UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 9, 2007
Golden West Brewing Company, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware | _000-51808 | 90-0158978 |
(State or other jurisdiction | Commission File | (I.R.S. Employer Identification number) |
945 West 2nd Street Chico, California 95928
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (530) 894-7906
______________________________________________________
(Former name or former address, if changed since last report)
___ | Written communications pursuant to Rule 425 under the Securities Act |
___ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
___ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
___ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
ITEM 3.02 | UNREGISTERED SALES OF EQUITY SECURITIES |
The following sets forth the information required by Item 701 of Regulation S-K with respect to the unregistered sales of equity securities by Golden West Brewing Company, Inc., (the “Company”):
a.
On July 9, 2007, the Company completed the sale, without registration under the Securities Act of 1933, as amended, (the “Securities Act”), of an aggregate of 282,000 shares of the Company’s $.0001 par value common stock (the “Common Stock” or “Shares”), for aggregate consideration of $93,060, or $.33 per share. Of the total consideration, $73,260 was in cash, and $19,800 was paid as a credit against the Company’s open account with its legal counsel, Clifford Neuman.
b.
No placement agent or finder was used in the offering. The shares were sold to a total of three (3) investors, each of whom qualifies as an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Securities Act.
c.
See subparagraph (a) above. No commissions or other fees were paid in connection with the transaction.
d.
The sale of the Securities was undertaken without registration under the Securities Act in reliance upon an exemption from the registration requirements of the Securities Act set forth in Sections 4(2), 4(6) and 3(b) and Rule 506 of Regulation D thereunder. Each of the investors in the offering qualified as an “accredited investor”. In addition, the Securities, which were taken for investment purposes and not for resale, were subject to restrictions on transfer. We did not engage in any public advertising or general solicitation in connection with this transaction, and we provided each investor in the offering with disclosure of all aspects of our business, including providing each investor with our reports filed with the Securities and Exchange Commission and other financial, business and corporate information. Based on our investigation, we believed that each accredited investor obtained all information regarding the Company that they requested, received answers to all questions posed and otherwise understood the risks of accepting our Securities for investment purposes.
e.
Not applicable.
f.
The proceeds of the offering will be used to provide working capital.
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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 thereunto duly authorized.
Golden West Brewing Company, Inc. | |
Date: July 12, 2007 | By: _/s/ John C. Power ___________ John C. Power President and Chief Executive Officer |
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