MAIL STOP 3561
February 8, 2006
Mr. John Power
President
Golden West Brewing Company, Inc.
945 West 2nd Street
Chico, CA 95928
Re: Golden West Brewing Company, Inc.
Registration Statement on Form SB-2
File No. 333-121351
Amendment No. 5 Filed January 26, 2006
Dear Mr. Power,
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
General
1. Please include your IRS Employer Identification Number on the
registration statement cover page as required by Form SB-2.
2. We note the statement in risk factor seven that any of your
employees, officers, directors or consultants are entitled to rely
upon resale provisions of Rule 701. We note that the disclosure
in
part II of the registration statement indicates these individuals
purchased pursuant to Section 4(2) rather than Rule 701. Please
explain the basis for the statements in the risk factor in light
of
the reliance upon Section 4(2) rather than Rule 701. We may have
further comment.
3. Reconcile the number of shares outstanding in the dilution
section
with the disclosure in the summary section.
4. Please revise the increase in net tangible book value and the
dilution to investors. The current numbers are incorrect. Also,
please reconcile the net tangible book value deficit before the
offering in the first paragraph with the number included in the
table.
5. We note the $0 cash balance at December 31, 2005. Please
discuss
the reason(s) for this lack of cash and how the company plans to
meet
its liquidity needs.
6. Reconcile the amount of cash paid in the purchase of Butte
Creek
as listed in this section (currently $350,000) with the disclosure
in
exhibit 10.14, which indicates that an aggregate of $365,683.65
was
paid.
7. Disclose the material terms of the agreement with the New
Zealand
Farmer`s cooperative. For example, is the contract for a specific
time period at specific terms or is it a specific amount of hops?
If
it is a specific amount, disclose how long this amount of hops
should
last the company.
8. Name the two distributors that accounted for 24.2% of sales for
the nine months ended September 30, 2005.
9. We note the disclosure that on December 30, 2005 John Power and
Power Curve Inc. converted advances into secured long-term debt.
Please file the agreements as exhibits.
10. Please file the complete escrow agreement, including the
amount
to be paid to the escrow agent. Clearly disclose in the plan of
distribution section.
11. Please name each investor in the December 2005 transaction.
State their relationship to the company. Provide an integration
analysis. We may have further comment.
Financial Statements - Golden West Brewing Company, Inc., page F-1
12. Please provide a currently dated consent in any amendment and
ensure the financial statements are updated as required by Item
310(g) of Regulation S-B. Note that audited financial statements
for
the year ended December 31, 2005 will be required in any amendment
filed after February 14, 2006.
Note 9 - Agreements, page F-17
13. Please revise to include the information required by paragraph
58
of SFAS 141, including a description of the factors that
contributed
to a purchase price resulting in the recognition of goodwill and a
clear disclosure of the period for which the operations of Butte
Creek are included in the income statement of the combined entity.
Financial Statements - Butte Creek Brewing Company, LLC, page F-20
14. Please revise to provide the financial statements of Butte
Creek
for the interim period ending before the acquisition, including a
balance sheet as of June 30, 2005, and statements of operations
and
cash flows for the six months ending June 30. Refer to Item
310(c)
of Regulation S-B.
Closing Comments
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We direct your attention to Rules 460 and 461 regarding requesting
acceleration of a registration statement. Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration. Please provide this
request
at least two business days in advance of the requested effective
date.
You may contact Carlton Tartar at (202) 551-3387 if you have
questions regarding comments on the financial statements and
related
matters. Questions on other disclosure issues may be directed to
John Zitko at (202) 551-3399, or Pamela Howell, who supervised the
review of your filing, at (202) 551-3357.
Sincerely,
John Reynolds
Assistant Director
cc: Clifford L. Neuman
Fax: (303) 449-1045
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John Power
Golden West Brewing Company, Inc.
February 8, 2006
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