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): September 10, 2010 SAN WEST, INC. (Exact name of registrant as specified in its charter) California (State or other jurisdiction of incorporation or organization)

0-28413 (Commission File Number)	77-0481056 (IRS Employer Identification No.)
10350 Mission Gorge Road, Santee, California (principal executive offices)	92069 (Zip Code)

SECURITIES AND EXCHANGE COMMISSION

~~(714) 724 3355 (Registrant’s telephone number~~Washington, ~~including~~D.C. ~~area code)~~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): January 31, 2011

SAN WEST, INC.

(Exact name of registrant as specified in its charter)

California

000-28413

77-0481056

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


10350 Mission Gorge Road, Santee, CA	92071
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (619) 258-8770

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~[ ]~~o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

~~Written~~o ~~communications~~Soliciting material pursuant to Rule ~~425~~14a-12 under the ~~Securities~~Exchange Act (17 CFR 240.14a-12).

~~[ ]~~o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

~~Soliciting~~o ~~material~~Pre-commencement communications pursuant to Rule ~~14a~~13e-124(c) under the Exchange Act (17 CFR 240.13e-4(c)).

~~[ ]~~-1-

~~Pre~~Item 4.02. Non-~~commencement~~Reliance ~~communications~~on ~~pursuant~~Previously toIssued ~~Rule~~Financial ~~14d-2(b)~~Statements ~~under~~or ~~the~~a ~~Exchange~~Related ~~Act~~Audit Report or Completed Interim Review

[On November 30, 2010, San West, Inc. (the “Company”) received comments from the Securities and Exchange Commission (“SEC”) related to our fiscal year 2009 and related Form 10-K and quarterly Form 10-Q for the three months ended September 30, 2010. ]The Company issued a response to the SEC on January 10, 2011. On January 28, 2011, the Company received additional comments related to our January 10, 2011 response. As a result of the January 28, 2011 SEC comments and after discussion with the Board of Directors, our auditor L.L. Bradford & Company, LLC (“LL Bradford”) advised us that disclosure should be made to prevent future reliance on our previously issued financial statements as filed with the SEC on Form 10-K for the year ended December 31, 2009 and for the quarterly periods ended June 30, 2010 and September 30, 2010. Our Board of Directors concurred with LL Bradford.

~~Pre-commencement~~The ~~communications~~primary ~~pursuant~~accounting tomistakes ~~Rule~~relate ~~13e-4(c)~~to ~~under~~ the ~~Exchange Act~~following:

~~Item~~Goodwill 3Related to the Human BioSource (“HBS”) Merger in 2009.03 The company accounted for the reverse merger as a purchase by allocating the purchase price to the net assets of HBS which resulted in $2,131,647 of goodwill. However, the Company should have accounted for the merger as a recapitalization due to the nominal assets and operations of HBS. Under recapitalization accounting the equity of the acquiring enterprise (San West) should be presented as the equity of the combined enterprise and the capital stock account of the acquiring enterprise (San West) is adjusted to reflect the par value of the outstanding stock of the legal acquirer (HBS) after giving effect to the number of shares issued in the business combination. Shares retained by the legal acquirer (HBS) are reflected as an issuance as of the reverse merger date (June 5, 2009) for the historical amount of the net assets of the acquired entity. During 2009, the Company impaired the full amount of goodwill resulting in an increase to our net loss of $2,131,647. Adjusting this transaction as stated above will result in an approximate decrease to our net loss of $2,131,647.

~~Material Modification to Rights of Security Holders~~2.

4,087,270 Cancelled Shares. On ~~September~~June 1022, 2010, ~~San West~~4,087,270 ~~Inc.~~shares ~~filed~~of ~~with~~common ~~the~~stock ~~Secretary~~originally ofissued ~~State~~as a result of ~~California~~our merger with HBS were returned to the ~~San~~company ~~West,~~and ~~Inc~~canceled. As ~~Certificate~~a ofresult, ~~Designation~~the ~~for~~Company recorded other income equal to the ~~Series~~amount Aoriginally ~~Preferred~~expensed ~~Stock~~as ~~covering~~a 5result of the initial issuance,~~000~~ or $122,~~000~~618. Pursuant ~~shares~~to ofASC 505-30-30-7, the ~~San~~cost ~~West~~of ~~preferred~~treasury shares shall be reflected in capital. Since the stock, has no par value and the cancellation did not require any cash outlays by the Company, no value should have been assigned to these shares and the cancellation should only affect the calculation of weighted average shares outstanding used in the calculation of earnings per share on our statement of operations. ~~Some~~Thus, ofwe ~~the~~inadvertently ~~material~~recorded ~~terms~~other income of ~~the~~$122,618 ~~Certificate~~when we should not have recorded any monetary financial statement impact for this cancellation. Our adjustment of ~~Designation~~this ~~are~~item aswill ~~follows:~~result in an increase to our net loss by $122,618.

·3.

~~Redemption~~2,093,145 ~~Rights~~Issued Shares. ~~Subject~~On toJune ~~the applicable provisions of California law~~25, ~~the Company~~2010, atDutchess ~~the~~received ~~option of its directors~~2,093,145 ~~may~~shares atin ~~any~~conjunction ~~time~~with ~~or from time to time redeem~~ the ~~whole~~Investment orAgreement ~~any~~(also ~~part~~known ofas the ~~outstanding~~Equity ~~Series~~line ~~A Preferred Stock. Any such redemption shall be pro rata with respect to all~~ of ~~the~~Credit) ~~Holders~~as ofdescribed ~~the~~in ~~Series~~our AS-1, ~~Preferred~~page ~~Stock. Upon redemption~~3, ~~the~~filed ~~Company~~on ~~shall~~April ~~pay for each share redeemed the amount of $1.15 per share~~28, ~~payable~~2010 inas ~~cash.~~follows:

·“In addition to the shares to be issued pursuant to the Equity Line of Credit, we have agreed to issue to Dutchess $400,000 worth of our common stock, or 2,093,145 shares as a Commitment Fee. The amount of shares issued was determined by dividing the amount of the Commitment Fee by the lowest closing Best Bid price of our common stock for the 10 Trading Days immediately preceding December 18, 2009, the date of the Investment Agreement. Such shares are covered by the Registration Rights Agreement executed in connection with the Investment Agreement, and are included in the registration statement with respect to this prospectus.”

~~Liquidation~~The ~~Rights. Upon the dissolution~~2, ~~liquidation or winding up of the Company~~093,145 ~~whether~~share ~~voluntary~~commitment orfee ~~involuntary,~~was ~~the~~issued ~~Holders~~as ofan ~~the~~inducement ~~then outstanding shares of Series A Preferred Stock shall be entitled~~ to ~~receive~~enter ~~out of~~ the ~~assets~~Equity ofLine ~~the Company the sum~~ of ~~$1.00~~Credit ~~per~~and ~~share~~is ~~before~~customary ~~any~~for ~~payment~~this ortype ~~distribution shall be made on the Common Stock, or any other class~~ of ~~capital~~transaction. The ~~stock~~terms of the ~~Company~~Commitment ~~ranking~~Fee ~~junior~~from to the ~~Series~~Investment AAgreement ~~Preferred~~dated ~~Stock. Upon~~December ~~the dissolution~~18, ~~liquidation~~2009 oris ~~winding~~as ~~up of the Company, the following shall also apply~~follows:

·(R) COMMITMENT FEE. The Issuer agrees to issue to the Investor four hundred thousand dollars ($400,000) worth of common stock as a Commitment Fee. The Commitment Fee shall be paid upon execution of this Agreement. The amount of shares issued will be determined by dividing the amount of the Commitment Fee by the lowest closing Best Bid price of the Issuer's Common Stock for the ten Trading Days immediately preceding the date of this Agreement. Such Common Stock shall be subject to the same Registration Rights as the Commitment Amount, excluding the current registration statement on file, file number 333-156706.

Conversion of Series A Preferred Stock. Subject to the terms of the Certificate of Designation, at any time, the Holder of shares of the Series A Preferred Stock shall have the right, at such Holder’s option, to convert any number of shares of the Series A Preferred Stock into shares of the Common Stock. Such right to convert shall commence as of the date the shares of such Series A Preferred Stock are issued to such Holder. In the event that the Holder of the Series A Preferred Stock elects to convert such shares into Common Stock, the Holder shall have 60 days from the date of such notice in which to tender his shares of Series A Preferred Stock to the Company. Any such conversion shall be upon the other following terms and conditions:-2-

~~(a)~~The ability of the Company to put shares to the company and receive financing was contingent on the S-1 being declared effective. Without an effective S-1, the Company would not have been able to put any Put Shares to Dutchess. Without an effective S-1, the Company would not have issued the Commitment Fee shares. The S-1 was declared effective on June 21, 2010. The shares were issued on June 25, 2010. It appears that we may have overstated stock compensation expense related to this issuance as follows:

~~Conversion~~Commitment Rate. Subject to adjustment as provided in the Certificate of Designation, each share of the Series A Preferred Stock shall be convertible into one fully paid and nonassessable share of the Common Stock. Provided, however, notwithstanding anything in the Certificate of Designation contained to the contrary, no Holder may convert shares of the Series A Preferred Stock into an amount ~~of shares of the Common Stock in excess of 10% of the number of shares of the Common Stock traded on the Principal Market or any Eligible Market on the date of any such conversion.~~(12/18/09)

~~(b)~~$400,000

~~Conversion~~Commitment ~~Price. The~~shares ~~conversion~~due price, subject to adjustment as provided in the Certificate of Designation, for each share of the Series A Preferred Stock shall be 85% of the 20-day trailing, lowest, Closing Bid Price of the Common Stock during such 20-day period, as defined in the Certificate of Designation.(12/18/09)

·2,093,145

~~Preferred~~Price ~~Status. The~~per ~~rights~~share of the shares of the Common Stock shall be subject to the preferences and relative rights of the shares of the Series A Preferred Stock. Without the prior written consent of the Holders of not less than two-thirds (2/3) of the outstanding shares of the Series A Preferred Stock, the Company shall not hereafter authorize or issue additional or other capital stock that is of senior or equal rank to the shares of the Series A Preferred Stock in respect of the preferences as to distributions and payments upon the liquidation, dissolution and winding up of the Company described in Paragraph 3 of the Certificate of Designation.

·$0.191

~~Restriction~~Commitment onamount ~~Dividends. If any shares of the Series A Preferred Stock are outstanding, the Company shall not, without the prior written consent of the Holders of not less than two-thirds~~ (212/318/09) of the then outstanding shares of the Series A Preferred Stock, directly or indirectly declare, pay or make any dividends or other distributions upon any of the Common Stock. Notwithstanding the foregoing, this paragraph shall not prohibit the Company from declaring and paying a dividend in cash with respect to the shares of the Common Stock so long as the Company simultaneously pays each Holder of shares of the Series A Preferred Stock an amount in cash equal to the amount such Holder would have received had all of such Holder’s shares of the Series A Preferred Stock been converted to shares of the Common Stock on the business day prior to the record date for any such dividend.

·$400,000

~~Vote~~Commitment toshares ~~Change~~issued ~~the Terms of the Series A Preferred Stock. Without the prior written consent of the Holders of not less than two-thirds~~ (26/325/09) ~~of the outstanding shares of the Series A Preferred Stock, the Company shall not amend, alter, change or repeal any of the powers, designations, preferences and rights of the Series A Preferred Stock.~~

2,093,145

·Commitment shares issuable based on commitment amount

Denial of Preemptive Rights. No Holder of shares of the Series A Preferred Stock shall by reason of his holding of such shares have any preemptive or preferential rights to purchase or subscribe to any shares of any class of the Company’s capital stock now or hereafter to be authorized or any notes11, ~~debentures~~111,111 ~~bonds~~($400,000 or/ other securities convertible into or carrying options or warrants to purchase shares of any class, now or hereafter to be authorized, whether or not the issuance of any such shares, or such notes, debentures, bonds or other securities would adversely affect dividend or voting rights of Holders of shares of the Series A Preferred Stock, other than such rights, if any, as the Board of Directors in its discretion may fix; and the Board of Directors may issue shares of any class of the Company, or any notes, debentures, bonds, or other securities convertible into or carrying options or warrants to purchase shares of any class, without offering any such shares of any class, either in whole or in part, to the Holders of the Series A Preferred Stock$0.036)

·Price per share (S-1 EFFECT date 6/21/10)

~~Voting~~$0. On all matters submitted to a vote of the holders of the Common Stock, including, without limitation, the election of directors, a Holder of shares of the Series A Preferred Stock shall be entitled to the number of votes on such matters equal to the number of shares of the Series A Preferred Stock held by such Holder multiplied by the number of shares of the Common Stock each such share of the Series A Preferred Stock shall then be convertible into pursuant to the terms Paragraph 4 of the Certificate of Designation.036

ACommitment ~~copy~~share ofvalue ~~the~~on ~~San~~effective ~~West, Inc. Certificate of Designation for the Series A Preferred Stock is attached hereto as Exhibit 4.1 and incorporated herein by reference.~~date

~~Item~~$75,353 9(2,093,145 x $0.~~01.~~036)

~~Financial~~Overstated ~~Statements~~stock ~~and~~compensation ~~Exhibits.~~expense

$324,647 (d$400,000 - $75,353)

~~Exhibits~~Dutchess does not intend to seek 9,017,966 (11,111,111 – 2,093,145) additional shares to reach the commitment amount of $400,000. As a result, this adjustment to our second quarter 2010 will result in a decrease to our net loss by approximately $324,647.

~~The following exhibits are filed herewith:~~4.

Exhibit No.	Identification of Exhibit
4.1*	San West, Inc. Certificate of Designation for the Series A Preferred Stock, filed with the State of California on September 10, 2010.

Unrecorded Beneficial Conversion Feature. Upon review of our financial statements for the three months ended September 30, 2010, we discovered unrecorded expense associated with a beneficial conversion feature contained in one of our outstanding notes that totals $64,937 and is the result of two debt modifications to the Seacoast debt described under item #1 to NOTE H – NOTES PAYABLE on our Form 10-Q for the three and nine months ended September, 30, 2010 filed with the SEC on November 12, 2010. As a result, this adjustment to our third quarter 2010 will result in an increase to our net loss by approximately $64,937.

~~____________~~The net effect on our net income and statement of operations for the quarter ended June 30, 2010 is a credit or decrease to our net loss of $202,029 (Net of items No. 2 and No. 3 above). Net income for the three and six months ended June 30, 2010 was reported as $426,240 and $1,378,644, respectively, of which the proposed adjustment of $202,029 represents a positive adjustment of 47% and 15%, respectively.

*-3-

~~Filed~~The ~~herewith~~reported net loss for the nine months ended September 30, 2010 was $1,667,929. A net credit of $137,092 (combining adjustments No 2 through 4 above) represents a positive adjustment of 8% to our results of operations for the nine months ended September 30, 2010.

~~SIGNATURES~~Since the proposed Q2 and Q3 adjustments above would have a positive impact on the reported statement of operations, and do not effect assets or liabilities, only equity, we do not intend to amend our quarterly Form 10-Q filings for the three and six months ended June 30, 2010 or the three and nine months ended September 30, 2010. We intend to make the above adjustments (Item No 2 – 4 above) in our fourth quarter of 2010 and for the year then ended. We will adjust our 2009 financial statements for Item No. 1 above in our 2010 Form 10-K.

~~Pursuant~~As toa result of the ~~requirements~~foregoing, ofthe board concluded, that the ~~Securities~~Company’s ~~Exchange~~unaudited ~~Act~~interim offinancial ~~1934,~~statements for the ~~Registrant~~year ~~has~~ended ~~duly~~December ~~caused~~31, ~~this~~2009 ~~Current~~and ~~Report~~quarterly toperiods beended ~~signed~~June on30, 2010 and September 30, 2010, as well as its ~~behalf~~audited byfinancial statements for the, ~~undersigned~~and ~~hereunto~~related ~~duly~~Form(s) ~~authorized~~10-K and 10-Q should no longer be relied on.

Date: September 13, 2010	SAN WEST, INC.
	By /s/ Frank J. Drechsler
	Frank J. Drechsler, Chief Executive Officer

We anticipate filing restated 2009 financial statements and footnotes in conjunction with Form 10-K for our fiscal year ended December 31, 2010 to reflect these adjustments by our filing deadline on March 31, 2011.

3The Company’s independent auditors, L.L. Bradford & Company, LLC are still auditing and reviewing the Company’s 2010 annual financial statements. As such, management cannot currently provide any assurance that further analysis will not reveal additional errors which impact the Company’s previously issued financial statements.

Forward-Looking Statements

Forward-looking statements in this 8-K are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include the statements regarding potential errors in previously issued financial statements; the nature, magnitude and scope of potential errors and the Company's investigation and analysis of such potential errors. These statements are just predictions reflecting management’s current judgment and involve risks and uncertainties, such that actual results may differ significantly. These risks include, but are not limited to, additional actions resulting from the Company's continuing internal review, as well as the review and audit by the Company's independent auditors of restated financial statements, if any, and actions resulting from discussions with or required by the Securities and Exchange Commission, along with other risks and uncertainties discussed in the Company’s Annual Report on Form 10-K for the fiscal 2009 and the Company’s Quarterly Reports on Form 10-Q for subsequent quarters. The Company disclaims any obligation to update any forward-looking statements.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is being filed herewith this Current Report on Form 8-K

16.1 Letter from L.L. Bradford & Company, LLC to the Securities and Exchange Commission dated January 28, 2011.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	SAN WEST, INC.

Date: January 31, 2011	By:	/s/ Frank Drechsler
		Frank Drechsler, CEO

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