SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

MAIL STOP 0511

									January 14, 2005

Mr. Brian 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
      Filed December 16, 2004

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 update your registration statement throughout in order
to
reflect the current status of the acquisition of the assets of
Butte
Creek LLC, which we note from your disclosure was to have closed
on
January 2, 2005, pending regulatory approval.
2. The file you submitted on EDGAR contains page references which
have been left blank and the document itself is unpaginated.
Please
include page numbers as required by Item 502(a) of Regulation S-B
and
provide accurate page references throughout the prospectus.
3. The term "Company" is a vague, abstract term.  Rather than use
plain vanilla "Company" to refer to your company, use your actual
company name or a shortened version of it throughout your
document.
Prospectus Cover Page
4. We note the statement that the offering will remain open until
all
of the shares offered are sold or 90 days from the date of the
prospectus.  A prompt and continuous offering under Rule 415(a)(2)
of
Regulation C may not extend beyond 2 years.  Please revise your
offering period accordingly.

Inside Front and Outside Back Cover Pages of Prospectus
5. In the table of contents, please indicate the page number of
the
various sections or subdivisions of the prospectus, as required by
Item 502 of Regulation S-B.  Please also note that you must
include
the table of contents immediately following the cover page in any
prospectus you deliver electronically.
6. Please include the Dealer Prospectus Delivery Obligations
required
by Item 502(b) of Regulation S-B.
Summary
7. Please include the complete mailing address for your company,
including zip code.
8. Please reconcile the statement that regulatory approvals will
be
obtained within the next 60 days with your statement that you
expect
such approvals to be obtained by the scheduled closing date of
January 2, 2005.
9. If the acquisition of Butte Creek Brewing Company LLC has not
yet
closed, please revise your disclosure throughout to state the time
period within which the transaction must close or trigger Golden
West
Brewing`s stated obligation to return all subscription amounts to
investors, without deduction or interest.
10. We note the disclosure that "Once the minimum offering is
sold,
and subject to our having completed our acquisition of Butte
Creek,
the proceeds of the offering will be released from escrow and
delivered to the Company.  If the offering is terminated without
achieving the minimum sale of 400,000 shares, or because we were
unable to complete the acquisition of Butte Creek, all
subscriptions
will be returned to the investors, without deduction or interest."
The Escrow Agreement does not appear to provide for the return of
investors` funds in the event the acquisition does not close.
Please
advise or revise your disclosure accordingly.
11. Please revise the disclosure regarding the escrow arrangement
to
clearly state that if you are unable to raise the minimum, funds
will
be "promptly" returned to investors.

Pro Forma Capitalization Table

12. The column heading titled "Actual" may confuse investors,
since
the column is based on pro forma information, assuming that the
acquisition had been consummated.  Please change the column
heading
to "Unadjusted" or another alternative caption.  Also, the
1,500,000
shares outstanding used in the "Actual" column are as of December
15,
2004, which is inconsistent with the September 30, 2004 date that
was
used to prepare the pro forma financial information.  Please
revise
your disclosure to be consistent.
Risk Factors

13. Many of your risk factor subheadings only state facts and
uncertainties.  Please revise these subheadings to ensure that
they
reflect the material risks that you discuss in the text.
14. The second, fourth, thirteenth, and twentieth risk factors are
generic risks that should be removed.
15. The risk to investors is unclear in the third risk factor.
Please revise to clearly disclose the risk or remove.
16. Consider revising the twelfth risk factor subheading to
indicate
the seasonal nature of your business, as discussed in the
narrative.
17. You should present as risk factors only those factors that
represent a material risk to investors in this offering.  Do not
include risk factors that could apply to any issuer or to any
other
offering.  Each factor must also explain how it applies to your
company or your offering.  For example, the sixth, sixteenth,
twenty-
first, twenty-eighth, thirtieth, thirty-third, and thirty-fourth
risk
factors are generic in nature.  These risk factors should be
revised,
deleted, or moved to another section of the prospectus as
appropriate.
18. To the extent possible, please avoid the generic conclusion
that
you make in several of your risk factors that the risk discussed
would have a adversely affect your business or operations.
Instead,
replace this language with more specific disclosure of how your
financial condition would be affected as well as putting the risk
in
context by making the magnitude of the risk clear.  See risk
factors
7, 10, 12, 14, 18, 20, 21, 23-32, and 34.
19. Please revise the sixteenth risk factor narrative to discuss
the
risk to the company and/or investors.
20. Please reconcile your statement in risk factor seventeen that
you
"do not claim and do not believe that [you] can protect the
recipes
and formulas that [you] use in developing and manufacturing [your]
craft beers" with your disclosure under "Trademarks and
Intellectual
Property" that you protect all of your beer recipes with
confidentiality and non-disclosure agreements.
21. Please reconcile your disclosure with respect to ownership/use
of
the trademark "Mt. Shasta Ale" in risk factor eighteen with that
contained under the section heading "Trademarks and Intellectual
Property."  Does Golden West Brewing own such rights?
22. It appears that management lacks beer brewing experience or
experience running brewing operations.  Please add a risk factor
or
advise supplementally.
23. Consider combining risk factors twenty-six and thirty-four, as
both discuss environmental regulations.
24. Please add a risk factor discussing the going concern raised
in
the independent auditor`s report.
25. We note the disclosure in the MD&A section that the company
has
pledged substantially all its assets to secure some notes.  Please
add a risk factor discussing the resulting risk to the company and
investors.
Determination of Offering Price
26. Please combine the two sections entitled "Determination of
Offering Price" contained in your prospectus and remove any
duplicative disclosure.
Use of Proceeds
27. We note the allocation of proceeds to the repayment of debt.
Please state the interest rate and maturity, and, if the debt was
incurred within one year, describe the use of the proceeds of the
debt, as required by Instruction 1 to Item 504 of Regulation S-B.
Also, clearly disclose the amount of debt that will be repaid to
officers, directors, or related parties.
28. Please add a column in the table showing the allocation of
proceeds at the midpoint between the minimum and maximum offering
amount.  Provide similar revision to the dilution table.
29. Please provide more specificity concerning the line item
Working
Capital.  Your attention is directed to Item 504 Regulation S-B.
30. We note that working capital may be used to pay employee and
officer salaries and benefits.  Please disclose the amount of
proceeds that will be paid to officers and directors.
31. We note the fifth risk factor stating management may change
the
use of proceeds from this offering.  We also note the disclosure
in
this section that the use of proceeds are management`s best
estimate,
that the actual expenditures could vary considerably and "any
reallocation of the net proceeds of the offering will be made at
the
discretion of our Board of Directors."  You may reallocate your
use
of proceeds if you clearly discuss the circumstances that would
require management to alter the use of proceeds from this offering
and discuss alternatives to the currently stated used.  Please
refer
to Instruction 7 to Item 504 of Regulation S-K for guidance.
Dilution
32. In the first paragraph of this section, it appears the per
share
number should be $(.03) rather than $(0.3).  In addition, please
clarify how the dollar amount of $(51,248) was determined, based
on
the pro forma stockholders` deficit of $(48,025) and the $15,000
of
capitalized offering costs.
Safe Harbor for Forward-Looking Statements
33. Please be advised that Section 27A of the Securities Act and
Section 21E of the Securities Exchange Act expressly state that
the
safe harbor for forward looking statements does not apply to
statements made by companies that issue penny stock.  In your next
amendment, please either:
* delete any references to the Private Securities Litigation
Reform
Act; or
* make clear, each time you refer to the Private Securities
Litigation Reform Act, that the safe harbor does not apply to your
company.

Management`s Discussion and Analysis
34. We note the statement that after the acquisition you plan to
expand capacity, increase sales and reduce operating losses.
Please
clearly disclose that there is no guarantee you will be able to
achieve this plan.
35. Golden West Brewing should present the most important
information
most prominently.  Consider providing an executive-level overview
that provides context for the remainder of the discussion.  The
Management`s Discussion and Analysis ("MD&A") section is one of
the
most critical aspects of Form SB-2.  As such, we ask that you
revise
this section to discuss the events, trends, risks and
uncertainties
that management views as mostly critical to the company`s
revenues,
financial position, liquidity, plan of operations, results of
operations and any material commitments for capital expenditures
and
the expected sources of funds for such expenditures.  For example,
the overview should not simply be a repetition of the business
description.  In an effort to assist you in this regard, please
refer
to the Commission Guidance Regarding Management`s Discussion and
Analysis of Financial Condition and Results of Operations, Release
No. 33-8350 (December 19, 2003) at
http://www.sec.gov/rules/inerp/33-
8350.htm.  This guidance is intended to elicit more meaningful
disclosure in MD&A in a number of areas, including the overall
presentation and focus of MD&A, with general emphasis on the
discussion and analysis of known trends, demands, commitments,
events
and uncertainties, and specific guidance on disclosures about
liquidity, capital resources, and critical accounting.  We remind
you
that the purpose of MD&A is to provide investors with information
relevant to an assessment of the financial condition and results
of
operations of the registrant.  This section must provide a
narrative
explanation of the company`s financial statements so that
investors
may see the company through the eyes of management and be able to
analyze the quality of, and potential variability of, the
company`s
earnings and cash flow.
36. Please provide greater discussion of the reasons for the
material
changes in the line items.  For instance, discuss why direct sales
to
retailers increased.  Also, please compare the actual cost of
goods
sold, and gross profit for each period.
37. Please disclose the cash balance as of the most recent
practicable date and disclose how long you can currently satisfy
your
cash requirements.
38. We note the two lines of credit.  Name the institution(s)
providing the lines of credit, disclose all material terms and
file
as exhibits.  Disclose whether you are in compliance with all
covenants, conditions and provisions.
39. Disclose the material terms of the note payable and file as an
exhibit.
40. We note the delinquent payables.  Discuss the impact these
delinquencies could have upon your business operations.
41. Please revise your discussion of your operating results for
each
period after incorporating all of the accounting comments.  In
addition, rather than discussing operating expenses in total,
please
discuss each major classification of operating expense separately.
42. Please incorporate into the MD&A section the following items
which are disclosed in other portions of the document:
* A discussion of your current production rate and your target
break-
even production rate.
* The fact that your financial statements contain a going concern
qualification.
* Your planned use of the offering proceeds for future capital
expenditures of $50,000, including the approximate time frame in
which these purchases will likely be made.
* Your intention to substantially increase your sales and
marketing
and general and administrative expenses, as disclosed in your
second
risk factor.

Please revise your disclosures accordingly.  In addition, please
include a discussion of your critical accounting policies and
estimates in the MD&A section.

Business
Background and Overview

43. We note the subsidiary was formed on November 19, 2003, a
month
before you, the parent company, were formed.  Please explain.
44. Please update the amount advanced to Butte Creek as of the
most
recent practicable date.  We note that the asset purchase and sale
agreement provides for the entire payment to be made by December
31,
2004.
45. Please disclose any affiliation or relationship between Golden
West, its officers, directors or affiliates and Butte Creek, its
officers, directors or affiliates.
46. Please disclose the statutory exemption to be relied upon for
the
issuance of 200,000 shares of common stock in connection with the
acquisition of Butte Creek.
47. We note that the amount of common stock to be issued in the
acquisition is subject to a working capital adjustment.  Please
summarize the adjustment formula.
License

48. Please discuss the likelihood of obtaining a license for
Golden
West Brewing Company, Inc. from the California Department of
Alcoholic Beverage Control in light of what appears to be the
revocation of License # 300345, issued to John C. Power, Brian E.
Power, and Mark R. Power.
The U.S. Beer Industry
49. Please provide the date the New Brewer published the survey
referenced in this section.

Development of Craft-Brewing Industry
50. Please provide the basis for the statement that "consumers
have
been drinking less (per capita consumption of beer has declined
every
year since 1990) but have been `trading up` to beers with more
flavor
and character."

Craft Beer Industry Segment
51. Please provide the source of the production volume and percent
in
2003.

Ingredients and Raw Materials
52. Please name all principal suppliers.  We note the disclosure
that
there is high demand and limited quantities of or