SecProbe.io

September 20, 2024
Alan Beal
Chief Executive Officer
Armed Forces Brewing Company, Inc.
211 W 24th Street
Norfolk, VA 23517
Re:Armed Forces Brewing Company, Inc.
Post Qualification Amendment No. 1 to
Offering Statement on Form 1-A
Filed August 26, 2024
File No. 024-12221
Dear Alan Beal:
            We have reviewed your amendment and have the following comments.
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response. After
reviewing any amendment to your offering statement and the information you provide in response
to this letter, we may have additional comments.
Post Qualification Amendment to Offering Statement on Form 1-A filed August 26, 2024
Cover Page
1.We note your disclosure that “[c]ontrol of the Company and nearly all management
decisions affecting the Company will be exercised only by those holding shares of Class
A Common Stock.” Please revise the cover page and risk factors to identify the
controlling stockholder(s) and such stockholders’ total voting power after the offering.
Risk Factors
Risks Relating to The Company
There Are Doubts About the Company's Ability to Continue as a Going Concern, page 31
2.We note your disclosure that the “Company’s independent auditors have raised doubts
about the Company’s ability to continue as a going concern.” We note, however, the
independent auditor’s report on page 109 does not include a going concern paragraph.
Please advise or revise your offering statement as appropriate.

September 20, 2024
Page 2
Description of Business, page 69
3.Please ensure that the information you provide in this section is balanced. Revise to
describe those distinctive or special characteristics of your operations or industry that are
reasonably likely to have a material impact upon your future financial performance. In
this regard, please revise to discuss your dependence on one or a few major customers,
distributors, or suppliers (including suppliers of raw materials or financing), effect of
existing or probable governmental regulation (including environmental regulation),
material terms of and/or expiration of material labor contracts or patents, trademarks,
licenses, franchises, concessions or royalty agreements, competitive conditions in the
industry, cyclicality of the industry and anticipated raw material or energy shortages to the
extent management may not be able to secure a continuing source of supply. Please file
these exhibits, or tell us why you believe that such exhibits are not required. Refer to Item
7(a)(2) of Form 1-A (Part II) and Item 17.6 of Form 1-A (Part III). Finally, we note your
disclosure on page 71 that your “goal is to be 70% veteran and veteran family employed.”
Please revise to disclose the percentage of your current employees who are veteran and
veteran family.
Description of Property, page 71
4.We note your disclosures on pages 50 and 73 that “[a]t present, the Company contract
brews all of its beer” and that you expect to use 40% of your Use of Proceeds for
“taproom acquisition and development.” However, we note your other disclosures on
pages 33, 71 and 76 that you manufacture your product at both your Norfolk facility and
your contract brewing facilities. Please revise your filing to clearly disclose your current
manufacturing facilities. Further, state in this section the location and general character of
any principal plants or other material physical properties of the Company. Please revise to
provide information regarding the suitability, adequacy, productive capacity and extent of
utilization of the properties and facilities used in the Company’s business. Refer to Item
8(a) of Form 1-A (Part II). Further, please file your Norfolk lease agreement and your
brewing agreement with Brew Hub, LLC, as disclosed on page FS-13. Refer to Item 17.6
of Form 1-A (Part III), or tell us why you believe that such exhibits are not required.
Finally, we note your disclosure in Part I, Item 1 that your principal executive office is in
Norfolk, Florida while your disclosures in Part II state that it is in Norfolk, Virginia.
Please revise to resolve this inconsistency.
5.We note your disclosure in this section that “[t]he Company itself does not directly own
any real property,” but you lease your Norfolk property from Ironbound AFBC Properties,
LLC. We note your other disclosures on pages 32 and 74 that you acquired the facility.
Please revise your filing to clearly disclose whether you own or lease your Norfolk
facility.
Litigation, page 71
We note your disclosure that you were “not involved in any litigation and was not aware
of any pending or threatened legal actions as of December 31, 2023.” We also note your
disclosures on pages 71 and 55 that “legal action and/or litigation may become necessary
to protect the Company and its investment” against certain matters in Norfolk, Virginia
and that “it is possible that those who make decisions on permits and other matters
required to operate in Norfolk could be persuaded to delay, object to, or even prevent the 6.

September 20, 2024
Page 3
Company from operating.” If material, please revise to provide the status of these matters
as of the date of the offering statement. Finally, update any related risk
factors characterized as potential if you have experienced these risks.
Liquidity and Capital Resources, page 75
7.Please revise to disclose your material commitments for capital expenditures as of the end
of December 31, 2023, including your lease commitments and loan commitments, and
indicate the general purpose of such commitments and the anticipated sources of funds
needed to fulfill such commitments. Refer to Item 9(b)(2) of Form 1-A (Part II).
8.We note your disclosure on page 59 that “[a]t present, the Company has not issued any
convertible notes, but it is possible that such notes could be issued in the future.”
However, we also note your disclosure on pages 87 and FS-14 that you issued a
convertible note. Further, it appears from your disclosures on pages 21, 38 and 52 that you
may have incurred other debt. Please revise the filing to resolve this discrepancy. Revise
your MD&A to describe the material terms of this convertible note and any other material
debt, including your obligations, restrictive covenants, and any required interest payments
thereunder. Please file these exhibits. Refer to Item 17.6 of Form 1-A (Part III), or tell us
why you believe that such exhibits are not required.
Plan of Operations, page 75
9.We note that you discuss your plan of operations for fiscal year 2023. Please revise to
discuss your plan of operations for the 12 months following the commencement of
this post-qualification amendment. Further, please state whether, in your opinion, the
proceeds from the offering will satisfy your cash requirements or whether you anticipate it
will be necessary to raise additional funds in the next six months to implement the plan of
operations.
Security Ownership of Management and Certain Securityholders, page 85
Please revise the introductory paragraph on page 85 and the table on page 86 to reflect
information as of the most recent practicable date and state the date used. In addition,
please make the following changes to the tables on pages 86 and 87:
•Please refile the tables in the proper text-searchable format. Refer to Section 5.2.3.6
of the EDGAR Filer Manual (Volume II) and Item 301 of Regulation S-T.
•The column entitled "Total Shares" should reflect the percentage of voting power held
by the securities. Since the Class C Common Shares do not have voting rights, they
should be excluded from the percentages in this column. Refer to Item 12(a) of Form
1-A (Part II).
•Please revise the line items to reflect the voting securities beneficially owned by all
executive officers and directors as a group, individually naming each director or
executive officer who beneficially owns more than 10% of any class of the
Company’s voting securities, and individually naming any other securityholder who
beneficially owns more than 10% of any class of the Company’s voting securities.
Refer to Item 12(a)(1) and (2) of Form 1-A (Part II).
If any of the shareholders included in the rows of "Other Shareholders" is an
executive officer, a director, or has ownership of more than 10% of any class of the •10.

September 20, 2024
Page 4
Company’s voting securities, please revise consistent with the bullet above. If not,
please advise.
•Include the address of each beneficial owner. Refer to Item 12(b)(1) of Form 1-A
(Part II).
•Include footnotes clearly explaining what you are referring to in the rows for Reg A1
Shares and Reg A2 Shares.
Interest of Management and Others in Certain Transactions, page 87
11.Please revise to describe your related party loans and related party lease, as disclosed on
page FS-14. Refer to Item 13(a) of Form 1-A (Part II).
Securities Being Offered, page 88
12.We note your disclosure on pages 88 and 89 that the “holders of Shares of Class C
Common Stock have no voting rights, except where expressly required by Delaware law,”
which include “conversions and transfers, domestications, or continuances of the
Company and [certain] amendments to the certificate of incorporation.” Please revise to
elaborate on the number of votes to which the holders of Class C Common Stock would
be entitled, the number of votes required for approval of such matters, and whether each
class of Common Stock would vote separately or together as a combined class.
13.We note your disclosure on page 94 that Colonial Stock Transfer Company will act as
your transfer agent. However, we note your other disclosure on page 67 that Integral
Transfer Agency USA Inc. will act as your transfer agent. Please revise to resolve this
inconsistency.
Independent Accountant's Auditor Report, page 109
14.In the opinion section, you refer to “the related statements of income, changes in
stockholders’ equity, and cash flows for the year then ended” and “the results of its
operations and its cash flows for the year then ended.” To the extent that the statements of
income, stockholders’ equity, and cash flows were audited for the year ended December
31, 2022, please have your auditor revise their report accordingly to refer to the “ years
then ended.”
Income Statements, page 112
15.Please disclose earnings per share information, for each period presented, on the face of
your consolidated income statement. Refer to ASC 260-10-45 and 260-10-50.
Part III - Exhibits, page 123
Please revise your exhibit index as follows:
•Provide the consent of Kendall Almerico. Refer to Item 17.11 of Form 1-A (Part III).
•We note your disclosure on page 62 that you entered into an escrow agreement with
North Capital Private Securities Corporation as escrow agent, and that the agreement
is attached as Exhibit 1A-8. However, this exhibit does not appear. Please file this
agreement.
We note your disclosure on page FS-9 that you entered into an assignment agreement •16.

September 20, 2024
Page 5
with Seawolf Brewery LLC related to, among others, trademarks and intellectual
property. If material, please describe the material terms of this agreement in the filing
and file it as a material contract, or tell us why you are not required to do so.
General
17.Please provide more details regarding the new Ironbound AFBC Properties, LLC, formed
between your wholly owned subsidiary and Evan Almeida. For example, please disclose
the voting and equity rights, board appointment rights, contribution obligations, profit or
loss sharing arrangements and any other material rights of the members. Please also file
the operating agreement for this entity.
18.In Part I, Item 4, please update the portion of the aggregate offering price attributable to
securities sold on the Company's qualified 1-A filing within the last 12 months.
19.Please refile your financial statements and Exhibit 1A-11 in the proper text-searchable
format. Please refer to Section 5.2.3.6 of the EDGAR Filer Manual (Volume II) and Item
301 of Regulation S-T.
            We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Dale Welcome at 202-551-3865 or Ernest Greene at 202-551-3733 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jenny O'Shanick at 202-551-8005 or Erin Purnell at 202-551-3454 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Kendall Almerico