SecProbe.io

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MAIL STOP 0511

									March 3, 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
      Amendment No. 1 Filed February 2, 2005

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. We re-issue our prior comment 2.  The amendment submitted on
EDGAR
is unpaginated.  Please include page numbers in your next
amendment
as required by Item 502(a) of Regulation S-B.
2. Please file the red-lined version of each amendment in addition
to
the non-red-lined version on Edgar.
3. We reissue prior comment three.  Please remove the references
to
the "Company" and instead use your actual company name or a
shortened
version of it throughout the prospectus.
4. We note that the acquisition must be consummated prior to the
release of funds from escrow.  We also note that it appears the
acquisition may be consummated after the offering has been
completed.
We generally are unclear how the escrow will operate given the
potential delay in the acquisition.  Please explain.  In this
regard,
please explain how you will be able to determine that the
conditions
for your offering are met, if the acquisition has not been
completed.
We may have further comment.
5. Provide a current consent in any amendment and ensure that the
financial statements are updated as required by Item 310(g) of
Regulation S-B.  Since you do not meet all of the conditions of
Item
310(g)(2) of Regulation S-B, you must provide audited financial
statements for the year ended December 31, 2004 in your next
amendment.  Please note this updating may affect the pro forma
financial statements that are required in the registration
statement.
Also, please include an updated accountants` consent in the
amendment
to the registration statement.
Prospectus Cover Page

6. Please provide a page number for the cross-reference to the
risk
factors section, as required by Item 501(a)(5) of Regulation S-B.
Summary

7. Please update your disclosure to reflect the current status of
all
regulatory approvals, including the application date for each
approval.  Additionally, please disclose what effect the
delinquent
fees owed to the BATF and California Alcohol Beverage Control may
have on Golden West`s applications to such entities.
8. Please revise the term of the offering to indicate, as stated
on
the cover page, that the offering may be extended by an additional
90
days.
9. We note the statement that the company reserves the right to
accept lesser amounts than the minimum of 1,000 shares per
investor.
Please disclose those circumstances where the company will accept
less than the minimum per investor.  We may have further comment.
Pro Forma Financial Summary Financial Data

10. We note your revisions in response to prior comment 12.  We
believe that the pro forma net loss per share for the year ended
December 31, 2003 should be based on the shares that were actually
outstanding during the period, plus the shares that will be issued
in
the acquisition.  Accordingly, the number of shares used for
disclosures relating to the year ended December 31, 2003 would be
different from the number used for the nine months ended September
30, 2004.  In addition, there are several typographical errors in
your revised disclosures.  Please revise your disclosures as
appropriate.
11. The adjusted pro forma balance sheet data appears to reflect
both
an increase in total assets for the gross proceeds and a decrease
in
liabilities for anticipated payments with the proceeds.  As a
result,
it does not balance.  Please revise to exclude the anticipated
change
in liabilities from the use of proceeds.
Risk Factors

12. We reissue prior comment 13.  Many of the risk factor
subheadings
continue to only state facts and uncertainties.  Please revise
these
subheadings to ensure that they reflect the material risks that
you
discuss in the text.  We direct your attention to risk factors
four,
six, thirteen, fourteen, seventeen, eighteen, and twenty-one.
13. We reissue prior comment fourteen.  The second, tenth, twenty-
third, and twenty-fifth risk factors are generic risks that should
be
removed.
14. We reissue prior comment fifteen.  Since the shares will be
held
in escrow and returned to investors no later than 180 days from
the
commencement of the offering, we are unable to see the risk to
investors in risk factor three.  Please revise or remove.
15. We note the removal of the risk factor subheading for former
risk
factor eleven, discussing the volatility of the stock price.
Please
add back this subheading.
16. We reissue prior comment 18.  To the extent possible, please
avoid the generic conclusion you make in several of your risk
factors
that the risk discussed would have an adverse affect on your
business
or operations or that your operations may suffer.  Instead, please
replace this language with 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 5, 8
through 11, 14, 17, 18, and 20 through 27.
17. We note your response to our prior comment 22, wherein you
state
that two employees have substantial experience in the micro
brewing
business.  However, neither person is disclosed under the section
"Directors, Executive Officers, and Key Employees" and we note
your
statement that Golden West does not have any written employment
agreements with any of its executive officers or key employees,
nor
does it have or maintain key man life insurance on any of its
employees.  In light of such disclosure, we re-issue our prior
comment 22.  Please add a risk factor discussing the apparent lack
of
brewing experience or experience running brewing operations in any
of
Golden West`s directors, executive officers or key employees.
18. We reissue prior comment 23.  Consider combining risk factors
twenty and twenty-one, as both discuss environmental regulations.
19. Given the materiality of the risks, consider relocating the
twenty-eighth and twenty-ninth risk factors to the beginning of
the
risk factors section.
Use of Proceeds

20. We partially reissue our prior comment 27.  Please disclose
within the prospectus the amount of debt that will be repaid to
officers, directors, or related parties.  If none, clearly state
in
the prospectus.  Furthermore, please clarify the amount allocated
to
each delinquent account and the amount that will be paid on each
at
the varying levels of proceeds.  If these delinquent accounts
incur
interest, please disclose the rate.
21. Please provide more specificity concerning each of the line
items
within the category of Working Capital.  Your attention is
directed
to Item 504 Regulation S-B.  Please break down the specific
allocation of the working capital.
22. We reissue our prior comment 30.  Please disclose within the
prospectus the amount of proceeds that will be paid to officers
and
directors.  If none, clearly state.
23. We reissue prior comment 31.  We note the fourth risk factor,
which states that changing business conditions may cause
management
to change the use of proceeds in this offering, that management
has
broad discretion over the use of proceeds, and that you cannot
assure
investors that the uses will not vary substantially from your
current
intentions.  We further note similar disclosure in this section.
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 the alternatives to the
currently stated uses.  Please refer to Instruction 7 to Item 504
of
Regulation S-K for guidance.
Pro Forma Capitalization

24. The unadjusted accumulated deficit account appears to be the
pro
forma amount, after the acquisition of Butte Creek, while the
other
accounts presented appear to be those of Golden West, unadjusted.
Also the "as adjusted" amounts do note agree with those presented
in
the Pro Forma Summary Financial Data.  Please provide us with a
supplemental schedule supporting the amounts shown.
Management`s Discussion and Analysis

25. We note the disclosure that you may seek bridge loans from
unrelated or related parties to increase your capacity before the
completion of this offering.  If you enter into any arrangements
or
agreements prior to effectiveness of the registration statement,
please confirm supplementally that you will file an amendment to
the
registration statement to revise the disclosure accordingly.
Furthermore, consider revising the disclosure in the use of
proceeds
section to reflect this possible change in the use of proceeds.
26. We reissue prior comment 35.  In the executive level overview,
you should discuss the events, trends, risks and uncertainties
that
management views as most 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.  The overview
should not simply be a repetition of the business description or a
description of the industry overall.  Focus instead upon your
specific company.
27. Please provide greater discussion of the other expenses that
resulted in an increase of $117,526 from the nine months ended
2003
to 2004.
28. In discussing the other income and expense, clarify whether
the
amounts are income or expenses.
29. We reissue prior comment 37.  Please disclose the cash balance
as
of the most recent practicable date and disclose how long you can
currently satisfy your cash requirements.
30. We partially reissue prior comment 38.  Please disclose the
material terms, such as the term of the lines of credit and any
covenants, conditions or other material provisions.  Lastly,
disclose
whether you are in compliance with all covenants, conditions and
provisions.
31. We reissue our prior comment 39.  Please disclose the material
terms of the notes payable and file as an exhibit.
32. We note your revisions in response to prior comment 41.  For
the
discussion relating to the nine months ended September 30, 2004,
please revise your disclosure to eliminate the duplicative
disclosures pertaining to several line items.  It appears that
this
could be accomplished by deleting the first four paragraphs under
this section.
Business

Background and Overview

33. We do not understand your response to our prior comment 45,
that
"there exists no affiliation or other relationship between Golden
West, its officers, directors or affiliates and Butte Creek, its
officers, directors, or affiliates."  At a minimum, it would
appear
that relationships exist by way of the Mt. Shasta Ale trademark.
Please include affirmative disclosure with respect to any
affiliation
or relationship between Golden West, its officers, directors, or
affiliates and Butte Creek, its officers, directors, or
affiliates.
34. We note you plan to rely upon section 4(2) as an exemption for
the issuance of 200,000 shares of common stock in connection with
the
acquisition of Butte Creek.  Supplementally provide us with the
facts
supporting the reliance upon the exemption
35. We note the working capital adjustment.  Please provide an
example (based upon the most recent financial statements) of the
estimated number of shares that would be issued pursuant to this
provision.
36. Please include your supplemental response to prior comment 48
in
the prospectus.
Ingredients and Raw Materials
37. We re-issue our prior comment 52.  Please name all principal
suppliers.  We note the disclosure that there is high demand and
limited quantities of organic hops.  Material agreements with
principal suppliers should be discussed in the prospectus and
filed
as exhibits.  If you do not have agreements with key suppliers,
disclose and state the risk to the company.  Lastly, if any of
your
material suppliers are affiliated vendors, disclose and state the
affiliation.

Sales and Distribution
38. Disclose whether you have arrangements or agreements with
major
customers.  If so, disclose the major terms and file as exhibits.
If
not, discuss the risk to the company.
39. Please reconcile the disclosure in this section with the
statement that three distributors accounted for 22.8% of your
sales
in 2003.

Trademarks and Intellectual Property

40. We note your filing of the Trademark Assignment Agreement as
an
exhibit to the Registration Statement.  Please file a final, dated
(complete with month and day) and executed copy of the agreement.
We
may have further comment.  Disclose whether any consideration was
paid as part of the assignment.
41. Additionally, we note that the Trademark Assignment Agreement
contains the following language:  "Assignor assigns to Assignee
all
of its right, title, and interest in and to the Mark, including
all
goodwill associated therewith, free from any notice or claim
asserted
or threatened by any third party due to the infringement of any
trade
name, trademark, service mark, copyright, or license of any person
or
organization."  (emphasis added)  Please discuss the validity of
the
agreement in light of its date (2005) and your previous disclosure
that appears to indicate that Golden West was aware that the
trademark registrant was engaged in litigation with a third party
with respect to alleged infringement prior to execution of such
assignment agreement.  We may have further comment.
42. Please explain how, in light of the Trademark Assignment
Agreement, Golden West has not become involved in the litigation.
43. We note that you contract microbrew for Bison Brewing Company.
Please disclose the percent of revenues generated from this
contract.
If the contract is material, please file as an exhibit and discuss
the material terms.  If you expect a material portion of revenues
in
the future to be generated from similar arrangements, please
consider
including disclosure in the discussion of your business and
operations.
Executive Compensation

44. Please revise tables 2 and 3 to include Mr. Atmore.  This
information should be updated as of the most recent fiscal year
end,
2004.
Certain Relationships and Related Transactions

45. We reissue our prior comment 66.  Please disclose the date of
the
issuance of 400,000 shares to the five investors listed in the
first
paragraph of this section.  Additionally, please reconcile such
disclosure with the first paragraph of the section entitled
"Recent
Sales of Unregistered Securities" which appears to contradict the
disclosure in this section.
46. Please reconcile the individual who guaranteed the line of
credit
with disclosure in the MD&A section.
The Offering

47. Please reconcile the reference to offering on a best efforts
basis up to 500,000 shares of common stock with the disclosure
throughout the prospectus.
48. Clarify in the third bulleted point of this section that all
funds will be "promptly" returned to investors.
49. P