Monday, January 24, 2011 2:09:56 AM
OS as per 11/11/2010: 178.655M
Float 177.62M
Marketcap. USD 3.39M
Name and Address of Beneficial Owner (1):
Frank J. Drechsler (3) 30,011,780 18.54%
Richard Gonzales (5) 5,000,000 3.09%
All directors and officers as a group (two persons) 35,011,780 21.63%
Vladimir Cood 19,855,555 12.27%
Steven Warfield 9,333,333 5.77%
Gemini Master Fund, Ltd. (5) 11,392,537 7.04%
(1) Unless otherwise indicated, the address for each of these stockholders is c/o San West, Inc., 10350 Mission Gorge Road, Santee, California 92069. Also, unless otherwise indicated, each person named in the table above has the sole voting and investment power with respect to his shares of our common stock beneficially owned.
(2) Beneficial ownership is determined in accordance with the rules of the SEC. For purposes of calculating the percentage beneficially owned, the number of shares of our common stock deemed outstanding is 161,869,550 as of the date of this prospectus, including 154,246,540 shares issued and outstanding and 7,623,010 shares due upon the conversion of certain promissory notes.
(3) Mr. Drechsler is our chairman and chief executive officer.
(4) Mr. Gonzales is one of our directors.
(5) On February 4, 2010, San West entered into a Securities Purchase Agreement with Gemini Master Fund, Ltd., whereby we agreed to issue and sell, and Gemini agreed to purchase, upon the terms and conditions contained in the Securities Purchase Agreement, a convertible note in the amount of $150,000.
The note is due on February 1, 2011. As of June 9, 2010, the note is convertible into 7,859,375 shares of our common stock, notwithstanding that Gemini, at its election, will only convert so much of the note so as to limit its ownership of our stock to no more than 4.9 percent of our outstanding common stock.
In addition to the note, Gemini, as of June 9, 2010, also owns 5,533,162 shares of our common stock, bringing Gemini potential ownership to 7.04 percent of our post conversion outstanding common stock. The address for Gemini is c/o Gemini Strategies, LLC, 135 Liverpool Drive, Suite C, Cardiff, California 92007. The person who directly or indirectly, exercises voting and investment control over the securities held by Gemini is Steven Winters, president of Gemini Strategies, LLC.
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