U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

þQuarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2010



 ̈Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



Commission File No. 0-28413



SAN WEST, INC.

(formerly Human BioSystems)

(Exact name of registrant as specified in its charter)

|                                                                                     |                                                   
|------------------------------------------------------------------------------------ | --------------------------------------------------
|                                                                                     |                                                   
|California
(State or other jurisdiction of
incorporation or organization)            | 77-0481056
(I.R.S. Employer Identification Number)
|10350 Mission Gorge Road
Santee, California
(Address of principal executive offices) | 92071
(Zip Code)                                  
|(619) 258-8770
(Registrants telephone number, including area code)                 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days.  Yes þ  No  ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  ̈ No  ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check One):

|                        |   |  |                           |  
|----------------------- | - |  | ------------------------- | -
|Large accelerated filer | o |  | Accelerated filer         | o
|Non-accelerated filer   | o |  | Smaller reporting company | þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12(b)-2 of the Exchange Act) Yes ̈  No þ

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.  At November 11, 2010 the registrant had outstanding 178,655,432 shares of common stock, no par value per share.



SAN WEST, INC.

FORM 10-Q

TABLE OF CONTENTS



PAGE

PART I - FINANCIAL INFORMATION



Item 1.

Financial Statements



Consolidated Balance Sheets as of September 30, 2010(Unaudited)

and December 31, 2009

1



Consolidated Statements of Operations (Unaudited) For the

Three and Six Months Ended September 30, 2010 and 2009

2



Consolidated Statement of Stockholders' Equity (Unaudited)

For the Nine Months Ended September 30, 2010

3



Consolidated Statements of Cash Flows (Unaudited) For the

Three and Nine Months Ended September 30, 2010 and 2009

4



Notes to Consolidated Financial Statements (Unaudited)

5-14

Item 2.

Management's Discussion and Analysis of Financial Condition and

Results of Operations

15-19



Item 3.

Quantitative and Qualitative Disclosures About Market Risk

19



Item 4.

Controls and Procedures

19



Item 4(T).  Controls and Procedures

19



ii



PART II - OTHER INFORMATION



Item 1.

Legal Proceedings

20



Item 1A. Risk Factors

20



Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

20

Item 3.

Defaults Upon Senior Securities

21



Item 4.

Submission of Matters to a Vote of Security Holders

23



Item 5.

Other Information

21



Item 6.

Exhibits

22



Signatures

22



Item 1.  Financial Statements.





San West, Inc.Consolidated Balance SheetsSeptember 30,December 31,ASSETS20102009CURRENT ASSETS(Unaudited)Cash$           18,589$           50,659Accounts receivable2,390840Inventory (Note B)133,354287,921Other current assets86,01233,897Total current assets240,345373,317Fixed assets (Note C)130,226130,226Accumulated depreciation(48,322)(31,974)Net fixed assets81,90498,252Deposits19,47412,599Goodwill (Note D)234,100234,100Total assets$         575,823$         718,268LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT LIABILITIESAccounts payable (Note E)$         822,528$         749,257Other current liabilities199,008187,689Floorplan notes payable (Note F )61,353117,962Convertible promissory notes (Note G)130,000-Notes payable (Note H)89,178510,000Subsidiary purchase-current portion (Note I)26,86832,292Total current liabilities1,328,9351,597,200Subsidiary purchase (Note I)199,590223,820Notes payable, non-current (Note H)119,000-Loans from shareholder (Note J)216,950216,950Total liabilities1,864,4752,037,970Commitments and contingencies--STOCKHOLDERS' DEFICIT(Note K)Preferred stock, no par value, 10,000,000 shares authorized; none issued and outstanding--Common stock, no par value, 300,000,000 shares authorized; issued and outstanding 171,667,607 and 124,960,826 at September 30, 2010 and December 31, 2009, respectively.3,824,5842,028,648Common stock payable342,868439,825Accumulated deficit(5,456,104)(3,788,175)Total stockholders' deficit(1,288,652)(1,319,702)Total liabilities and shareholder deficit$         575,823$         718,268The accompanying notes are an integral part of these financial statements




1





San West, Inc.Consolidated Statements of Operations (Unaudited)Three Months EndedNine Months EndedSeptember 30,September 30,2010200920102009Revenue$     630,412$     217,099$  2,320,239$   546,620Cost of goods sold601,393181,4041,849,355400,284Gross profit29,01935,695470,884146,336ExpensesSelling, general and administrative304,323284,8672,070,695684,462Total expenses304,323284,8672,070,695684,462Income (loss) from operations(275,304)(249,172)(1,599,811)(538,126)Other income (expense)Other income-227122,62211,665Other expense-(2,380)-(15,911)Amortization of beneficial conversion feature(872)(150,000)-Amortization of deferred financing costs-(2,601)-Interest expense(13,109)(10,859)(38,139)(32,205)Total other income (expense)(13,981)(13,012)(68,118)(36,451)Net loss$   (289,285)$   (262,184)$ (1,667,929)$  (574,577)Net (loss) per common share basic$        (0.00)$        (0.00)$        (0.01)$       (0.01)Weighted average shares outstanding basic169,103,829101,655,781156,399,20982,967,757The average shares listed below were not included in the computation of diluted lossesper share because to do so would have been antidilutive for the periods presented:Convertible promissory notes17,201,6298,049,82514,295,4128,085,925The accompanying notes are an integral part of these financial statements




2

San West, Inc.

Consolidated Statement of Stockholder's Deficit

TotalCommon StockAccumulatedStockholder'sSharesAmountPayableDeficitDeficitBalances December 31, 2009124,960,826$ 2,028,648$ 439,825$ (3,788,175)$ (1,319,702)Common stock issued for cash:weighted average price of $.070964,28667,500(67,500)-weighted average price of $.035275,0009,5009,500weighted average price of $.0101,000,00010,00010,000weighted average price of $.0752,000,00015,00015,000weighted average price of $.0052,000,00010,00010,000Common stock issued for services:weighted average price of $.119750,00089,25089,250weighted average price of $.1115,000,000552,925552,925weighted average price of $.0621,300,00080,670(80,670)-weighted average price of $.068250,00017,00034,00051,000weighted average price of $.023017,21317,213weighted average price of $.0212,000,00035,70035,700weighted average price of $.01151,000,0009,7759,775Common stock issued for PUTS :Proceeds applied to debt751,75417,86317,863Proceeds paid to Company373,2468,6888,688Common stock issued for finders feeweighted average price of $.1912,093,145400,000400,000Merger shares canceled(4,087,270)(122,618)(122,618)Common stock exchanged for debtweighted average price of $.01323,050,000356,500356,500weighted average price of $.01006,700,00067,00067,000weighted average price of $.00752,824,44521,18421,184Beneficial conversion featureof convertible note150,000150,000Net loss(1,667,929)(1,667,929)Balances September 30, 2010 (Unaudited)173,205,432$ 3,824,584$ 342,868$ (5,456,104)$ (1,288,652)The accompanying notes are an integral part of these consolidated financial statements


3



San West, Inc.

Consolidated Statements of Cash Flows (Unaudited)

Nine Months EndedSeptember 30,20102009Cash flows from operating activities:Net loss$     (1,667,929)$        (574,577)Adjustments to reconcile net loss to netcash used by operating activities:Depreciation16,34917,064Stock compensation expense1,155,86362,640Stock issued for accrued interest21,724-Merger shares canceled(122,618)-Amortization of beneficial conversion feature150,000-Changes in operating assets and liabilities:Change in accounts receivable(1,550)13,540Change in inventory154,567245,154Change in other current assets(52,115)2,343Change in deposits(6,875)8,766Change in accounts payable73,271(263,963)Change in floorplan notes payable(56,609)-Change in other current liabilities11,318175,591Net cash used by operating activities(324,604)(313,442)Cash flows from investing activities:Investment in merger-(28,000)Net cash provided by investing activities-(28,000)Cash flows from financing activities:Proceeds from the issuance of common stock53,188452,201Stock sale offering costs-(146,007)Proceeds from loans269,00054,000Proceeds from shareholder loans-38,605Payments on shareholder loans-(7,500)Payments on loans(29,654)(6,000)Net cash provided by financing activities292,534385,299Net increase (decrease) in cash(32,070)43,857Cash, beginning of period50,6596,252Cash, acquired-6,070Cash, end of period$           18,589$           56,179Supplemental disclosure of cash flow information:Cash paid for interest$           20,537$                 -Other non-cash investing and financing activities:Shares issued as compensation$      1,155,863$           62,640Shares issued for accrued interest$           21,724$                 -Shares issued for debt$         440,822$         231,500Merger related shares canceled$         122,618$                   -Founder's shares issued for promissory note$                   -$         100,000The accompanying notes are an integral part of these financial statements


4







SAN WEST, INC.

NOTES TO FINANCIAL STATEMENTS (Unaudited)

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009





NOTE A  ORGNIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The unaudited financial statements of San West, Inc. as of September 30, 2010 and for the three and nine months ended September 30, 2010 and 2009 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial reporting.  Accordingly, they do not include all of the disclosures required by accounting principles generally accepted in the United States for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2009 as filed with the Securities and Exchange Commission as part of our Form 10-K filed on April 15, 2010.  In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the interim financial information have been included.  The results of operations for any interim period are not necessarily indicative of the results of operations for the entire year.



Organization

San West, Inc. (formerly Human BioSystems Acquisition Company) (San West, the Company, or we) is a Nevada Corporation, established in July, 2001.  The Company designs, manufacturers, sells and repairs off-road buggies, and additionally provides after market performance products and accessories for buggies. Its products are sold both at a physical location and online while the buggy repair services are sold and fulfilled at the physical location. Its primary service outlet, Letz Go Racing Off-Road Center is located in Huntington Beach, California and provides customers with modification parts, accessories and repair services for off-road buggies built in China for the U.S. market.



In August 2008, the Company purchased 100% of the outstanding stock of Buggy World, Inc. With the acquisition of Buggy World, San West expanded their presence in the southern California retail market.  The accompanying financial statements reflect the activity of Buggy World since its acquisition.



On June 5, 2009, San West completed a reverse merger with Human BioSystems by merging with Human BioSystems Acquisition Company a wholly owned subsidiary of Human BioSystems  Upon becoming effective, 1) 100% of San West outstanding common stock was exchanged for 65,396,320 shares of Human BioSystems common stock, 2) Human BioSystems Acquisition Company became the surviving entity and assumed all San West assets and liabilities and 3) Human BioSystems Acquisition Company changed its name to San West, Inc.  The authorized capital stock of San West, Inc (formerly Human BioSystems Acquisition Company) is 400,000,000 shares of common stock no par value and 50,000,000 shares of preferred stock no par value.  The merger was accounted for as a reverse merger, wherein Human BioSystems Acquisition Company and Human BioSystems are treated as the acquiree for accounting purposes meaning the historical earnings, assets and liabilities of San West, Inc (pre merger) shall remain with the assets and liabilities of Human BioSystems Acquisition Company and Human BioSystems accounted for as a purchase by San West thus recapitalizing the previously reported financial position and statements of Human BioSystems.  Human BioSystems changed its name to San West, Inc. on July 31, 2009.  Herein, all references to San West, the Company, or we shall mean San West, Inc. and Human BioSystems, unless the context requires otherwise.  The Company is listed on the OTC Bulletin Board under the ticker symbol SNWT.



Going Concern

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of the Company as a going concern.  The Company has sustained operating losses since inception and has an accumulated deficit of $5,456,104 and $3,788,175 at September 30, 2010 and December 31, 2009, respectively.  In addition, the Company had negative working capital of $1,088,590 and $1,223,883 at September 30, 2010 and December 31, 2009, respectively.



The Company has and will continue to use significant capital to grow and acquire market share.    These factors raise substantial doubt about the ability of the Company to continue as a going concern.  In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through additional sales of their common stock.  There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations.  The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.



5







SAN WEST, INC.

NOTES TO FINANCIAL STATEMENTS (Unaudited)

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009





NOTE A  ORGNIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Principles of consolidation

The consolidated financial statements include the accounts of San West (formerly Human BioSystems, Inc.) and its subsidiary, Buggy World which is 100% consolidated in the financial statements.  All material inter-company accounts and transactions have been eliminated.



Accounting estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.



Cash and cash equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.  Cash and cash equivalents may at times exceed federally insured limits.  To minimize this risk, the Company places its cash and cash equivalents with high credit quality institutions.



Accounts Receivable

Accounts receivable are reported at the customers' outstanding balances.  The Company does not have a history of significant bad debt and has not recorded any allowance for doubtful accounts.  Interest is not accrued on overdue accounts receivable.  The Company evaluates receivables on a regular basis for potential reserve.



Inventory

The Company currently utilizes a just-in-time inventory system.  Inventories are valued at the lower of cost or market.  Cost is determined on an average cost basis.  Management performs periodic assessments to determine the existence of obsolete, slow moving and non-salable inventories, and records necessary provisions to reduce such inventories to net realizable value.  The Companys inventory consists primarily of vehicle parts and complete vehicles.



Property and Equipment

Property and equipment are stated at cost.  Major renewals and improvements are charged to the asset accounts while replacements, maintenance and repairs, which do not improve or extend the lives of the respective assets, are expensed.  At the time property and equipment are retired or otherwise disposed of, the asset and related accumulated depreciation accounts are relieved of the applicable amounts.  Gains or losses from retirements or sales are credited or charged to income.



The Company depreciates its property and equipment on a straight line basis at the following rates as applied to net depreciable value:



Computer equipment and software:

3 years

Furniture and fixtures:

5  7 years

Machinery and equipment

5  7 years

Leasehold improvements

7 years



Long-Lived Assets

Accounting for the Impairment or Disposal of Long-Lived Assets requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost-carrying value of an asset may not be recovered.  The Company assesses recoverability of the carrying value of an asset by estimating the fair value of the asset.  If the fair value is less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset's carrying value and fair value.



6







SAN WEST, INC.

NOTES TO FINANCIAL STATEMENTS (Unaudited)

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009





NOTE A  ORGNIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Stock-Based Compensation

The Company accounts for all compensation related to stock, options or warrants using a fair value based method whereby compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period.  Stock issued for compensation is valued using the market price of the stock on the date of the related agreement.  We use the Black-Scholes pricing model to calculate the fair value of options and warrants issued to both employees and non-employees.  In calculating this fair value, there are certain assumptions that we use consisting of the expected life of the option, risk-free interest rate, dividend yield, volatility and forfeiture rate.  The use of a different estimate for any one of these components could have a material impact on the amount of calculated compensation expense.



Revenue

Revenue from the sale of parts, service and vehicles is recognized when the earning process is complete and the risk and rewards of ownership have transferred to the customer, which is generally considered to have occurred upon the delivery of the equipment and/or service to the customer.  Customer returns and exchanges for unused parts require a receipt, all sales on discounted items are final and the Company does not accept returns on special order or electrical items.  The Company does not provide warranties.  Warranties are generally provided by the manufacturer of the items we sell.



Cost of Goods Sold

Cost of goods sold is recognized with the associated parts, service and vehicle revenue and consists primarily of resale parts and vehicles.



Commissions

Commissions are recorded to different employees when they are earned by; selling parts, buggies and/or service.  Rates are different for each employee in different departments.



Advertising Costs

The Company expenses all advertising as incurred.  For the three months ended September 30, 2010 and 2009, the Company incurred approximately $56,284 and $18,837, respectively in marketing and advertising expense.  For the nine months ended September 30, 2010 and 2009, the Company incurred approximately $173,697 and $34,877, respectively in marketing and advertising expense.



Earnings (Loss) per common share

The Company reports both basic and diluted earnings (loss) per share.  Basic loss per share is calculated using the weighted average number of common shares outstanding in the period.  Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using the treasury stock method and convertible securities using the if-converted method.



Income Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements.  Under this method, deferred tax assets and liabilities are determined based on differences between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.  The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.



The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized.  In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations.  A valuation allowance is established against deferred tax assets that do not meet the criteria for recognition.  In the event the Company were to determine that it would be able to realize deferred income tax assets in the future in excess of their net recorded amount, we would make an adjustment to the valuation allowance which would reduce the provision for income taxes.





7





SAN WEST, INC.

NOTES TO FINANCIAL STATEMENTS (Unaudited)

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009





NOTE A  ORGNIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Income Taxes (Continued)

The Company follows the accounting guidance which provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits.  Income tax provisions must meet a more-likely-than-not recognition threshold at the effective date to be recognized initially and in subsequent periods.  Also included is guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.



Recent Accounting Pronouncements

On July 1, 2009, the FASB officially launched the FASB ASC 105 - Generally Accepted Accounting Principles, which established the FASB Accounting Standards Codification (the Codification), as the single official source of authoritative, nongovernmental, U.S. GAAP, in addition to guidance issued by the Securities and Exchange Commission.  The Codification is designed to simplify U.S. GAAP into a single, topically ordered structure.  All guidance contained in the Codification carries an equal level of authority.  The Codification is effective for interim and annual periods ending after September 15, 2009.  Accordingly, the Company refers to the Codification in respect of the appropriate accounting standards throughout this document as FASB ASC.  Implementation of the Codification did not have any impact on the Companys consolidated financial statements.



On June 30, 2009, the FASB issued Accounting Standard Update (ASU) No. 2009-01 (Topic 105)  Generally Accepted Accounting Principles  amendments based on  Statement of Financial Accounting Standards No. 168 The FASB Accounting and Standards Codification and the Hierarchy of Generally Accepted Accounting Principles.  Beginning with this Statement the FASB will no longer issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts.  Instead, it will issue Accounting Standard Updates.  This ASU includes FASB Statement No. 168 in its entirety.  While ASUs will not be considered authoritative in their own right, they will serve to update the Codification, provide the bases for conclusions and changes in the Codification, and provide background information about the guidance.  The Codification modifies the GAAP hierarchy to include only two levels of GAAP: authoritative and nonauthoritative.  ASU No. 2009-01 is effective for financial statements issued for the interim and annual periods ending after September 15, 2009, and the Company does not expect any significant financial impact upon adoption.



In August 2009, the FASB issued ASU No. 2009-05  Fair Value Measurements and Disclosures (Topic 820)  Measuring Liabilities at Fair Value.  This ASU clarifies the fair market value measurement of liabilities.  In circumstances where a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more of the following techniques: a technique that uses quoted price of the identical or a similar liability or liabilities when traded as an asset or assets, or another valuation technique that is consistent with the principles of Topic 820 such as an income or market approach.  ASU No. 2009-05 was effective upon issuance and it did not result in any significant financial impact on the Company upon adoption.



In September 2009, the FASB issued ASU No. 2009-12  Fair Value Measurements and Disclosures (Topic 820)  Investments in Certain Entities That Calculate Net Asset Value per Share (or its equivalent).  This ASU permits use of a practical expedient, with appropriate disclosures, when measuring the fair value of an alternative investment that does not have a readily determinable fair value.  ASU No. 2009-12 is effective for interim and annual periods ending after December 15, 2009, with early application permitted.  Since the Company does not currently have any such investments, it does not anticipate any impact on its financial statements upon adoption.



In January 2010, the FASB issued ASU 2010-06  Fair Value Measurements and DisclosuresImproving Disclosures about Fair Value Measurements, which requires new disclosures and reasons for transfers of financial assets and liabilities between Levels 1 and 2.  ASU 2010-06 also clarifies that fair value measurement disclosures are required for each class of financial asset and liability, which may be a subset of a caption in the consolidated balance sheets, and those disclosures should include a discussion of inputs and valuation techniques.  It further clarifies that the reconciliation of Level 3 measurements should separately present purchases, sales, issuances, and settlements instead of netting these changes.  With respect to matters other than Level 3 measurements, ASU 2010-06 is effective for fiscal years and interim periods beginning on or after December 15, 2009.  New guidance related to Level 3 measurements is effective for fiscal years and interim periods beginning on or after December 15, 2010. We are currently evaluating the impact of ASU 2010-06 on our disclosures.





8







SAN WEST, INC.

NOTES TO FINANCIAL STATEMENTS (Unaudited)

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009





NOTE A  ORGNIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Recent Accounting Pronouncements (Continued)

In February 2010, the FASB issued ASU No. 2010-09, which amends subsequent event disclosure requirements for SEC filers. An entity that is an SEC filer is not required to disclose the date through which subsequent events have been evaluated. This ASU was effective upon issuance and adoption of this ASU did not result in a material impact to the Companys financial statements.



In January 2010, the FASB issued ASU No. 2010-10  Consolidation (Topic 810) that amends accounting and disclosure requirements for a decrease in ownership in a business under existing GAAP standards for consolidations. It also clarifies the types of businesses that are in the scope of these consolidations. As required by this guidance, we retroactively applied the amendments as of January 1, 2009, which did not have a material impact on our financial statements or footnote disclosures.



In May 2009, the FASB issued FASB ASC 855, Subsequent Events.  This Statement addresses accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or available to be issued.  FASB ASC 855 requires disclosure of the date through which an entity has evaluated subsequent events and the basis for that date, the date issued or date available to be issued.  The Company adopted this Statement in the second quarter of 2009.  As a result the date through which the Company has evaluated subsequent events and the basis for that date have been disclosed in Note N, Subsequent Events.



In April 2009, the FASB issued an update to FASB ASC 820, Fair Value Measurements and Disclosures, related to providing guidance on when the volume and level of activity for the asset or liability have significantly decreased and identifying transactions that are not orderly.  The update clarifies the methodology to be used to determine fair value when there is no active market or where the price inputs being used represent distressed sales.  The update also reaffirms the objective of fair value measurement, as stated in FASB ASC 820, which is to reflect how much an asset would be sold in and orderly transaction, and the need to use judgment to determine if a formerly active market has become inactive, as well as to determine fair values when markets have become inactive.  The Company adopted this Statement in the second quarter of 2009 without significant financial impact.



In April 2009, the FASB ASC 320, Investments  Debt and Equity, amends current other-than-temporary guidance for debt securities through increased consistency in the timing of impairment recognition and enhanced disclosures related to credit and noncredit components impaired debt securities that are not expected to be sold.  Also, the Statement increases disclosures for both debt and equity securities regarding expected cash flows, securities with unrealized losses, and credit losses.  The Company adopted this Statement in the second quarter of 2009 without significant impact to our financial statements.



In April 2009, the FASB issued an update to FASB ASC 825, Financial Instruments, to require interim disclosures about the fair value of financial instruments.  This update enhances consistency in financial reporting by increasing the frequency of fair value disclosures of those assets and liabilities falling within the scope of FASB ASC 825. The Company adopted this update in the second quarter of 2009 without significant impact to the financial statements.



In April 2009, the FASB issued an update to FASB ASC 805, Business Combinations, that clarifies and amends FASB ASC 805, as it applies to all assets acquired and liabilities assumed in a business combination that arise from contingencies.  This update addresses initial recognition and measurement issues, subsequent measurement and accounting, and disclosures regarding these assets and liabilities arising from contingencies in a business combination.  The Company adopted this Statement in the second quarter of 2009 without significant impact to the financial statements.







9





SAN WEST, INC.

NOTES TO FINANCIAL STATEMENTS (Unaudited)

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009





NOTE A  ORGNIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Recent Accounting Pronouncements (Continued)

In November 2008, EITF issued new guidance under FASB ASC 350, Intangibles  Goodwill and Other on accounting for defensive intangible assets.  The new guidance applies to all acquired intangible assets in which the acquirer does not intend to actively use the asset but intends to hold (lock up) the asset to prevent its competitors from obtaining or using the asset (a defensive asset).  This guidance was adopted by the Company in January 2009 without impact to the financial statements.



In May 2008, the FASB issued an update to FASB ASC 470, Debt, with respect to accounting for convertible debt instruments that may be settled in cash upon conversion including partial cash settlement.  This update applies to convertible debt instruments that, by their stated terms, may be settled in cash (or other assets) upon conversion, including partial cash settlement, unless the embedded conversion option is required to be separately accounted for as a derivative under FASB ASC 815, Derivatives  and Hedging.  Additionally, this update specifies that issuers of such instruments should separately account for the liability and equity components in a manner that will reflect the entitys nonconvertible debt borrowing rate when interest cost recognized in subsequent periods. The update is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years.  The Company does not currently have any debt instruments for which this update would apply.  This update was adopted in January 2009 without significant financial impact.



In December 2007, the FASB issued an update to FASB ASC 805, Business Combinations which establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree, and the goodwill acquired. SFAS 141R also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination. SFAS 141R is effective for the Company with respect to business combinations for which the acquisition date is on or after January 1, 2009.  The Company adopted this SFAS in the first quarter of 2009.



In December 2007, the FASB issued an update to FASB ASC 810, Consolidation, which establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the noncontrolling interest, changes in a parents ownership interest, and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated. SFAS 160 also establishes disclosure requirements that clearly identify and distinguish between the interests of the parent and the interests of noncontrolling owners.  This update is effective for the Company as of January 1, 2009.  The Company adopted this update in January 2009 without significant impact on the consolidated financial position, results of operations, and disclosures.



NOTE B  INVENTORY



Inventory is comprised of buggy vehicles and parts and stated at the lower of cost or market.  The following table represents the major components of inventory at September 30, 2010 and December 31, 2009:



20102009Parts$63,507$120,343Vehicles69,847167,578Inventory$133,354$287,921




NOTE C  FIXED ASSETS



Furniture and equipment are depreciated on a straight line basis over their estimated useful life from 3  7 years.  A majority of the fixed assets listed were acquired in the purchase of Buggy World in August of 2008.    Fixed assets consisted of the following at September 30, 2010 and December 31, 2009:



20102009Computers$           8,419$           8,419Furniture & fixtures50,00050,000Machinery & equipment62,89162,891Leasehold improvements8,9168,916130,226130,226Accumulated depreciation(48,322)(31,974)Fixed assets, net$         81,904$         98,252






10





SAN WEST, INC.

NOTES TO FINANCIAL STATEMENTS (Unaudited)

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009





NOTE C  FIXED ASSETS (Continued)



Depreciation expense for the three months ended September 30, 2010 and 2009 was $5,429 and $5,688, respectively.  Depreciation expense for the nine months ended September 30, 2010 and 2009 was $16,349 and $17,064, respectively.



NOTE D  GOODWILL



On August 20, 2008, the Company executed an Asset Purchase and Stock Transfer Agreement for 100% of the outstanding ownership interests in Buggy World, Inc.  The total purchase price was $613,202 paid with $350,000 cash and $263,202 of promissory notes to Cambio Enterprises.  In 2008 the Company impaired $54,889 related to the Buggy World acquisition.



NOTE E  ACCOUNTS PAYABLE



Accounts payable at September 30, 2010 consisted of $637,242 of assumed Human BioSystems accounts, $3,768 of sales tax payable, $15,642 related to professional fees and $165,876 of trade payables.



Accounts payable at December 31, 2009 consisted of $668,642 of assumed Human BioSystems accounts, $6,599 of sales tax payable, $5,000 related to professional fees and $69,016 of trade payables.



NOTE F  FLOORPLAN NOTES PAYABLE



|                      |  |                    |  |                   |  |                |  |               
|--------------------- |  | ------------------ |  | ----------------- |  | -------------- |  | --------------
|                      |  | September 30, 2010 |  | December 31, 2009
|                      |  | Inventory          |  | Notes             |  | Inventory      |  | Notes         
|                      |  | Cost               |  | Payable           |  | Cost           |  | Payable       
|Vehicles              |  | $        69,847    |  | $        61,353   |  | $      167,578 |  | $      117,962
|Parts and accessories |  | 63,507             |  |                   |  | 120,343        |  |               
|                      |  | $      133,354     |  |                   |  | $      287,921 |  |               
|                      |  |                    |  |                   |  |                |  |               

The floorplan notes payable, as shown in the above table, will generally be higher than the vehicle inventory cost due to the timing of the sale of a vehicle and payment of the related liability.  In 2009, floorplan notes payable is lower than inventory cost as we have paid off floorplan notes with excess cash, including the proceeds from our stock sales.



We evaluate our vehicles at the lower of cost or market value approach for vehicles.  If the book value of our vehicles is more than fair value, we could experience losses on our used vehicles in future periods.



All new vehicles are pledged to collateralize floorplan notes payable to floorplan providers. The floorplan notes payable bear interest, payable monthly on the outstanding balance, at a rate of interest that varies by provider.  The new vehicle floorplan notes are payable on demand and are typically paid upon the sale of the related vehicle.  As such, these floorplan notes payable are shown as current liabilities in the accompanying balance sheets.







11





SAN WEST, INC.

NOTES TO FINANCIAL STATEMENTS (Unaudited)

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009





NOTE F  FLOORPLAN NOTES PAYABLE(Continued)



During 2009, the Company used Castle Flooring to finance certain vehicles.  During 2009 Castle was paid off and the Company no longer does business with Castle who has since filed for Chapter 7 bankruptcy.  GE Flooring and DSC Flooring provided financing to the former owners of Buggy World.  DSC was paid off in 2009 and the remaining GE balance is a carryover from 2008.  The GE balance is secured by certain vehicles financed by that lender.



Vehicles financed by our floorplan lenders are classified as floorplan notes payable and are included as an operating activity.  In the future, the Company plans to consign and or purchase most of our inventory.



NOTE G  CONVERTIBLE PROMISSORY NOTE



In connection with a Securities purchase Agreement dated February 12, 2010, the Company issued a convertible promissory note (the Note) dated February 4, 2010 generating gross proceeds to the Company of $150,000.  Issuance fees totaled $3,485, which were paid in cash.  The Note bears interest of ten percent (10%) per annum that accrues daily and matures on February 1, 2011 with no payment due before the maturity date.



At any time after the issuance date on February 4, 2010, and prior to maturity, the Note is convertible into the Company's restricted common stock at a conversion price equal to the lesser of (i) $0.04, or (ii) 80% of the lowest closing bid price of the Companys Common Stock during the 10 trading days immediately preceding the applicable conversion date.  Common stock issued pursuant to a conversion carries piggyback registration rights.



The Note provides that the holder may only convert the debenture if the number of shares held by the lender or its affiliates after conversion would not exceed 4.99% of the outstanding shares of the Company's common stock following such conversion.



The issuance costs related to the Note of $3,485 in cash were capitalized to current assets on the balance sheet and are being amortized over the term of the Note which is calculated based upon the effective interest method.  For the three and nine months ended September 30, 2010, the Company recognized $872 and $2,601 as other expense related to the amortization of the issuance costs with a $884 balance remaining in current assets.



The Company determined that the Note was issued with a beneficial conversion feature (BCF) due to the conversion price ($0.04) being less than the closing stock price ($0.095) on the date of issuance, and the conversion feature being in-the-money.  Thus, the BCF has been determined based on the gross debenture amount, and recorded as a discount to reduce the carry value of the Note and increase additional-paid-in-capital.  The Company calculated the initial BCF on the closing date of the transaction to be $206,250 using the intrinsic value method.  Since this amount is greater than the $150,000 value of the Note, the Company reduced the initial carry value of the Note to zero effectively recording a BCF of $150,000 as additional-paid-in-capital.  The BCF discount was expensed when the note became convertible which was on the date of issuance.  Thus, during the nine months ended September 30, 2010, the Company recognized $150,000 in non-cash amortization expense attributable to the amortization of the beneficial conversion feature discount.



During the three and nine months ended September 30, 2010, the Gemini converted $20,000 of principle and $1,183.33 of accrued interest into 2,824,444 shares of common stock.



During the three and nine months ended September 30, 2010, the Company recognized $3,833 and $9,954 in interest expense related to the Note.



NOTE H  NOTES PAYABLE



Notes payable consists of the following at September 30, 2010:



1.

($7,630) On September 30, 2009 the Company issued an Addendum to the Seacoast Advisors, Inc. February 13, 2009 note increasing the loan balance by $54,000.  The addendum extended the maturity date of the original note and the $54,000 to September 30, 2010.  The addendum also changed the conversion price of the $54,000 to $0.07 per share compared to $0.05 per share for the original note.  All other terms and conditions are unchanged and include interest at eight percent (8%) per annum



12







SAN WEST, INC.

NOTES TO FINANCIAL STATEMENTS (Unaudited)

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009





NOTE H  NOTES PAYABLE(Continued)



and only one principal and interest payment upon maturity.  During the three and nine months ended September 30, 2010, the Company recognized $669 and $2,811, respectively of interest expense.  During the three and nine months ended September 30, 2009, the Company recognized $125 of interest expense.  During the three and nine months ended September 30, 2009, the Company converted $50,395 ($46,459 of principle and $3,936 of interest) into 5,039,489 shares of common stock.  As of September 30, 2010, the total due under this note was $7,630, including $89 of accrued interest and $7,541 of principal.  Accrued interest under this note is recorded under other current liabilities.



2.

($81,637) Represents the promissory notes assumed from Dutchess Private Equities L.P. pursuant to the HBS merger.  In November 2006, the HBS entered into a loan transaction with Dutchess Private Equities, LP (Dutchess), and issued to Dutchess a Promissory Note (First Dutchess Note) with a face value of $1,200,000, with net proceeds to the Company from the transaction of $1,000,000 and an imputed annual rate of interest of 43.278%.  The First Dutchess Note matured on August 31, 2007.  Repayment of the face value was to be made monthly in the amount of $120,000, plus 50% of any proceeds raised over $120,000 per month from Puts, issued by the Company as collateral.  If the First Dutchess Notes face value is not paid off by maturity, the Company will be required to pay an additional 10% on the face value of the First Dutchess Note, plus 2.5% per month, compounded daily, until the First Dutchess Note is paid off.  The Company may be required to pay penalties if certain obligations under the First Dutchess Note are not met.  If the Company raises financing of more than $2,000,000, Dutchess may require that the Company use the balance of any amount over $2,000,000 to pay any amounts due on the First Dutchess Note.  During the nine months ended September 30, 2010, $200,363 ($182,500 from straight conversions and $17,863 converted through PUTS (See Note L, Investment Agreements below)) was converted into 6,401,754 shares of common stock (5,650,000 shares from straight conversions and 751,754 through PUTS (See Note L, Investment Agreements below).



3.

($119,000) During the nine months ended September 30, 2010, the Company borrowed $119,000 from Seacoast Advisors, Inc.  The notes have the same terms and conditions, including interest at eight percent (8%) per annum and only one principal and interest payment due upon maturity on January 1, 2012.  During the three and nine months ended September 30, 2010, the Company recognized $1,875 and $2,712, respectively of interest expense on these notes.



On August 10, 2008 the Company issued an unsecured promissory note to Seacoast Advisors, Inc. in exchange for $80,000.  On February 13, 2009 the original promissory note was canceled and replaced with a convertible promissory note.  The terms of the new note and original note did not change except for the addition of a conversion feature in the new note.  The new note accrues interest at eight percent (8%) per annum, is due in one year or August 12, 2009, requires only one principal and interest payment upon maturity and is convertible into common stock of the Company at the rate of $.01 of outstanding principal and interest and upon written notice from Seacoast Advisors, Inc.  On September 30, 2009 the maturity date of the note was extended to September 30, 2010.  During the year ended December 31, 2009, the Company made a $6,000 payment and recognized $8,528 of interest expense.  As of December 31, 2009, the total balance due under this note was $82,528, including $74,000 of principle and $8,528 of accrued interest.  During the nine months ended September 30, 2010, the Company recognized $1,068 of interest expense and received conversion notices to convert the entire outstanding balance of $83,695.49 ($74,000 of principle and $9,596 of accrued interest) into 8,359,649 shares of the Companys common stock.



On February 13, 2009 the Company issued an unsecured promissory note to Kelly Clark with a face amount of $100,000 in exchange for Ms. Clark retiring 39,520,735 shares of the Companys common stock that was originally issued to Ms. Clark in 2005.  The note accrues interest at eight percent (8%) per annum, is due in one year or February 13, 2010 and requires only one principal and interest payment upon maturity.  During the year ended December 31, 2009, the Company recognized $7,036 of interest expense.  As of December 31, 2009, the total due under this note was $107,036, including $7,036 of accrued interest and $100,000 of principal.  During the nine months ended September 30, 2010, the Company   received conversion notices to convert the entire outstanding balance of $107,036 into 10,703,600 shares of the Companys common stock.





12







SAN WEST, INC.

NOTES TO FINANCIAL STATEMENTS (Unaudited)

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009





NOTE I  SUBSIDIARY PURCHASE LOAN



Secured Promissory Note to Cambio Enterprises in the amount of $263,202 dated August 12th 2008.  The note bears interest of eight percent (8.0%) per annum, requires monthly principal and interest payments of $4,102, matures seven years from the date of the note or August 12, 2015 and is secured by certain assets of the Company.



In addition, the note is personally guaranteed by Frank J. Drechsler, CEO and General Manager, of San West, Inc.  As of September 30, 2010, the total due under this note was $226,458, and includes $26,868 and $199,590 recorded as current and non-current notes payable, respectively.  During the three months ended September 30, 2010 and 2009, the Company recorded interest expense of $4,522 and $4,928, respectively related to this note.  During the nine months ended September 30, 2010 and 2009, the Company recorded interest expense of $13,953 and $14,783, respectively related to this note.  During the three and nine months ended September 30, 2010, the Company made payments totaling $12,307 ($7,637 of principle and $4,670 of interest) and $50,192 ($29,654 of principle and $20,537 of interest), respectively.



NOTE J  SHAREHOLDER LOANS



($216,950) From time to time, the Companys CEO, Frank J. Drechsler has deposited funds and made payments to vendors on behalf of the Company.  On April 1, 2009, the Company and Mr. Drechsler entered into a promissory note for the principal balance then due or $216,950.  The note accrues interest at four percent (4%) per annum, is due in three years or April 1, 2012 and requires only one principal and interest payment upon maturity.  During the three months ended September 30, 2010 and 2009, the Company recognized $2,187 and $2,187, respectively of interest expense related to this note.  During the nine months ended September 30, 2010 and 2009, the Company recognized $6,491 and $4,333 of interest expense related to this note.



NOTE K  COMMON STOCK



On November 3, 2009, the Company effected a five-for-one (5:1) forward stock split.



During the year ended December 31, 2009, the Company received gross proceeds of $798,500 in exchange for 33,017,958 shares of common stock of which $67,500 or 964,286 shares were issued in 2010.



During the year ended December 31, 2009, the Company received services valued at $434,965 in exchange for 9,480,000 shares of common stock of which 6,000,000 shares, or $372,325 had not been issued as of December 31, 2009 and are included in the equity section of our balance sheet as common stock payable. 1,300,000 shares or $80,670 have been issued through September 30, 2010.



During the year ended December 31, 2009, 6,146,270 shares were issued from the existing outstanding shares of our CEO in exchange for $92,200 in gross proceeds.



During the year ended December 31, 2009, the Company converted $368,000 of our Dutchess Notes and issued 15,950,000 shares of common stock.



During the year ended December 31, 2009, the Company issued 833,333 shares of common stock as an inducement to invest from one of our shareholders.



During the nine months ended September 30, 2010, the Company issued 5,648,246 shares of common stock in exchange for $53,188.



During nine months ended September 30, 2010, the Company issued 5,000,000 shares to Jesse Gonzales for director services valued at $552,925.



During the nine months ended September 30, 2010, the Company issued 4,000,000 shares for services valued at $151,725.  In addition, the Company recorded common stock payable for $51,213 for services received during the nine months ended September 30, 2010 for which an additional 1,250,000 shares are due.





13







SAN WEST, INC.

NOTES TO FINANCIAL STATEMENTS (Unaudited)

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009





NOTE K  COMMON STOCK(Continued)



During the nine months ended September 30, 2010, the Company issued 2,093,145 to Dutchess as a finders fee related to the Investment Agreement (See Note L below) and recorded stock compensation expense of $400,000.



During the nine months ended September 30, 2010, Dutchess canceled 4,087,270 shares originally received in connection with the merger between Human BioSystems and San West in 2009.  The shares were originally recorded as expense in the amount of $122,618.



During the nine months ended September 30, 2010, the Company issued 33,326,199 upon the conversion of $462,547 of debt.



Common stock issued in a period subsequent to our reporting dates is included in the calculation of weighted average shares outstanding as of the date the expense was recognized or funds received.



2009 San West Long Term Equity Incentive Plan

On July 21, 2009, the Board of Directors of the Company adopted the 2009 San West Long Term Equity Incentive Plan (the Stock Incentive Plan).  The Stock Incentive Plan provides for equity incentive benefits to awardees in the form of option rights or appreciation rights, restricted stock, restricted stock units, and/or performance shares or performance units.  The total number of shares of Common Stock which may be awarded under the Plan is 50,000,000.  If any awarded shares are forfeited, they become available for future issuance.  An annual aggregate limit of 5,000,000 shares is set for any participant.  The terms of each award are determined by the board and are to be evidenced in writing.  No equity awards have been issued under the 2009 San West Long Term Equity Incentive Plan as of the date of this report.



NOTE L  INVESTMENT AGREEMENTS



In December 2008, HBS entered into the Investment Agreement with Dutchess effective December 29, 2008 whereby the Company could sell up to $10 million of shares to Dutchess based on a certain formula.  However, as a result of the reverse merger between San West, Inc and Human BioSystems in June 2009, this original Investment Agreement was considered void due to the significant change in control.  As a result, on January 8, 2010, the Company filed a Post-Effective Amendment No.1 to Form S-1 seeking to register for resale up to 8.5 million shares common stock by Dutchess Opportunity Fund, II, LP, a selling stockholder pursuant to a put right under an investment agreement (the Investment Agreement), also referred to as an Equity Line of Credit, that we have entered into with Dutchess.  The S-1 and subsequent amendments became effective on June 21, 2010.  Pursuant to the terms of the Investment Agreement, we may offer, through a series of puts, and Dutchess must purchase from time to time shares of our common stock, provided that Dutchess shall not be required to purchase shares of our stock with an aggregate purchase price in excess of $10,000,000.  We will not receive any proceeds from the sale of these shares of common stock offered by Dutchess.  However, we will receive proceeds from the sale of securities pursuant to our exercise of this put right if and when the Company exercises its right.  The purchase price of shares purchased under this Investment Agreement shall be equal to 92% of the lowest closing best bid price (the highest posted bid price) of the common stock during the five consecutive trading days immediately following the date of our notice to Dutchess of our election to put shares pursuant to this Investment Agreement.  The dollar value that we will be permitted to put pursuant to this Investment Agreement will be either: (A) 200% of the average daily volume in the US market of the common stock for the three trading days prior to the notice of our put, multiplied by the average of the three daily closing prices immediately preceding the date of the put, or (B) $100,000.  During the nine months ended September 30, 2010, the Company put to Dutchess 1,125,000 shares of common stock and received net proceeds of $26,551 of which $17,863 was applied to debt owed to Dutchess and $8,688 was remitted to the Company.



NOTE M  SUBSEQUENT EVENTS



On October 22, 2010, the Company issued 4,500,000 shares for services valued at $279,244 which were recorded to expense in 2009, but which shares have been included in the calculation of earnings per share since 2009.



On October 22, 2010, the Company issued 950,000 shares in exchange for the conversion of $4,750 of debt.



14





Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations.

This quarterly report contains forward-looking statements including statements regarding our expectations, beliefs, intentions or future strategies that are signified by the words expects, anticipates, intends, believes or similar language.  These forward-looking statements involve risks, uncertainties and other factors.  All forward-looking statements included in this quarterly report are based on information available to us on the date hereof and speak only as of the date hereof.  We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.  The factors discussed elsewhere in this quarterly report are among those factors that in some cases have affected our results and could cause the actual results to differ materially from those projected in the forward-looking statements.

The following discussion should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this quarterly report.

Overview

Our goal is to become one of the largest dealers of off-road buggies in the United States through acquisitions and internal growth. We design, manufacture, sell and repair off-road buggies, and additionally provide after market performance products and accessories for buggies.  Our products are sold both at our store and online while our buggy repair services are sold and fulfilled at our store.  Our goal is to address the growing demand for off-road vehicles while offering our customers the highest quality products at the most affordable and competitive prices, following up with customer care and support services.

Our plan of growth is to capitalize on the growth of the U.S. market for Chinese made off-road buggies and go karts, as well as to establish master dealer arrangements with leading brands, continue to expand our online sales and to leverage our equity to negotiate and acquire synergistic businesses.

The motorsports industry is highly fragmented with an estimated 4,000 retail stores throughout the United States.  We are attempting to capitalize upon the consolidation opportunities available and increase our revenues and income by acquiring additional dealers and improving our performance and profitability.

We plan to maximize the operating and financial performance of our dealerships by achieving certain efficiencies that will enhance internal growth and profitability.  By consolidating our corporate and administrative functions, we believe we can reduce overall expenses, simplify dealership management and create economies of scale.

We will specifically target dealers in markets with strong buyer demographics that, due to under-management or under-capitalization, are unable to realize their market share potential and can benefit substantially from our systems and operating strategy.

Buggy World, located in Santee, California, is our primary location to sell buggies, modification parts, and accessories for off-road buggies built in China for the U.S. market.  We currently utilize a just-in-time inventory system which reduces our overall inventory expense and risk.  We ship all requested kits and products within 72 hours of each order.

Seasonality.

Our products are subject to seasonality.  Traditionally, the off-road buggy season begins in early September and runs until May.

Impact of Inflation.

General inflation in the economy has driven the operating expenses of many businesses higher, and, accordingly we have experienced increased salaries and higher prices for supplies, goods and services.  We continuously seek methods of reducing costs and streamlining operations while maximizing efficiency through improved internal operating procedures and controls.  While we are subject to inflation as described above, our management believes that inflation currently does not have a material effect on our operating results.  However, inflation may become a factor in the future.



15









Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires us to make judgments, assumptions and estimates that affect the amounts reported.  Note A of Notes to Financial Statements describes the significant accounting policies used in the preparation of the financial statements.  Certain of these significant accounting policies are considered to be critical accounting policies, as defined below.

A critical accounting policy is defined as one that is both material to the presentation of our financial statements and requires management to make difficult, subjective or complex judgments that could have a material effect on our financial condition and results of operations.  Specifically, critical accounting estimates have the following attributes:

·

We are required to make assumptions about matters that are highly uncertain at the time of the estimate; and

·

Different estimates we could reasonably have used, or changes in the estimate that are reasonably likely to occur, would have a material effect on our financial condition or results of operations.

Estimates and assumptions about future events and their effects cannot be determined with certainty.  We base our estimates on historical experience and on various other assumptions believed to be applicable and reasonable under the circumstances.  These estimates may change as new events occur, as additional information is obtained and as our operating environment changes.  These changes have historically been minor and have been included in the consolidated financial statements as soon as they became known.  Based on a critical assessment of our accounting policies and the underlying judgments and uncertainties affecting the application of those policies, management believes that our financial statements are fairly stated in accordance with accounting principles generally accepted in the United States, and present a meaningful presentation of our financial condition and results of operations.

In preparing our financial statements to conform to accounting principles generally accepted in the United States, we make estimates and assumptions that affect the amounts reported in our financial statements and accompanying notes.  These estimates include useful lives for fixed assets for depreciation calculations and assumptions for valuing options and warrants.  Actual results could differ from these estimates.

Revenue Recognition

Revenue from the sale of inventory is recognized when the earning process is complete and the risk and rewards of ownership have transferred to the customer, which is considered to have occurred after delivery.

Stock-Based Compensation

The Company accounts for all compensation related to stock, options or warrants using a fair value based method whereby compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period.  Stock issued for compensation is valued using the market price of the stock on the date of the related agreement.  We use the Black-Scholes pricing model to calculate the fair value of options and warrants issued to both employees and non-employees.  In calculating this fair value, there are certain assumptions that we use consisting of the expected life of the option, risk-free interest rate, dividend yield, volatility and forfeiture rate.  The use of a different estimate for any one of these components could have a material impact on the amount of calculated compensation expense.

Inventories

Inventories are valued at the lower of cost or market.  Cost is determined on a first-in-first-out basis.  Management performs periodic assessments to determine the existence of obsolete, slow moving and non-salable inventories, and records necessary provisions to reduce such inventories to net realizable value.  San Wests inventory consists primarily of vehicle parts and complete vehicles.





16









Results of Operations

Three and Nine Months Ended September 30, 2010 Compared With the Three and Nine Months Ended September 30, 2009.

Revenues

Net Revenue for the three months ended September 30, 2010 and 2009 was $630,412 and $217,099, respectively.  Net Revenue for the nine months ended September 30, 2010 and 2009 was $2,320,239 and $546,620, respectively.  Three month year-over-year revenue increased $413,313, or 190%.  Nine month year-over-year revenue increased $1,773,619, or 324%.  The increase in revenue is primarily due to County Imports which expanded our product lines to include ATVs and Scooters and contributed $1,999,874 to revenue during the first three quarters of 2010.  We have put an emphasis on advertising the site and the spring and summer season is the main purchasing time for scooters.  The Company acts as dealer and fulfillment house for www.countyimports.com resulting in additional revenue.

Gross Profit

Gross profit and gross margin for the three months ended September 30, 2010 and 2009 was $29,019 and 5% and $35,695 and 16%, respectively.  Gross profit and gross margin for the nine months ended September 30, 2010 and 2009 was $470,884 and 20% and $146,336 and 27%, respectively.  Our nine month year-over-year gross margin decreased 7% to 20% in 2010 from 27% in 2009 due to slightly lower profit margins on products sold through www.countyimports.com compared to buggy sales which made up a larger proportion of our sales in 2009.

Selling General and Administrative Expenses

Selling, general and administrative expenses (SG&A) for the three months ended September 30, 2010 were $304,323, an increase of $19,456 from $284,867 for the three months ended September 30, 2009.   SG&A for the nine months ended September 30, 2010 were $2,070,695, an increase of $1,386,233 from $684,462 for the nine months ended September 30, 2009.  Excluding $1,155,863 and $62,640 of stock compensation expense in SG&A during the first three quarters of 2010 and 2009, respectively, SG&A expense was $914,832 compared to $621,822 of SG&A expense during the first three quarters of 2009 representing an increase of $293,010 which is primarily due to increases in sales commissions, professional fees and advertising costs offset by lower payroll, flooring interest and rent expense.

Other Income and Expense

Total other income and expense was expense of $13,981 during the three months ended September 30, 2010 compared to expense of $13,012 during the three months ended September 30, 2009.  Total other income and expense was expense of $68,118 during the nine months ended September 30, 2010 compared to expense of $36,451 during the nine months ended September 30, 2009.   Included in other income and expense for the nine months ended September 30, 2010 was income of $122,618 resulting from 4,087,270 shares being canceled offset by expense of $150,000 related to the beneficial conversion feature of a convertible promissory note, $2,601 of amortized issuance costs related to the convertible promissory note and $38,139 of interest expense.  Included in other income and expense for the nine months ended September 30, 2009 was net other expense of $4,246 and interest expense of $32,205.

Net Loss

As a result of the foregoing factors, our net loss was $289,285, or $0.00 per share, for the three months ended September 30, 2010 compared to a loss of $262,184, or $0.00 per share for the three months ended September 30, 2009.  For the nine months ended September 30, 2010, our net loss was $1,667,929, or $0.01 per share compared to a loss of $574,577, or $0.01 per share for the nine months ended September 30, 2009.  Excluding one-time, non-cash charges related to stock compensation expense totaling $1,155,863 and $62,640 during the nine months ended September 30, 2010 and 2009, respectively, the Companys net loss was $512,066 in 2010 and $511,937 in 2009.



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Financial Condition

From inception to September 30, 2010, we have incurred an accumulated deficit of $5,456,104.  This loss has been incurred through a combination of goodwill impairment of $2,186,536, stock compensation of $1,649,161 and $1,620,407 related to professional fees and expenses supporting our plans to acquire synergistic businesses as well as past operating losses.

Our primary source of liquidity has been cash generated by operations and capital raised through equity sales of our common stock and various loans and notes payable.  As of September 30, 2010 we had cash on hand of $18,589.  During the nine months ended September 30, 2010 we experienced a net decrease in cash of $32,070 compared to cash on hand of $50,659 at December 31, 2009.

As of September 30, 2010, we had outstanding liabilities of $1,864,475 compared to $2,037,970 as of December 31, 2009.  Of this amount, approximately $1,328,935 is payable within 12 months.  In the event that we are unable to repay all or any portion of these outstanding amounts from cash from operations, we would be required to:

·

Seek one or more extensions for the payment of such amounts;

·

Refinance such debt to the extent available; Raise additional equity capital; or

·

Consummate any combination of the foregoing transactions.



Our available working capital and capital requirements will depend upon numerous factors, including product sales, the timing and cost of expanding into new markets, the status of our competitors, and our ability to attract and retain key employees.



Inventory Management



We believe that successful inventory management is the most important factor in determining our profitability.  In the power sports business, and particularly as it relates to the sale of motorcycles, there is normally a limited timeframe for the sale of current year models.  For example, if we are unable to sell a significant portion of our 2009 models before the 2010 models are released, it could be very difficult for us to sell our remaining inventory of 2009 models.  Therefore, our goal is to limit sales of carryover products (i.e., products that remain in inventory after the release of new models) to no more than 10 percent of our total sales each year.  This is accomplished by making all of our purchasing decisions based on sales information for the prior year and then utilizing aggressive sales and marketing techniques during the early part of a model year in order to assure the timely sale of our products.



The Companys Liquidity Plan

Recent operating results give rise to concerns about the Company's ability to generate cash flow from operations sufficient to sustain ongoing viability.  Net loss for the nine months ended September 30, 2010 was $1,667,929, or $512,066 excluding one-time stock compensation charges, while cash used for operations was $324,604.

During the year ended December 31, 2009, San West:

·

Received gross proceeds of $798,500 in exchange for 33,017,959 shares of common stock of which $67,500 or 964,286 shares were issued in 2010;

·

Received services valued at $434,965 in exchange for 9,480,000 shares of common stock;

·

Received $60,944 upon the transfer of 6,146,270 shares from the existing outstanding shares of Harry Masuda, our former chief executive officer, net of finders fees of $31,257;

·

Converted $368,000 of our Dutchess Notes and issued 15,950,000 shares of common stock; and

·

Canceled 39,520,735 founders shares in exchange for a $100,000 promissory note.

·

Issued 833,333 shares of common stock as an inducement to invest from one of our shareholders.



During the nine months ended September 30, 2010, San West:





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·

Issued promissory notes and received gross proceeds of $269,000.

·

Issued 964,286 shares of stock that was payable as of year-end and which had a value of $67,500.

·

Issued 33,326,199 shares upon the conversion of $462,547 of debt.

·

Issued 5,000,000 shares to Jesse Gonzales for director services valued at $552,925.

·

Issued 1,300,000 shares of a total 6,000,000 shares due for services performed in 2009, valued at $372,325 and recorded as common stock payable.  The 1,300,000 shares were valued at $80,670 which expense was recognized in 2009.  The balance of shares remaining is 4,700,000 with a corresponding $291,655 recorded as common stock payable.

·

Issued 4,000,000 shares in exchange for $151,725 of services.

·

Issued 5,648,246 shares in exchange for $53,188 of cash.

·

Issued 2,093,145 shares valued at $400,000 as a finders fee to Dutchess pursuant to the Investment Agreement.

·

Received 4,087,270 canceled shares from Dutchess valued at $122,618.



Our independent registered public accountants have indicated that the Company has suffered recurring losses from operations that raises substantial doubt about its ability to continue as a going concern.



Management is currently in the process of seeking additional equity financing with potential investors. There can be no assurance that such additional financing will be obtained. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



The Company's need to raise additional equity or debt financing and the Company's ability to generate cash flow from operations will depend on its future performance and the Company's ability to successfully implement business and growth strategies.   The Company's performance will also be affected by prevailing economic conditions.   Many of these factors are beyond the Company's control.   If future cash flows and capital resources are insufficient to meet the Company's commitments, the Company may be forced to reduce or delay activities and capital expenditures or obtain additional equity capital.   In the event that the Company is unable to do so, the Company may be left without sufficient liquidity.



Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

We conduct all of our transactions, including those with foreign suppliers and customers, in U.S. dollars. We are therefore not directly subject to the risks of foreign currency fluctuations and do not hedge or otherwise deal in currency instruments in an attempt to minimize such risks.  Demand from foreign customers and the ability or willingness of foreign suppliers to perform their obligations to us may be affected by the relative change in value of such customer or supplier's domestic currency to the value of the U.S. dollar.  Furthermore, changes in the relative value of the U.S. dollar may change the price of our products relative to the prices of our foreign competitors.

Item 4.  Controls and Procedures.

See Item 4(T) below.

Item 4(T).  Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Based on managements evaluation (with the participation of our Chief Executive Officer (CEO) and Chief Financial Officer (CFO)), as of the end of the period covered by this report, our CEO and CFO have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)), are effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.



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Changes in Internal Control over Financial Reporting

There were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including the CEO and CFO, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control systems objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.



PART II -- OTHER INFORMATION



Item 1.  Legal Proceedings.

Not applicable.

Item 1a.  Risk Factors.

Not applicable.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

During the nine months ended September 30, 2010, San West issued 32,782,431 shares of its common stock in private transactions not involving a public offering as follows:

·

Issued 5,648,246 shares in exchange for $53,188 of cash.

·

Issued 964,286 shares of stock that was payable as of year-end and which had a value of $67,500.

·

Issued 33,326,199 shares upon the conversion of $462,547 of debt.

·

Issued 5,000,000 shares to Jesse Gonzales for director services valued at $552,925.

·

Issued 1,300,000 shares of a total 6,000,000 shares due for services performed in 2009, valued at $372,325 and recorded as common stock payable.  The 1,300,000 shares were valued at $80,670 which expense was recognized in 2009.  The balance of shares remaining is 4,700,000 with a corresponding $291,655 recorded as common stock payable.

·

Issued 4,000,000 shares in exchange for $151,725 of services.

·

Issued 2,093,145 shares valued at $400,000 as a finders fee to Dutchess pursuant to the Investment Agreement.



All funds received from the sale of our shares were used for working capital purposes.

All shares bear a legend restricting their disposition.



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The shares were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act or Rule 506 of Regulation D promulgated under the Securities Act.  Each investor took his securities for investment purposes without a view to distribution and had access to information concerning us and our business prospects, as required by the Securities Act.  In addition, there was no general solicitation or advertising for the purchase of our shares.  Our securities were sold only to an accredited investor, as defined in the Securities Act with whom we had a direct personal preexisting relationship, and after a thorough discussion.  Finally, our stock transfer agent has been instructed not to transfer any of such shares, unless such shares are registered for resale or there is an exemption with respect to their transfer.

Each purchaser was provided with access to our filings with the SEC, including the following:

·

Our annual report to stockholders for the most recent fiscal year, the definitive proxy statement filed in connection with that annual report, and, if requested by the purchaser in writing, a copy of our most recent Form 10-K under the Exchange Act.

·

The information contained in an annual report on Form 10-K under the Exchange Act.

·

The information contained in any reports or documents required to be filed by San West under sections 13(a), 14(a), 14(c), and 15(d) of the Exchange Act since the distribution or filing of the reports specified above.

·

A brief description of the securities being offered, the use of the proceeds from the offering, and any material changes in San West affairs that are not disclosed in the documents furnished.

Item 3.  Defaults Upon Senior Securities.

Not applicable.

Item 4.  Submission of Matters to a Vote of Security Holders.

Not applicable.

Item 5.  Other Information.

Effective May 10, 2010, Bryan Britton resigned as a director and chief financial officer of the registrant due to the pressures of other business matters.  There were no disagreements between the registrant and Mr. Britton.  Mr. Britton furnished the registrant with a letter which is filed as Exhibit 17 to this Current Report on Form 10-Q.

Mr. Britton did not hold any positions on any committee of the board of directors of the registrant at the time of the directors resignation.

The registrant has furnished Mr. Britton with a copy of the disclosures it is making in this Current Report on Form 10-Q no later than the day the registrant file the disclosures with the Commission;

The registrant has provided Mr. Britton with the opportunity to furnish the registrant as promptly as possible with a letter addressed to the registrant stating whether he agrees with the statements made by the registrant in response to this Item 5 and, if not, stating the respects in which he does not agree; and file any letter received by the registrant from Mr. Britton with the Commission as an exhibit by an amendment to the previously filed Form 10-Q within two business days after receipt by the registrant.

On March 11, 2010, we received notification from Ken Skiba, the alleged owner of the trademark Buggy World, which we thought we had purchased when we acquired the assets of Buggy World from Jim Jordan on June 21, 2008.  After receiving the notification from Mr. Skiba, we decided to cease use of the trademark and to explore the use of another suitable trademark.  However, we are currently using the name Buggy Nation and continue to use Buggy Nation as our new Internet site to sell the off-road buggies.

On May 10, 2010, the registrant has appointed Frank J. Drechsler, its president and chief executive officer as the new chief financial officer.



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Frank J. Drechsler has been our chief executive officer and one of our directors since our inception, and served as our corporate secretary until July 2005.  Following the Merger between San West, Inc. and Human BioSystems in 2009, Mr. Drechsler became our chief executive officer and chairman of the board.

Since 2002, Mr. Drechsler has been an officer and director of Krinner USA, Inc., a privately-held Nevada corporation (Krinner) which markets and sells Christmas tree stands designed in Germany.  Mr. Drechsler also works as a sales agent for Krinner but receives no compensation from Krinner when its products are sold on our online store.  Since July 2001, Mr. Drechsler has also been the president, secretary and a director of Finger Tip Drive, Inc., a Nevada corporation, which provides online computer data storage services.  From October 1998 to May 2001, Mr. Drechsler was the president and a director of Pacific Trading Post, Inc., a Nevada corporation, which marketed and sold products on the Internet within the outdoor sports industries, specifically in the areas of skate, surf and snow.  In January 1998, Mr. Drechsler co-founded and developed the business model for skatesurfsnow.com, where he was responsible for the day-to-day operations.  During 1997, Mr. Drechsler was self-employed as a consultant and helped start up companies develop sales and marketing programs.  From 1995 to December 1996, Mr. Drechsler was the international sales manager for Select Distribution.

Mr. Drechsler graduated from California State University, Fullerton with a Bachelor of Science degree in International Business in 1992.  Mr. Drechsler was previously an officer and director of Zowcom, Inc. a Nevada corporation, JPAL, Inc., a Nevada corporation, and Expressions Graphics, Inc., a Nevada corporation, all of which are reporting companies.  Mr. Drechsler is not an officer or director of any other reporting company.

There is no material plan, contract or arrangement (whether or not written) to which Mr. Drechsler is a party or in which he participates that is entered into or material amendment in connection with the triggering event or any grant or award to any such covered person or modification thereto, under any such plan, contract or arrangement in connection with any such event.

Item 6.  Exhibits.

|            |                                                                                                                                                                            
|----------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. | Identification of Exhibit                                                                                                                                                  
|31.1*       | Certification of Frank J. Drechsler, Chief Executive Officer of San West, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.
|31.2*       | Certification of Frank J. Drechsler, Chief Financial Officer of San West, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.
|32.1*       | Certification of Frank J. Drechsler, Chief Executive Officer of San West, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.
|32.2*       | Certification of Frank J. Drechsler, Chief Financial Officer of San West, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.



*

Filed HerewithSIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SAN WEST, INC.

Date: November 11, 2010.

By/s/ Frank J. Drechsler

Frank J. Drechsler, Chief Executive Officer



By/s/ Frank J. Drechsler

Frank J. Drechsler, Chief Financial Officer



Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

|                       |  |                                                               |  |                  
|---------------------- |  | ------------------------------------------------------------- |  | -----------------
|Signature              |  | Title                                                         |  | Date             
|/s/ Frank J. Drechsler |  | Chief Executive Officer, Chief Financial Officer and Director |  | November 11, 2010



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