SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): October 25, 2005
GREAT WEST GOLD, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
WYOMING 000-24262 91-1363905
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NO.) (IRS EMPLOYEE
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
c/o St. James Resource Management Limited
16 Hanover Square
London, W1S 1HT, United Kingdom
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
44 207 408 9451
(ISSUER TELEPHONE NUMBER)
(FORMER NAME AND ADDRESS)
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FORWARD LOOKING STATEMENTS
This Form 8-K and other reports filed by Registrant from time to time with the
Securities and Exchange Commission (collectively the "Filings") contain or may
contain forward looking statements and information that are based upon beliefs
of, and information currently available to, Registrant's management as well as
estimates and assumptions made by Registrant's management. When used in the
filings the words "anticipate", "believe", "estimate", "expect", "future",
"intend", "plan" or the negative of these terms and similar expressions as they
relate to Registrant or Registrant's management identify forward looking
statements. Such statements reflect the current view of Registrant with respect
to future events and are subject to risks, uncertainties, assumptions and other
factors relating to Registrant's industry, Registrant's operations and results
of operations and any businesses that may be acquired by Registrant. Should one
or more of these risks or uncertainties materialize, or should the underlying
assumptions prove incorrect, actual results may differ significantly from those
anticipated, believed, estimated, expected, intended or planned.
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Although Registrant believes that the expectations reflected in the forward
looking statements are reasonable, Registrant cannot guarantee future results,
levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, Registrant
does not intend to update any of the forward-looking statements to conform these
statements to actual results.
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On October 25, 2005 (the "Effective Date"), pursuant to a Stock Purchase
Agreement (the "Agreement") by and among Great West Gold, Inc., a Wyoming
corporation ("Great West") and Windsor Resources, Inc. a Wyoming corporation
("Windsor"), Great West sold all of its shares of its wholly owned subsidiary,
Western Gold Limited, to Windsor in consideration for 200,000,000 shares of the
Windsor common stock.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
Pursuant to the Agreement, Great West sold all of the outstanding shares of
Western Gold Limited for a total of 200,000,000 shares of Windsor's common
stock. Western Gold Limited owns 100% of certain mineral rights relating to the
Bouse property in Arizona, USA comprising of 12 placer claims spread over 1,300
acres in La Paz County. These claims are located just North of the Plomosa Fault
and includes the Little Butte, Flat Fault and Arrastre projects. Upon completion
of the acquisition, Western Gold Limited became the sole asset of Windsor.
Pursuant to the Agreement, the 200,000,000 shares were issued to the Great West
in the following manner: 102,000,000 shares to Western Diversified Mining
Resources, Inc. a wholly owned subsidiary of Great West and the balance of
98,000,000 shares to the shareholders of Great West Gold.
ITEM 8.01 OTHER EVENTS
On October 26, 2005, Great West agreed to distribute its 98,000,000 shares of
Windsor, Resources, Inc. to its shareholders of record as of November 7, 2005.
Such shares shall be issued to the shareholders of record pro rata so that for
each share of Great West Gold, Inc. common stock owned on the record date, the
shareholders will receive $.0075 shares of Windsor Resources, Inc.
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ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS.
(a) Financial Statements of Business Acquired.
Not Applicable
(b) Pro Forma Financial Information.
Not Applicable
(c) Exhibits.
10.1 Stock Purchase Agreement dated October 25, 2005 between Windsor
Resources, Inc. and Great West Gold,
Inc.
10.2 Project Acquisition Agreement dated October 7, 2005 between Western Gold
Limited and Searchlight Exploration, LLC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
GREAT WEST GOLD, INC.
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By: /s/ Richard Axtell
Richard Axtell
President
Dated: October 26, 2005
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