase Transaction to ensure that all of your shares are voted.

Q: Should I send my stock certificates with Consent Resolution or Share Exchange Election Form?

A: No. Do not send in your stock certificates with your Consent Resolution or Share Exchange Election Form. If you hold your shares in your name as a shareholder of record, and if you choose the to participate in the Share Exchange, you will receive a letter of instructions from the Transfer Agent informing you how to send in your Bayhawk stock certificates to receive the EBC Exchange Shares to which you are entitled. You should use the letter of transmittal to exchange your Bayhawk stock certificates for the Exchange Shares that you are entitled to receive as a result of the Share Exchange. If you hold your shares in “street name” through a Nominee, then you will receive instructions from your Nominee as to how to effect the surrender of your “street name” shares in exchange for the EBC Exchange Shares. Bayhawk shareholders who elect to participate in the Share Exchange will be responsible for any transfer agent fees and other fees relating to the exchange of the Bayhawk shares of the EBC shares.

APPROVAL BY EVANS BREWING COMPANY INC. STOCKHOLDERS

The EBC Board of Directors has recommended that its shareholders vote “FOR” the entry by EBC into the Asset Purchase Transaction, and “FOR” the Share Exchange proposal. As noted above, the shareholders of EBC have approved the entry by EBC into the Asset Purchase Transaction and the Share Exchange proposal.

INFORMATION ABOUT THE COMPANIES

Evans Brewing Company, Inc.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

There are statements in this proxy statement/registration statement that are not historical facts. These “forward-looking statements” can be identified by use of terminology such as “believe,” “hope,” “may,” “anticipate,” “should,” “intend,” “plan,” “will,” “expect,” “estimate,” “project,” “positioned,” “strategy” and similar expressions. You should be aware that these forward-looking statements are subject to risks and uncertainties that are beyond our control. For a discussion of these risks, you should read this entire proxy statement/registration statement carefully, especially the risks discussed under “Risk Factors.” Although management believes that the assumptions underlying the forward looking statements included in this proxy statement/registration statement are reasonable, they do not guarantee our future performance, and actual results could differ from those contemplated by these forward looking statements. The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. In the light of these risks and uncertainties, there can be no assurance that the results and events contemplated by the forward-looking statements contained in this proxy statement/registration statement will in fact transpire. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. We expressly disclaim any obligation to update or revise any forward-looking statements.

Overview and Highlights

Company Background

Evans Brewing Company Inc. (“EBC”), was incorporated under the laws of the State of Delaware on June 18, 2013, as ALPINE 3 Inc. On July 3, 2013, EBC filed a Registration Statement on Form 10 with the U.S. Securities and Exchange Commission (the “SEC”) to become a public company.

EBC was formed by Richard Chiang, who was the initial stockholder and the initial sole officer and director. On April 19, 2014, the Board of Director appointed Mr. Michael J. Rapport and Mr. Evan Rapport to the Board of Directors.

On April 10, 2014, Mr. Chiang entered into a Share Purchase Agreement pursuant to which he sold an aggregate of 10,000,000 shares of EBC’s common stock to The Michael J. Rapport Trust (the “Trust”) for a purchase price of $40,000. Pursuant to the Share Purchase Agreement, The Trust became the sole shareholder of EBC, owning 100% of the issued and outstanding shares of EBC’s common stock.

Immediately following the closing of the Share Purchase Agreement transaction, Mr. Chiang tendered his resignation as EBC’s President, Chief Executive Officer, Chief Financial Officer, Secretary and Chairman of the

Board of Directors. Michael J. Rapport, acting as a member of the Registrant’s Board of Directors, accepted Mr. Chiang’s resignation. The resignations were in connection with the consummation of the Share Purchase Agreement with the Trust, and were not the result of any disagreement with EBC on any matter relating to EBC’s operations, policies, or practices. Following Mr. Chiang’s resignations, Michael Rapport appointed himself as President, Chief Executive Officer, Chief Financial Officer, Secretary and Chairman of the Board of Directors of EBC. Michael Rapport also appointed Evan Rapport as to serve as EBC's Vice President. Biographical Information for Michael J. Rapport and for Evan Rapport is included below. Michael Rapport is the father of Evan Rapport.

Pursuant to negotiations between EBC’s management and the management of Bayhawk, EBC and Bayhawk determined to enter into the Asset Purchase and Share Exchange Agreement (the “Agreement”), subject to the approval by the stockholders of Bayhawk, as discussed herein. Pursuant to the Agreement, EBC will acquire the assets and operations of Bayhawk, including the assets and operations of Evans Brewing California.

Results of Operations for the three and nine months ended September 30, 2014 and for the period June 18, 2013 to September 30, 2013

Our operating results are summarized as follows:

Revenues

During nine and three ended September 30, 2014 and 2013, we did not have sales. We can make no assurances that we will find commercial success in any of our products.

Operating Expenses

Our general, administrative are largely attributable to transfer agent, legal, accounting and audit fees related to our reporting requirements as a public company.

We anticipate that we will incur approximately $50,000 for operating expenses, including, legal, accounting and audit expenses associated with our reporting requirements as a public company under the Exchange Act during the next twelve months.

Stock-based compensation has been paid to individuals and a company that have been instrumental in helping establish the Company, providing services and valuable insight into strategy and plans.

Net income (loss)

As a result of our operating expenses the Company reported a net income (loss) of $(24,105) and $(56,357) for the three and nine months ended September 30, 2014, respectively.

Liquidity and Capital Resources

Working Capital

Cash Flows 

Cash Used In Operating Activities

Our net loss for the period ended September 30, 2014, was the main contributing factor for our negative operating cash flow.

Cash from Financing Activities

As of September 30, 2014, we have insufficient cash to operate our business at the current level for the next twelve months and insufficient cash to achieve our business goals. The success of our business plan beyond the next 12 months is contingent upon us obtaining additional financing. We intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Going Concern

The accompanying quarterly financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred losses since inception and had accumulated a deficit of $59,190 as of September 30, 2014. The Company requires capital for its contemplated operational and marketing activities. The Company’s ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

In order to mitigate the risk related with this uncertainty, the Company plans to issue additional shares of common stock for cash and services during the next 12 months.

Recent Developments

Change in Controlling Shareholder

On April 10, 2014, Richard Chiang, the founder and sole officer and director of the Company entered into a Share Purchase Agreement pursuant to which he sold 10,000,000 shares of the Company’s common stock to The Michael J. Rapport Trust (the “Trust”) for a purchase price of $40,000. Pursuant to the Share Purchase Agreement, the Trust became the sole shareholder of the Company, owning 100% of the issued and outstanding shares of the Company’s common stock. On October 9, 2014, the Trust agreed to the cancellation of 9,600,000 of the shares, and retained 400,000 shares.

Changes in Management

On May 20, 2014, immediately prior to the closing of the Share Purchase Agreement transaction, Mr. Chiang, acting as the sole shareholder of the Company, elected and appointed Michael J. Rapport and Evan Rapport to the Board of Directors of the Company. Immediately following the closing of the Share Purchase Agreement transaction, Mr. Chiang tendered his resignation as the Company’s President, Chief Executive Officer, Chief Financial Officer, Secretary and Chairman of the Board of Directors. Michael J. Rapport, acting as a member of the Company’s Board of Directors, accepted Mr. Chiang’s resignation. The resignations were in connection with the consummation of the Share Purchase Agreement with the Trust, and were not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Following Mr. Chiang’s resignations, Michael Rapport appointed himself as President, Chief Executive Officer, Chief Financial Officer, Secretary and Chairman of the Board of Directors of the Company. Michael Rapport also elected Evan Rapport, his son, as to serve as the Company’s Vice President.

Biographical Information for Michael Rapport

Michael J. Rapport – Michael Rapport currently serves as the Chairman of the Board of Bayhawk Ales Inc., a position he has held since 2013. He also serves as President of Frontier Aluminum Corporation, an aluminum extruder company, since 1990. Additionally, Mr. Rapport was a Managing Partner of TresHermanos, LLC, and also holds a position as President of Evans Brewing Company. In 2011, Mr. Rapport and his son Evan Rapport started Evans Premium Lager, which has gained international attention, winning 16 awards for craft lagers. He received a B.A. degree in Psychology from Antioch West University in 1979.

Biographical Information for Evan Rapport

Evan Rapport –Evan Rapport currently serves as the President of Bayhawk Ales Inc., a position he has held since 2013. He also served as a Managing Partner of TresHermanos, LLC. Additionally, Mr. Rapport is the Vice President of Evans Brewing Company. In 2011, Mr. Rapport and his father, Michael Rapport started Evans Premium Lager.

Michael Rapport is the father of Evan Rapport.

Name Change

On April 15, 2014, the Board of Director and the Trust, acting as the sole stockholder of the Company, approved an amendment to the Company’s Certificate of Incorporation to change the name of the Company from ALPINE 3 Inc. to Evans Brewing Company Inc. On that date, the Company filed a Certificate of Amendment (the “Amendment”) with the State of Delaware.

Election of New Director

On May 23, 2014, the Shareholders (the “Shareholders”) of the Company elected Richard Chiang, Mark Lamb, Roy Roberson, and Joe Ryan to serve as members of the Board, effective immediately.

As noted above, Mr. Chiang is the founder and former Chief Executive Officer, Secretary, Treasurer and Director of the Company. Mr. Chiang is employed by Tech Associates, Inc., a financial advisory firm engaged in assisting emerging growth companies with capital markets consulting. From February 2010 to May 2012, he was employed by Redwood Capital, Inc., a financial advisory firm engaged in cross borders transactions in The People’s Republic of China, as a Managing Director of private equity. From January 2009 to January 2010, Mr. Chiang was employed as an Associate Partner of BayPeak LLC, a financial advisor engaged in cross borders transactions in The People’s Republic of China. From 2005 to 2009, he was an independent consultant specializing in corporate and securities consulting services for small and medium sized companies. Prior to that he was a licensed National Association of Securities Dealers (NASD) Series 7 registered representative and held senior executive positions at Bear, Stearns & Co., Inc, Cruttenden Roth, Inc and for Wedbush Morgan Securities, Inc. Mr. Chiang has held several securities licenses such as the Series 7, Series 24, Series 63, and the NASAA Uniform Investment Advisors Law Series 65 license and has extensive experience in several areas within the financial services industry such as securities trading, mergers and acquisitions, private wealth management, private equity and corporate finance. Mr. Chiang graduated from the University of California, Berkeley, The Haas School of Business.

Mr. Lamb is a vice president of Double Diamond Financial a firm engaged in individual and business planning, where he has worked since February, 2003. Prior to his employment at Double Diamond Financial, Mr. Lamb was a registered representative with The Robert Driver Company, a financial services firm since October 1999. From October 1996 to October 1999, he was an account specialist with Liberty Mutual Group and from May 1994 to October 1996 he was an account executive with Paine Webber Inc. He began his career in financial services in June 1988 as an investment counselor with Western Financial Planning Corporation. Mr. Lamb holds a Series 7, Series 66, Series 63, and Series 6 licenses with FINRA. He also holds property, casualty, life, health and disability insurance licenses. Mr. Lamb attended San Diego State University.

Mr. Roberson P.E. is a professional engineer in the land development industry. He manages real estate development projects and has held senior management positions at several public and private businesses that serve the land development industry. He is a post-graduate of development, real estate, investment, finance and strategic planning and management of technical professionals from the University of California, Irvine. He received his BS from Texas A&M University, in civic engineering, in 198. He became a registered civil engineer in the State of California in 1989. Roy is also a founding member of Bayhawk Ales since 1994 through 2013. He has extensive corporate start up experience in the Southern California region and has also accomplished many real estate projects that include homes, golf courses, schools, churches, hospitals, offices, bridges, tunnels, habitat restoration flood control, water supply as well as for corporate companies such as Space X and Virgin Galactic.

Mr. Ryan is responsible for business development, sales, marketing, and account management at the company he founded, Graphic Industries, a print and interactive production company providing end-to-end solutions for the marketing and communications industry. Mr. Ryan also founded Accomplice, a brand packing, logo design, website merchandising design, apparel, social marketing firm that provides expertise to clients such as Verizon Wireless, Grand Canyon Brewing Company, Los Angeles Dodgers, Warner Brothers Entertainment, and Kawasaki. From 2000 to present, Mr. Ryan is a founding partner and current sole proprietor of The Academy of Fine Beers, where he co-created and developed as well as marketed the Josef BIERBITZCH Golden Pilsner, Wing Man American Lager, Birra Bella and Shenanigans Irish Lager. Ryan recently concepted and developed a Brewer Series titled Hail to Rock, in which Bayhawk Ales will produce.

In connection with their election to the Board, all directors will be granted a restricted stock award covering 2,000 shares of the Company’s common stock which will be vested over a period of one year.

Distribution Agreement

On July 30, 2014, EBC entered into a Brand Manager Agreement with Prestige Imports, LLC (“Prestige”), located in Mt. Clemens, MI, pursuant to which EBC engaged Prestige to act as brand manager for certain of EBC’s products, including Big Dawg, Pigs Eye, Milwaukee Select, Bad Kat, and Dead Presidents labels, and granted to Prestige the exclusive rights to manage and distribute EBC’s products to distribution channels and retail outlets. The territory is defined in the Brand Manager Agreement as the continental United States excluding Oklahoma, Colorado, and certain territories covered by other distributors. Prestige agreed to provide internet, phone, distributor contacts, distributor management, marketing concepts, presentation bindings, brand registration, inventory management, launch preparation, and lead generation services, among others. The initial term of the Brand Management Agreement is for one year, and it will be automatically renewed for additional one year periods, although either party may terminate the agreement by providing 90-days’ written notice prior to an automatic extension. EBC’s obligations include using commercially reasonable efforts to have available products to supply to Prestige’s distributors in sufficient quantities to meet demand for the products.

EBC’s management believes that the Brand Manager Agreement with Prestige will permit broad distribution of EBC’s products, including the brands and labels purchased from Bayhawk, assuming the Asset Purchase Transaction is approved by the stockholders of Bayhawk. Prestige has built a fast-growing, national network of alcoholic beverage distributors in the United States, comprised of capital-rich beer distributors and wine / spirits distributors.

Description of Business

Following the closing of the Asset Purchase Transaction, assuming the required approval is obtained from the Bayhawk stockholders, EBC plans to employ the assets of Bayhawk and Evans Brewing California in its operations as a brewery. As noted above, to date, EBC has not had operations, but intends to acquire the assets of Bayhawk and Evans Brewing California and to continue to sell those products, produce new beers and labels, and build its distribution network and sales.

Description of Property

Following the closing of the Asset Purchase Transaction, assuming the required approval is obtained from the Bayhawk stockholders, EBC plans to work with Landry’s, the lessor of the Bayhawk brewery location, to continue to use that property. EBC management has been in discussions with Landry’s regarding the ongoing use of the facility and believes that it will be able to negotiate a lease of the premises with Landry’s. EBC owns no other properties.

Legal Proceedings

As of the date of this Proxy Statement/Registration Statement, there were no material pending legal proceedings to which EBC was a party or as to which any of its property was subject, and no such proceedings are known to EBC’s management to be threatened or contemplated against it.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

(a) Dismissal of Independent Registered Public Accounting Firm.

On January 21, 2015, Company’s the board of directors (the "Board") dismissed Kenne Ruan, CPA, P.C. (“KR”) as the independent registered public accounting firm for the Company effective immediately.

Other than an explanatory paragraph included in the audit report of KR for the Company's fiscal year ended December 31, 2013, relating to the uncertainty of the Company's ability to continue as a going concern, the audit report of KR on the Company's financial statements for the fiscal year ended December 31, 2013, and through January 21, 2015, did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles.

During the Company's 2013 and 2014 fiscal year and through the date of this Current Report on Form 8-K, (1) there were no disagreements with KR on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of KR, would have caused KR to make reference to the subject matter of the disagreements in connection with their report, and (2) there were no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

(b) Engagement of New Independent Registered Public Accounting Firm.

On January 21, 2015, upon approval of the Company’s Board of Directors, the Company engaged Anton & Chia, LLP (“A&C”), as the Company's independent registered public accounting firm to audit the Company’s financial statements and to perform reviews of interim financial statements. During the fiscal year ended December 31, 2013, through January 21, 2015, neither the Company nor anyone acting on its behalf consulted with A&C regarding (i) either the application of any accounting principles to a specific completed or contemplated transaction of the Company, or the type of audit opinion that might be rendered by A&C on the Company's financial statements; or (ii) any matter that was either the subject of a disagreement with KR or a reportable event with respect to KR; (iii) the type of audit opinion that might be rendered on the Company’s financial statements, and none of the following was provided to the Company: (a) a written report, or (b) oral advice that A&C concluded was an important factor considered by the Company in reaching a decision as to accounting, auditing or financial reporting issue; or (iv) Any matter that was the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K.

Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

Compensation of EBC Management Following the Asset Purchase Transaction

Following the closing of the Asset Purchase Transaction, assuming the required approval is obtained from the Bayhawk stockholders, the EBC Board of Directors will determine the compensation to be paid to EBC’s management, including Mr. Michael Rapport and Mr. Evan Rapport, for their services to EBC. As of the date of this Proxy Statement/Registration Statement, neither Michael Rapport nor Evan Rapport had entered into employment agreements with EBC. Additionally, as of the date of this Proxy Statement/Registration Statement, EBC did not have a compensation committee.

Related Party Transactions

As noted throughout this Proxy Statement/Registration Statement, Michael Rapport, through The Michael J. Rapport Trust, is the majority shareholder of both Bayhawk and EBC. Through his anticipated participation in the Share Exchange, Mr. Rapport will receive additional shares of EBC common stock in exchange for his shares of Bayhawk common stock. On October 9, 2014, the Trust agreed to the cancellation of 9,600,000 of the shares, and retained 400,000 shares. However, even following the cancellation of such shares, Mr. Rapport, through the Trust, will remain the majority shareholder of EBC.

Additionally, both Michael and Evan Rapport were affiliated with Evans Brewing California, the assets of which were purchased by Bayhawk prior to the proposed Asset Purchase Transaction with EBC. Through the Asset Purchase Transaction, EBC will acquire the assets of Bayhawk, which include the assets of Evans Brewing California.

The Bayhawk Board of Directors was aware of Michael Rapport’s (indirect) ownership of Bayhawk and EBC stock, and took those factors into consideration when considering the proposed Asset Purchase and Share Exchange transactions. Additionally, Mr. Rapport did not participate in the voting on the proposed Asset Purchase and Share Exchange transactions.

Michael Rapport is the father of Evan Rapport, a director of Bayhawk and an officer and director of EBC.

Director Independence

EBC is not required by any outside organization (such as a stock exchange or trading facility) to have independent directors.

FINANCIAL STATEMENTS

ALPINE 3 INC.
(A Development Stage Company)

FINANCIAL STATEMENTS

AS OF DeCEMBER 31, 2013
AND FOR THE PERIOD FROM JUNE 18, 2013
(DATE OF INCEPTION) TO DECEMBER 31, 2013

Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
ALPINE 3 Inc.
(A Development Stage Company)

We have audited the accompanying balance sheet of ALPINE 3, Inc. as of December 31, 2013 and the related statements of operations, changes in shareholders’ equity and cash flows for the period from June 18, 2013 (inception) to December 31, 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of ALPINE 3, Inc. as of December 31, 2013 and the results of its operation and its cash flows for the period from June 18, 2013 (inception) to December 31, 2013 in conformity with U.S. generally accepted accounting principles.

The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in the note to the financial statements, the Company’s lack of liquidity and losses from operations raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

ALPINE 3 INC.
(A Development Stage Company)
Balance Sheet

See Notes to Financial Statements.

ALPINE 3 INC.
(A Development Stage Company)
Statements of Operations

See Notes to Financial Statements.

ALPINE 3 INC.
(A Development Stage Company)
Statement of Changes in Stockholders’ Equity (Deficit)
From June 18, 2013 (inception) through December 31, 2013

See Notes to Financial Statements.

ALPINE 3 INC.
(A Development Stage Company)
Statement of Cash flows

See Notes to Financial Statements.

ALPINE 3 INC.
(A Development Stage Company)
Notes to Financial Statements
For the Period from June 18, 2013 (inception) to December 31, 2013

NOTE 1.   ORGANIZATION AND DESCRIPTION OF BUSINESS

ALPINE 3 Inc. (the “Company”) was incorporated under the laws of the State of Delaware on June 18, 2013 and has been inactive since inception. The Company intends to serve as a vehicle to effect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business.

NOTE 2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation - Development Stage Company

The Company has not earned any revenue from operations. Accordingly, the Company’s activities have been accounted for as those of a “Development Stage Company” as set forth in Financial Accounting Standards Board ASC 915. Among the disclosures required by ASC 915 are that the Company’s financial statements be identified as those of a development stage company, and that the statements of operations, stockholders’ equity and cash flows disclose activity since the date of the Company’s inception.

Accounting Method

The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a fiscal year ending on December 31.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates.

Cash Equivalents

The Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents.

Income Taxes

Income taxes are provided in accordance with Statement of Financial Accounting Standards ASC 740 Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. There were no current or deferred Income tax expenses or benefits due to the Company not having any material operations for period ended December 31, 2013.

Basic Earnings (Loss) per Share

In February 1997, the FASB issued ASC 260, “Earnings per Share”, which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. ASC 260 supersedes the provisions of APB No. 15, and requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted the provisions of ASC 260 effective (inception).

Basic net loss per share amounts is computed by dividing the net income by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company.

Impact of New Accounting Standards

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position, or cash flow.

NOTE 3.  GOING CONCERN

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not established any source of revenue to cover its operating costs. The Company will engage in very limited activities without incurring any liabilities that must be satisfied in cash until a source of funding is secured. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.

NOTE 4. RELATED PARTY TRANSACTIONS

An officer and director of the Company has performed services for the Company during the period the value of which was $1,000, in exchange for 10,000,000 shares of common stock. The officer and director of the Company paid operating expenses for the Company, as of December 31, 2013 the balance of the Due To Related Party was $ 500.

NOTE 5.   SHAREHOLDER’S EQUITY

Upon formation, the Board of Directors issued 10,000,000 shares of common stock for $1,000 in services to the founding shareholder of the Company.

The stockholders’ equity section of the Company contains the following classes of capital stock as of December 31, 2013:

NOTE 6. COMMITMENT AND CONTINGENCY

There is no commitment or contingency to disclose during the period ended December 31, 2013.

NOTE 7.  SUBSEQUENT EVENTS

Management has evaluated subsequent events up to and including February 7, 2014 which is the date the statements were available for issuance and determined there are no reportable subsequent events. 

EVANS BREWING COMPANY INC. 
Financial Statements

Contents

Evans Brewing Company Inc. 
CONDENSED BALANCE SHEETS

The accompanying notes are an integral part of these unaudited condensed financial statements.

Evans Brewing Company Inc. 
CONDENSED STATEMENTS OF OPERATIONS 
(Unaudited)

The accompanying notes are an integral part of these unaudited condensed financial statements.

Evans Brewing Company Inc. 
CONDENSED STATEMENTS OF CASH FLOWS 
(Unaudited)

The accompanying notes are an integral part of these unaudited condensed financial statements.

Description of business – Evans Brewing Company Inc. (the “Company”) was incorporated under the laws of the state of Delaware on June 18, 2013 and has been inactive since inception. The Company intends to serve as a vehicle to effect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business.

On May 23, 2014, the Board of Directors and sole stockholder of the Company elected Richard Chiang, Mark Lamb, Roy Roberson and Joe Ryan to serve as members of the Board. Additionally, on the same date, the Board of Directors and sole stockholder of the Company unanimously voted to engage Tech Associates Inc. as its corporate advisor to assist in its ‘going public’ strategy. The term is for one year, with monthly compensation $2,000 and 2,500 shares of the Company’s restricted common stock per month. Tech Associates Inc. is controlled by Richard Chiang, a director of the Company.

On May 29, 2014, the Board of Directors and sole stockholder of Company approved an amendment to the Registrant’s Certificate of Incorporation to change the name of the Registrant from ALPINE 3 Inc. to Evans Brewing Company Inc. On that date, the Company filed a Certificate of Amendment with the state of Delaware.

The accompanying unaudited financial statements of Evans Brewing Company Inc. have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission requirements for interim financial statements. Therefore, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The financial statements should be read in conjunction with the annual financial statements for the year ended December 31, 2013 of Evans Brewing Company Inc. in our Form 10-K filed on February 7, 2014.

The interim financial statements present the balance sheets, statements of operations and cash flows the Company. The financial statements have been prepared in accordance with U.S. GAAP.

The interim financial information is unaudited. In the opinion of management, all adjustments necessary to present fairly the financial position as of September 30, 2014 and the results of operations and cash flows presented herein have been included in the financial statements. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results of operations for the full year.

Use of estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ from those estimates.

Cash and cash equivalents – Cash and cash equivalents consist of cash and short-term investments with original maturities of less than 90 days. Cash equivalents are placed with high credit quality financial institutions and are primarily in money market funds. The carrying value of those investments approximates fair value.

Revenue Recognition – Revenue is only recognized when all of the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) delivery has occurred or services have been rendered, (3) the price to the buyer is fixed or determinable, and (4) collectability is reasonably assured.

Earnings (loss) per share – Basic earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per common share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued. There were no potentially dilutive securities outstanding during the periods presented.

Stock-based compensation – The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with Financial Accounting Standards Board (“FASB”) ASC 718-10, Compensation – Stock Compensation, and the conclusions reached by FASB ASC 505-50, Equity – Equity-Based Payments to Non-Employees. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50.

Income taxes – The Company records income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carryforwards. Accounting standards regarding income taxes requires a reduction of the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a more-likely-than-not realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, the Company’s experience with operating loss and tax credit carryforwards not expiring unused, and tax planning alternatives.

The Company recorded valuation allowances on the net deferred tax assets. Management will reassess the realization of deferred tax assets based on the accounting standards for income taxes each reporting period. To the extent that the financial results of operations improve and it becomes more likely than not that the deferred tax assets are realizable, the Company will be able to reduce the valuation allowance.

Significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. Accounting standards regarding uncertainty in income taxes provides a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely, based solely on the technical merits, of being sustained on examinations. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes.

Recent Accounting Pronouncements - In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders' equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted.

The Company early adopted ASU 2014-10 during the quarter ended May 31, 2014, thereby no longer presenting or disclosing any information required by Topic 915.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred losses since inception and had accumulated a deficit of $59,190 as of September 30, 2014. The Company requires capital for its contemplated operational and marketing activities. The Company’s ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

In order to mitigate the risk related with this uncertainty, the Company plans to issue additional shares of common stock for cash and services during the next 12 months.

On July 21, 2014, Michael J. Rapport the Chief Executive Officer, sole director and controlling shareholder of the Company, advanced the Company a $100,000 unsecured loan with a 1.5% interest rate per annum, due no later than July 21, 2017. The loan is convertible into common shares of the Company at any time after the second year’s anniversary at a price based upon either: a) The price of its most recent private placement offering, closest to the time of conversion, b) If publicly-traded, then the bid price of its common stock on the closing day of the conversion. As at September 30, 2014, the Company accrued $292 of interest which is included in accounts payable and accrual liabilities.

5. RELATED PARTY TRANSACTIONS

During the three and nine months ended September 30, 2014, the Company incurred $8,950 and $11,305 for advisory services and SEC filing services, respectively, to Tech Associates, Inc., a company controlled by Richard Chiang, a director of the Company. At September 30, 2014, $355 was due to Tech Associates, Inc.

Michael J. Rapport, the Chief Executive Officer and the majority shareholder of the Company, advanced the Company $18,000 to pay legal and advisory fees. The amount due to related party is non-interest paying, unsecured, and has no terms of repayment.

6. STOCKHOLDERS’ EQUITY

Preferred Stock – The Company is authorized to issue 5,000,000 shares of $.0001 par value preferred stock. As of September 30, 2014, and December 31, 2013, no shares of preferred stock had been issued.

Common Stock - The Company is authorized to issue 100,000,000 shares of $.0001 par value common stock. As of September 30, 2014, and December 31, 2013, 436,000 and 10,000,000 shares were issued and outstanding respectively.

Upon formation of the Company on June 18, 2013, the Board of Directors issued 10,000,000 shares of common stock for $1,000 in services to the founding shareholder of the Company. In addition, the founding shareholder made a contribution of $3,050 to the Company for the period ended September 30, 2014, which are recorded as additional paid-in capital.

On September 22, 2014, the Company cancelled 9,600,000 shares of common stock for no consideration..

On September 23, 2014, the Company issued 6,000 shares of common stock to directors of the Company for services valued at $600 ($0.10 per share).

On September 23, 2014, the Company issued 30,000 shares of common stock for services to Tech Associates Inc., a company control by Richard Chiang, a director of the Company, valued at $3,000 ($0.10 per share). 

There is no commitment or contingency to disclose during the period ended September 30, 2014.

Management has evaluated subsequent events up to and including November 14, 2014 which is the date the statements were made available for issuance and determined there are no reportable subsequent events.

UNAUDITED PRO-FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following Evan Brewing Company Inc. (“EBC”), unaudited pro forma condensed Consolidated balance sheet as of September 30, 2014, and unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2013 and for the nine months ended September 30, 2014, give effect asset purchase and share exchange agreement, whereby EBC will purchase the assets of Bayhawk Ales Inc. (“Bayhawk”), and will issue shares of the EBC’s common stock in exchange for the outstanding shares of Bayhawk common stock which closed October 15, 2014. The pro forma condensed consolidated balance sheet is presented as if the transactions had occurred on September 30, 2014, and the pro forma condensed consolidated statements of operations are presented as if the transactions had occurred on January 1, 2013.

The pro forma condensed consolidated balance sheet and the pro forma condensed consolidated statements of operations were derived by adjusting the historical financial statements of the EBC.  The adjustments are based on currently available information and, therefore, the actual adjustments may differ from the pro forma adjustments.

EBC is offering to exchange one share of EBC common stock for each one (1) share of Bayhawk common stock, in a share exchange transaction, pursuant to which Bayhawk will become a subsidiary of EBC, following which, EBC management anticipates that any remaining business of Bayhawk will be wound up, and EBC will be the survivor company going forward. 

In accounting for the transaction and the preparation of subsequent consolidated financial statements, we followed guidance found in ASC 805-40, Business Consolidations: Reverse Mergers and SEC Practice Interpretations 10: Accounting Topics and the SEC: Application of Reverse Purchase Accounting (Reverse Acquisitions). Under this guidance, we accounted for the acquisition as a recapitalization under which no goodwill or other intangible assets are recorded.

In the preparation of consolidated financial statements subsequent to the transaction, the consolidated financial statements represent the continuation of the financial statements of the legal subsidiary (Bayhawk) except for its capital structure. Therefore, the transaction has the following effects on these consolidated financial statements:

The unaudited pro forma financial information has been prepared by our management and is based on our historical financial statements and the assumptions and adjustments described herein and in the notes to the unaudited pro forma financial information below.  The presentation of the unaudited pro forma financial information is prepared in conformity with Article 11 of Regulation S-X.

The pro forma condensed consolidated financial statements should be read in conjunction with the historical financial statements and the related notes thereto for the year ended December 31, 2013 included in Form 10-K and the historical financial statements and the related notes thereto for the nine months ended September 30, 2014 included in Form 10-Q for Evan Brewing Company Inc. The pro forma information is presented for illustrative purposes only and may not be indicative of the results that would have been obtained had the acquisition of assets actually occurred on the dates assumed nor is it necessarily indicative of Evan Brewing Company Inc.’s future consolidated results of operations or financial position.

EVAN BREWING COMPANY INC.

Notes to Pro Forma Condensed Consolidated Financial Statements

(Unaudited)

The EBC and Bayhawk entered into an Asset Purchase and Share Exchange Agreement (the “Agreement”) on October 15, 2014, conditioned on receiving approval of a majority of the independent shareholders of Bayhawk. Subject to shareholder approvals and certain other customary closing conditions, EBC and Bayhawk will combine through the acquisition by EBC of the assets of Bayhawk (the “Asset Purchase Transaction”). Additionally, EBC is offering to exchange 4,448,624shares of EBC common stock for 4,448,624 shares of Bayhawk common stock, in a share exchange transaction (the “Share Exchange”), pursuant to which Bayhawk will become a subsidiary of EBC, following which, EBC management anticipates that any remaining business of Bayhawk will be wound up, and EBC will be the survivor company going forward.

The EBC accounts for the transaction in accordance with ASC 805-40, Business Consolidations: Reverse Mergers and SEC Practice Interpretations 10: Accounting Topics and the SEC: Application of Reverse Purchase Accounting (Reverse Acquisitions).

Historical equity transactions are those of Bayhawk, except that the number of shares outstanding is changed from those of Bayhawk to that of EBC using an exchange ratio equal to the ratio of the number of shares issued by EBC in the transaction (4,448,624) to the number of shares acquired from Bayhawk (4,448,624).

INFORMATION ABOUT BAYHAWK ALES, INC.

Bayhawk Ales, Inc. (formerly Orange County Brewing Company) (“Bayhawk”) was formed in February 1994 for the purpose of developing and operating one or more breweries in California for the production of high quality, hand-crafted ales for sale in bottle and draft. The Company built a 17-barrel showcase brewery (the "Southern California Brewery") in a leased building in the McCormick & Schmick’s Seafood Restaurant in Irvine, California. The Southern California Brewery, located in the central business district of Irvine, near John Wayne International Airport, began brewing beer in January 1995. Irvine is south of Los Angeles and is adjacent to Newport Beach. It is a suburban city of the greater Los Angeles metropolitan area and the location of numerous businesses. At the time of the construction of the Southern California Brewery, the Los Angeles metropolitan area was the largest single market for beer in the United States.

In January 1996, Bayhawk and certain of its affiliates established a strategic alliance (the "Alliance") with Nor'Wester Brewing Company, Inc. ("Nor'Wester"). The Alliance was created through a Strategic Alliance Agreement among the Alliance members, a General Services Agreement between Bayhawk’s parent, and Nor'Wester and separate Cooperative Brewing Agreements between the Nor'Wester and each of Bayhawk’s affiliates (the "Cooperative Brewers").

The initial purpose of the Alliance was to develop a national market for the Nor'Wester brand. As Nor'Wester and some of its competitors attempted to expand their brands nationally, Nor'Wester learned that a national marketing strategy for the Nor'Wester brand was not cost effective. Consumers showed strong support for craft beers brewed in or near their local markets. Bayhawk management believed that this strategy could be strengthened through its affiliated companies' ability to build a network of breweries, each producing its own brand with local appeal while benefiting from operating efficiencies, the decrease in production, marketing and distribution costs and the increase in the ability of the Affiliated Companies to finance growth and provide shareholders with a liquid market for their shares. To implement this new strategy, Bayhawk and its affiliated companies elected to consolidate their entities under a single entity, United Craft Breweries, Inc. ("UCB"). Furthermore, on January 30, 1997 the Affiliated Companies entered into a definitive investment agreement with United Breweries of America, Inc. ("UBA") for the purpose of funding operations until the consolidation is completed and provide for future growth thereafter.

However, in light of lower than anticipated 1996 operating results, lower than anticipated first quarter 1997 sales and other operating results and adverse conditions within the craft beer industry in general, representatives of UBA and the management and the investment bankers of the affiliated companies re-negotiated the terms of the original UBA investment. A renegotiation reflected a significantly lower valuation for the affiliate companies, a reduction in the total amount of cash that was to be invested by UBA, and a reduction of UBA's percentage ownership position in UCB to 40% following consolidation. The Company and its affiliates had entered into an investment agreement with UBA. The agreement provided for Bayhawk and its affiliates to merge into a company to be known as United Craft Brewers (UCB). This proposed merger was not consummated.

In 1999, Bayhawk stopped filing reports with the SEC. Over the next fourteen years, Bayhawk continued to operate. The products produced by Bayhawk are 90% private labeled. The business has only recently in the last few years has become profitable. Its largest customer is Landry’s Inc., a privately owned, multi-brand dining, hospitality, entertainment and gaming corporation based in Houston, Texas, which owns McCormick and Schmick’s even though Bayhawk is finally profitable, Bayhawk management believes that the cost to move the operations of Bayhawk will be far greater than the revenue that Bayhawk earns. The sublease on the McCormick and Schmick’s location will run out in less than 4 years.

On December 11, 2013, a meeting of the stockholders of Bayhawk was held, pursuant to an order of the Delaware Chancery Court, following years of corporate inactivity. At that stockholder meeting, Michael J. Rapport and Evan Rapport, among others, were elected to the Bayhawk board of directors. Mr. Michael Rapport has worked to determine the identity of the Bayhawk stockholders and the number of outstanding shares of Bayhawk common stock, but between 1999, when Bayhawk made its last filing with the SEC and Mr. Rapport’s involvement, the corporate records were incomplete. Mr. Rapport has attempted to contact as many of the Bayhawk stockholders as possible, and to determine the number of shares of Bayhawk common stock outstanding, but there may be additional shares or stockholders who are not known to Bayhawk or EBC management. As such, the exact number of shares of Bayhawk common stock outstanding is uncertain, and EBC management cannot determine how many shares of EBC common stock may be issued in connection with the Share Exchange.

Stock Prices

To the best knowledge of EBC’s management, there has never been an established public trading market for Bayhawk’s common stock, and a regular trading market may not develop, or if developed, may not be sustained. A Bayhawk stockholder in all likelihood, therefore, would not easily be able to resell his or her securities should he or he desire to do so when eligible for public resale.

Dividends

To the best knowledge of EBC’s management, Bayhawk has not declared any cash dividends on its common stock since inception and does not anticipate paying such dividends in the foreseeable future.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

As noted above, Bayhawk stopped filing public reports with the SEC in 1999. In March 1999, Bayhawk disclosed that on November 11, 1998, Cacciamatta Accountancy Corporation resigned as the principal accountants of Bayhawk Ales, Inc. This resignation was accepted by the Company's Board of Directors. There were no adverse opinions, disclaimers of opinion or qualifications as to uncertainty, audit scope, or accounting principles in the reports of Cacciamatta Accountancy Corporation on the Company's financial statements for the most recent financial year preceding their resignation. Through this date, there were no disagreements with Cacciamatta Accountancy Corporation on any matter of accounting principles or practices, financial statement disclosure or audit scope or procedure, which disagreements, if not resolved to the satisfaction of such accountants, would have caused them to make reference to the subject matter of the disagreement in connection with their reports.

Subsequent to November 11, 1998, Bayhawk did not appear to engage another auditing firm, and shortly thereafter, ceased filing with the SEC.

Bayhawk engaged Anton & Chia, LLP on August 13, 2014, to be the external auditors and reviewers in connection with the preparation of this registration statement.

Recent Developments

Since December 11, 2013, when the new Board of Directors was elected, the sales of Bayhawk’s products have increased 14 % while our costs have increased by only 1 %. This has resulted in higher profits for Bayhawk.

Also, Bayhawk is are in the final stages of negotiations with Landry’s, who owns McCormick and Schmick’s Pilsner Room where Bayhawk’s brewery has been located for the last 16 years, to have the Pilsner Room become our official tasting room. Landry’s has embraced Bayhawk management’s plan to make The Pilsner room “Craft Beer Central” for Orange County, including pouring all the locally made craft beers alongside those that we make. Bayhawk management believes that this will significantly increase brand awareness of our products as we co-brand with our local craft brewers. Management believes that this type of marketing is one of the major elements that has been missing over the years.

In addition, Bayhawk will be getting long overdue signage on the building, which was provided in the lease of 16 years ago but never enacted. Bayhawk management believes that signage and an official tasting room, along with an advertising budget paid for by both Bayhawk and Landry’s, will permit Bayhawk to be able to expand its brand awareness as well.

Also, Bayhawk has a plan to brew its highest volume product at another brewery. Doing this will save us money as brewing in larger batches costs less money. Bayhawk management believes that this will free up brewing time to produce beer under our own label, as our private label business has taken us almost to capacity. Management feels that if Bayhawk does not do this, it will not be able to expand its sales and increase its brand awareness.

Bayhawk Ales, Inc.

Financial Statements

For the Years Ended December 31, 2013 and 2012

TABLE OF CONTENTS

To the Board of Directors and Stockholders of

Bayhawk Ales, Inc.

We have audited the accompanying balance sheets of Bayhawk Ales, Inc. (“the Company”) as of December 31, 2013 and 2012, and the related statements of income (loss), stockholders’ equity, and cash flows for the years ended December 31, 2013 and 2012. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that we considered appropriate under the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2013 and 2012, and the results of its operations and its cash flows for the years ended December 31, 2013 and 2012, in conformity with accounting principles generally accepted in the United States of America.

/s/ Anton & Chia, LLP

Newport Beach, California

November 20, 2014