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<P style="margin:0pt" align=center><FONT FACE="Times New Roman" COLOR=#000000><B>U.S. SECURITIES AND EXCHANGE COMMISSION</B></FONT></P>
<P style="margin:0pt" align=center><B>Washington, D.C. 20549</B></P>
<P style="margin:0pt" align=center><BR></P>
<P style="margin:0pt" align=center><B>FORM S-8</B></P>
<P style="margin:0pt" align=center><BR></P>
<P style="margin:0pt" align=center><B>Registration Statement<BR>
under the<BR>
Securities Act of 1933</B></P>
<P style="margin:0pt" align=center><BR></P>
<P style="margin:0pt" align=center><BR></P>
<P style="margin:0pt" align=center><B>SAN WEST, INC.</B></P>
<P style="margin:0pt" align=center>(Exact name of registrant as specified in its charter)</P>
<P style="margin:0pt" align=center><BR></P>
<TABLE style="font-size:10pt" cellspacing=0 align=center><TR><TD width=159.6></TD><TD width=159.6></TD><TD width=159.6></TD></TR>
<TR><TD valign=top width=212.8><P style="margin:0pt" align=center>California</P>
</TD><TD valign=top width=212.8><P style="margin:0pt" align=center>3711</P>
</TD><TD valign=top width=212.8><P style="margin:0pt" align=center>77-0481056</P>
</TD></TR>
<TR><TD valign=top width=212.8><P style="margin:0pt" align=center>(State or jurisdiction of</P>
</TD><TD valign=top width=212.8><P style="margin:0pt" align=center>(Primary Standard Industrial</P>
</TD><TD valign=top width=212.8><P style="margin:0pt" align=center>(I.R.S. Employer</P>
</TD></TR>
<TR><TD valign=top width=212.8><P style="margin:0pt" align=center>incorporation or organization)</P>
</TD><TD valign=top width=212.8><P style="margin:0pt" align=center>Classification Code Number)</P>
</TD><TD valign=top width=212.8><P style="margin:0pt" align=center>Identification No.)</P>
</TD></TR>
</TABLE>
<P style="margin:0pt" align=center><BR></P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:36pt" align=center>10350 Mission Gorge Road, Santee, California 92071, (619) 258-8770</P>
<P style="margin:0pt" align=center>(Address and telephone number of Registrant&#146;s principal executive offices and</P>
<P style="margin:0pt" align=center>principal place of business)</P>
<P style="margin:0pt" align=center><BR></P>
<P style="margin:0pt" align=center><B>Non-Employee Consultants Retainer Stock Plan for the Year 2011</B></P>
<P style="margin:0pt" align=center>(Full title of the Plans)</P>
<P style="margin:0pt" align=center><BR></P>
<P style="margin:0pt" align=center>Frank J. Drechsler, 10350 Mission Gorge Road, Santee, California 92071</P>
<P style="margin:0pt" align=center>(Name and address of agent for service)</P>
<P style="margin:0pt" align=center><BR></P>
<P style="margin:0pt" align=center>(619) 258-8770</P>
<P style="margin:0pt" align=center>(Telephone number, including area code, of agent for service)</P>
<P style="margin:0pt" align=center><BR></P>
<P style="margin:0pt" align=center><B>Calculation of Registration Fee</B></P>
<P style="margin:0pt" align=center><BR></P>
<TABLE style="font-size:10pt" cellspacing=0 align=center><TR><TD width=95.75></TD><TD width=95.75></TD><TD width=95.75></TD><TD width=95.75></TD><TD width=95.8></TD></TR>
<TR><TD style="border:0.5pt solid #000000" valign=top width=127.667><P style="margin:0pt" align=center><BR>
Title of securities to be registered</P>
</TD><TD style="border-top:0.5pt solid #000000; border-right:0.5pt solid #000000; border-bottom:0.5pt solid #000000" valign=top width=127.667><P style="margin:0pt" align=center><BR>
Amount to be registered</P>
</TD><TD style="border-top:0.5pt solid #000000; border-right:0.5pt solid #000000; border-bottom:0.5pt solid #000000" valign=top width=127.667><P style="line-height:normal; margin:0pt" align=center><BR>
Proposed offering price per share (1)</P>
</TD><TD style="border-top:0.5pt solid #000000; border-right:0.5pt solid #000000; border-bottom:0.5pt solid #000000" valign=top width=127.667><P style="margin:0pt" align=center>Proposed maximum aggregate offering price</P>
</TD><TD style="border-top:0.5pt solid #000000; border-right:0.5pt solid #000000; border-bottom:0.5pt solid #000000" valign=top width=127.733><P style="margin:0pt" align=center><BR>
Amount of registration fee</P>
</TD></TR>
<TR><TD style="border-left:0.5pt solid #000000; border-right:0.5pt solid #000000; border-bottom:0.5pt solid #000000" valign=top width=127.667><P style="margin:0pt" align=center>Common Stock</P>
</TD><TD style="border-right:0.5pt solid #000000; border-bottom:0.5pt solid #000000" valign=top width=127.667><P style="margin:0pt" align=center>10,000,000</P>
</TD><TD style="border-right:0.5pt solid #000000; border-bottom:0.5pt solid #000000" valign=top width=127.667><P style="line-height:normal; margin:0pt" align=center>$0.011 (2)</P>
</TD><TD style="border-right:0.5pt solid #000000; border-bottom:0.5pt solid #000000" valign=top width=127.667><P style="margin:0pt" align=center>$110,000</P>
</TD><TD style="border-right:0.5pt solid #000000; border-bottom:0.5pt solid #000000" valign=top width=127.733><P style="margin:0pt" align=center>$12.77</P>
</TD></TR>
</TABLE>
<P style="line-height:10pt; margin-top:0pt; margin-bottom:-10pt; padding-left:18pt; text-indent:-18pt; font-size:8pt" align=justify>(1)</P>
<P style="line-height:10pt; margin:0pt; padding-left:18pt; font-size:8pt" align=justify>The Offering Price is used solely for purposes of estimating the registration fee pursuant to Rule 457(h) promulgated pursuant to the Securities Act of 1933.</P>
<P style="line-height:10pt; margin-top:0pt; margin-bottom:-10pt; padding-left:18pt; text-indent:-18pt; font-size:8pt" align=justify>(2)</P>
<P style="line-height:10pt; margin:0pt; padding-left:18pt; font-size:8pt" align=justify>This Offering Price per Share is established pursuant to the Non-Employee Consultants Retainer Stock Plan for the Year 2011 set forth in Exhibit 4.1 to this Form S-8.</P>
<P style="margin:0pt" align=justify><BR>
<BR></P>
<P style="margin:0pt; page-break-before:always" align=center><BR></P>
<P style="margin:0pt" align=center><B>Part I</B></P>
<P style="margin:0pt" align=center>Information Required in the Section 10(a) Prospectus</P>
<P style="margin:0pt" align=justify><BR></P>
<P style="margin-top:0pt; margin-bottom:-12pt" align=justify><B>Item 1.</B></P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:36pt" align=justify><B>Plan Information.</B></P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:36pt" align=justify>See Item 2 below.</P>
<P style="margin-top:0pt; margin-bottom:-12pt" align=justify><B>Item 2.</B></P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:36pt" align=justify><B>Registrant Information and Employee Plan Annual Information.</B></P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:36pt" align=justify>The documents containing the information specified in Part I, Items 1 and 2, will be delivered to each of the participants in accordance with Form S-8 and Rule 428 promulgated under the Securities Act of 1933. &nbsp;The participants shall be provided a written statement notifying them that upon written or oral request they will be provided, without charge, (i) the documents incorporated by reference in Item 3 of Part II of the registration statement, and (ii) other documents required to be delivered pursuant to Rule 428(b). &nbsp;The statement will inform the participants that these documents are incorporated by reference in the Section 10(a) prospectus, and shall include the address (giving title or department) and telephone number to which the request is to be directed.</P>
<P style="margin:0pt" align=center><B>Part II</B></P>
<P style="margin:0pt" align=center>Information Required in the Registration Statement</P>
<P style="margin:0pt" align=justify><BR></P>
<P style="margin-top:0pt; margin-bottom:-12pt" align=justify><B>Item 3.</B></P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:36pt" align=justify><B>Incorporation of Documents by Reference.</B></P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:36pt" align=justify>The following are hereby incorporated by reference:</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:36pt" align=justify>(a)</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:72pt" align=justify>The Registrant&#146;s latest annual report on Form 10-K for the fiscal year ended December 31, 2010, filed on April 6, 2011.</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:36pt" align=justify>(b)</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:72pt" align=justify>All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year covered by the Form 10-K referred to in (a) above.</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:36pt" align=justify>(c)</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:72pt" align=justify>A description of the Registrant&#146;s securities contained in the Registration Statement on Form 10-SB12G, as amended, filed by the Registrant to register the common stock under the Exchange Act, including all amendments filed for the purpose of updating such common stock description.</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:36pt" align=justify>All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in the registration statement and to be part thereof from the date of filing of such documents.</P>
<P style="margin-top:0pt; margin-bottom:-12pt" align=justify><B>Item 4.</B></P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:36pt" align=justify><B>Description of Securities.</B></P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:36pt" align=justify>Not applicable.</P>
<P style="margin-top:0pt; margin-bottom:-12pt" align=justify><B>Item 5.</B></P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:36pt" align=justify><B>Interest of Named Experts and Counsel.</B></P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:36pt" align=justify>Not applicable.</P>
<P style="margin-top:0pt; margin-bottom:-12pt" align=justify><B>Item 6.</B></P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:36pt" align=justify><B>Indemnification of Directors and Officers.</B></P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:36pt" align=justify>Our bylaws do not contain a provision entitling any director or executive officer to indemnification against its liability under the Securities Act. &nbsp;The California Corporations Code allows a company to indemnify its officers, directors, employees, and agents from any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, except under certain circumstances. &nbsp;Indemnification may only occur if a determination has been made that the officer, director, employee, or agent acted in good faith and in a manner, which such person believed to be in the best interests of the Registrant. &nbsp;A determination may be made by the stockholders; by a majority of the directors who were not parties to the action, suit, or proceeding confirmed by opinion of independent legal counsel; or by opinion of independent legal counsel in the event a quorum of directors who were not a party to such action, suit, or proceeding does not exist.</P>
<P style="margin-top:0pt; margin-bottom:10pt" align=justify><BR>
<BR></P>
<P style="margin:0pt" align=center>2</P>
<P style="margin:0pt"><BR></P>
<P style="margin-top:0pt; margin-bottom:10pt; page-break-before:always" align=justify>&nbsp;</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:36pt" align=justify>Provided the terms and conditions of these provisions under California law are met, officers, directors, employees, and agents of the Registrant may be indemnified against any cost, loss, or expense arising out of any liability under the Securities Act. &nbsp;Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy and is, therefore, unenforceable.</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:36pt" align=justify>Section 317 of the California Corporations Code, stated herein, provide further for permissive indemnification of officers and directors.</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:36pt">&#147;317.</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:72pt">(a) For the purposes of this section, &#147;agent&#148; means any person who is or was a director, officer, employee or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or was a director, officer, employee or agent of a foreign or domestic corporation which was a predecessor corporation of the corporation or of another enterprise at the request of the predecessor corporation; &#147;proceeding&#148; means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative; and &#147;expenses&#148; includes without limitation attorneys' fees and any expenses of establishing a right to indemnification under subdivision (d) or paragraph (4) of subdivision (e).</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:37.4pt">&#147;(b)</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:72pt">A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation to procure a judgment in its favor) by reason of the fact that the person is or was an agent of the corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with the proceeding if that person acted in good faith and in a manner the person reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of the person was unlawful. &nbsp;The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the corporation or that the person had reasonable cause to believe that the person's conduct was unlawful.</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:37.4pt">&#147;(c)</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:72pt">A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was an agent of the corporation, against expenses actually and reasonably incurred by that person in connection with the defense or settlement of the action if the person acted in good faith, in a manner the person believed to be in the best interests of the corporation and its shareholders. &nbsp;No indemnification shall be made under this subdivision for any of the following:</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:37.4pt">&#147;(1)</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:72pt">In respect of any claim, issue or matter as to which the person shall have been adjudged to be liable to the corporation in the performance of that person's duty to the corporation and its shareholders, unless and only to the extent that the court in which the proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for expenses and then only to the extent that the court shall determine.</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:37.4pt">&#147;(2)</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:72pt">Of amounts paid in settling or otherwise disposing of a pending action without court approval.</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:37.4pt">&#147;(3)</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:72pt">Of expenses incurred in defending a pending action which is settled or otherwise disposed of without court approval.</P>
<P style="margin-top:0pt; margin-bottom:10pt"><BR>
<BR></P>
<P style="margin:0pt" align=center>3</P>
<P style="margin:0pt"><BR></P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:37.4pt; page-break-before:always">&#147;(d)</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:72pt">To the extent that an agent of a corporation has been successful on the merits in defense of any proceeding referred to in subdivision (b) or (c) or in defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:37.4pt">&#147;(e)</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:72pt">Except as provided in subdivision (d), any indemnification under this section shall be made by the corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in subdivision (b) or (c), by any of the following:</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:37.4pt">&#147;(1)</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:72pt">A majority vote of a quorum consisting of directors who are not parties to such proceeding.</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:37.4pt">&#147;(2)</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:72pt">If such a quorum of directors is not obtainable, by independent legal counsel in a written opinion.</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:37.4pt">&#147;(3)</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:72pt">Approval of the shareholders (Section 153), with the shares owned by the person to be indemnified not being entitled to vote thereon.</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:37.4pt">&#147;(4)</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:72pt">The court in which the proceeding is or was pending upon application made by the corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not the application by the agent, attorney or other person is opposed by the corporation.</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:37.4pt">&#147;(f)</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:72pt">Expenses incurred in defending any proceeding may be advanced by the corporation prior to the final disposition of the proceeding upon receipt of an undertaking by or on behalf of the agent to repay that amount if it shall be determined ultimately that the agent is not entitled to be indemnified as authorized in this section. &nbsp;The provisions of subdivision (a) of Section 315 do not apply to advances made pursuant to this subdivision.</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:37.4pt">&#147;(g)</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:72pt">The indemnification authorized by this section shall not be deemed exclusive of any additional rights to indemnification for breach of duty to the corporation and its shareholders while acting in the capacity of a director or officer of the corporation to the extent the additional rights to indemnification are authorized in an article provision adopted pursuant to paragraph (11) of subdivision (a) of Section 204. &nbsp;The indemnification provided by this section for acts, omissions, or transactions while acting in the capacity of, or while serving as, a director or officer of the corporation but not involving breach of duty to the corporation and its shareholders shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, to the extent the additional rights to indemnification are authorized in the articles of the corporation. &nbsp;An article provision authorizing indemnification &#147;in excess of that otherwise permitted by Section 317&#148; or &#147;to the fullest extent permissible under California law&#148; or the substantial equivalent thereof shall be construed to be both a provision for additional indemnification for breach of duty to the corporation and its shareholders as referred to in, and with the limitations required by, paragraph (11) of subdivision (a) of Section 204 and a provision for additional indemnification as referred to in the second sentence of this subdivision. &nbsp;The rights to indemnity hereunder shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of the person. &nbsp;Nothing contained in this section shall affect any right to indemnification to which persons other than the directors and officers may be entitled by contract or otherwise.</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:37.4pt">&#147;(h)</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:72pt">No indemnification or advance shall be made under this section, except as provided in subdivision (d) or paragraph (4) of subdivision (e), in any circumstance where it appears:</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:37.4pt">&#147;(1)</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:72pt">That it would be inconsistent with a provision of the articles, bylaws, a resolution of the shareholders, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification.</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:37.4pt">&#147;(2)</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:72pt">That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.</P>
<P style="margin-top:0pt; margin-bottom:10pt"><BR>
<BR></P>
<P style="margin:0pt" align=center>4</P>
<P style="margin:0pt"><BR></P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:37.4pt; page-break-before:always">&#147;(i)</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:72pt">A corporation shall have power to purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in that capacity or arising out of the agent's status as such whether or not the corporation would have the power to indemnify the agent against that liability under this section. &nbsp;The fact that a corporation owns all or a portion of the shares of the company issuing a policy of insurance shall not render this subdivision inapplicable if either of the following conditions are satisfied:</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:37.4pt">&#147;(1)</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:72pt">if the articles authorize indemnification in excess of that authorized in this section and the insurance provided by this subdivision is limited as indemnification is required to be limited by paragraph (11) of subdivision (a) of Section 204; or</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:37.4pt">&#147;(2)</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:72pt">(A) the company issuing the insurance policy is organized, licensed, and operated in a manner that complies with the insurance laws and regulations applicable to its jurisdiction of organization, (B) the company issuing the policy provides procedures for processing claims that do not permit that company to be subject to the direct control of the corporation that purchased that policy, and (C) the policy issued provides for some manner of risk sharing between the issuer and purchaser of the policy, on one hand, and some unaffiliated person or persons, on the other, such as by providing for more than one unaffiliated owner of the company issuing the policy or by providing that a portion of the coverage furnished will be obtained from some unaffiliated insurer or reinsurer. &nbsp;</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:37.4pt">&#147;(j)</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:72pt">This section does not apply to any proceeding against any trustee, investment manager, or other fiduciary of an employee benefit plan in that person's capacity as such, even though the person may also be an agent as defined in subdivision (a) of the employer corporation. &nbsp;A corporation shall have power to indemnify such a trustee, investment manager, or other fiduciary to the extent permitted by subdivision (f) of Section 207.&#148;</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:36pt" align=justify>The Registrant, with approval of the Registrant&#146;s Board of Directors, may obtain directors&#146; and officers&#146; liability insurance.</P>
<P style="margin-top:0pt; margin-bottom:-12pt" align=justify><B>Item 7.</B></P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:36pt" align=justify><B>Exemption from Registration Claimed.</B></P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:36pt" align=justify>Not applicable.</P>
<P style="margin-top:0pt; margin-bottom:-12pt" align=justify><B>Item 8.</B></P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:36pt" align=justify><B>Exhibits.</B></P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:36pt" align=justify>The Exhibits required by Item 601 of Regulation S-K, and an index thereto, are attached.</P>
<P style="margin-top:0pt; margin-bottom:-12pt" align=justify><B>Item 9.</B></P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:36pt" align=justify><B>Undertakings.</B></P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:36pt" align=justify>The undersigned registrant hereby undertakes:</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:36pt" align=justify>(a)</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:72pt" align=justify>(1)</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:108pt" align=justify>To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:72pt" align=justify>(2)</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:108pt" align=justify>That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:72pt" align=justify>(3)</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:108pt" align=justify>To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:36pt" align=justify>(b)</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:72pt" align=justify>That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant&#146;s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan&#146;s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.</P>
<P style="margin-top:0pt; margin-bottom:10pt" align=justify><BR>
<BR></P>
<P style="margin:0pt" align=center>5</P>
<P style="margin:0pt"><BR></P>
<P style="margin-top:0pt; margin-bottom:10pt; page-break-before:always" align=justify>&nbsp;</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:36pt" align=justify>(c)</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:72pt" align=justify>To deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:36pt" align=justify>(d)</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:72pt" align=justify>That insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. &nbsp;In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.</P>
<P style="margin:0pt" align=justify><BR></P>
<P style="margin-top:0pt; margin-bottom:10pt" align=center><B>SIGNATURES</B></P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:36pt" align=justify>Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santee, California, on April 19, 2011.</P>
<P style="margin-top:0pt; margin-bottom:-12pt; padding-left:252pt">SAN WEST, INC.<BR>
<BR>
<BR>
<BR>
By<U> &nbsp;/s/ Frank J. Drechsler<BR>
</U></P>
<P style="margin:0pt; padding-left:252pt; text-indent:180pt">&nbsp;&nbsp;&nbsp;&nbsp;Frank J. Drechsler, Chief Executive Officer</P>
<P style="margin:0pt" align=justify><BR></P>
<P style="margin:0pt" align=justify><BR></P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:36pt" align=justify>Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.</P>
<TABLE align="center" cellspacing=0 style="font-size:10pt">
  <TR><TD width=159.6></TD><TD width=159.6></TD><TD width=159.6></TD></TR>
<TR><TD valign=top width=212.8><P style="margin:0pt" align=center><B><U>Signature</U></B></P>
</TD><TD valign=top width=212.8><P style="margin:0pt" align=center><B><U>Title</U></B></P>
</TD><TD valign=top width=212.8><P style="margin:0pt" align=center><B><U>Date</U></B></P>
</TD></TR>
<TR><TD width=212.8><P style="margin:0pt" align=center><U>/s/ Frank J. Drechsler<BR>
</U>Frank J. Drechsler</P>
</TD><TD width=212.8><P style="margin:0pt" align=center>Chief Executive Officer Chief Financial Officer, Principle Accounting Officer, Secretary and Chairman of the Board</P>
</TD><TD width=212.8><P style="margin:0pt" align=center>April 19, 2011</P>
</TD></TR>
<TR><TD width=212.8><P style="margin:0pt" align=center><U>/s/ Jesse Gonzales<BR>
</U>Jesse Gonzales</P>
</TD><TD width=212.8><P style="margin:0pt" align=center>Director</P>
</TD><TD width=212.8><P style="margin:0pt" align=center>April 19, 2011</P>
</TD></TR>
<TR><TD width=212.8><P style="margin:0pt" align=center><U>/s/ Vladimir Cood<BR>
</U>Vladimir Cood</P>
</TD><TD width=212.8><P style="margin:0pt" align=center>Director</P>
</TD><TD width=212.8><P style="margin:0pt" align=center>April 19, 2011</P>
</TD></TR>
</TABLE>
<P style="margin:0pt" align=justify><BR>
<BR></P>
<P style="margin:0pt" align=center>6</P>
<P style="margin:0pt"><BR></P>
<P style="margin:0pt; page-break-before:always" align=justify><BR></P>
<P style="margin:0pt" align=center><B>EXHIBIT INDEX</B></P>
<P style="margin:0pt" align=center><BR></P>
<P style="margin-top:0pt; margin-bottom:-12pt"><B><U>Exhibit No.</U></B></P>
<P style="margin-top:0pt; margin-bottom:5pt; text-indent:144pt"><B><U>Description</U></B></P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:36pt">4.1</P>
<P style="margin-top:0pt; margin-bottom:5pt; text-indent:108pt">Non-Employee Consultants Retainer Stock Plan for the Year 2011</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:36pt">5</P>
<P style="margin-top:0pt; margin-bottom:5pt; text-indent:108pt">Opinion Re: Legality</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:36pt">23.1</P>
<P style="margin-top:0pt; margin-bottom:5pt; text-indent:108pt">Consent of Accountants</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:36pt">23.2</P>
<P style="margin-top:0pt; margin-bottom:5pt; text-indent:108pt">Consent of Counsel</P>
<P style="margin-top:0pt; margin-bottom:5pt"><BR>
<BR></P>
<P style="margin:0pt" align=center>7</P>
<P style="margin:0pt"><BR></P>
<P style="margin-top:0pt; margin-bottom:5pt; page-break-before:always"><B>Exhibit 4.1</B></P>
<P style="margin:0pt" align=center><B>SAN WEST, INC.</B></P>
<P style="margin:0pt" align=center><B>NON-EMPLOYEE CONSULTANTS RETAINER STOCK PLAN</B></P>
<P style="margin:0pt" align=center><B>FOR THE YEAR 2010</B></P>
<P style="margin:0pt" align=justify><BR></P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:36pt" align=justify>1.</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:72pt" align=justify><U>Introduction</U>. &nbsp;This Plan shall be known as the &#147;San West, Inc. Non-Employee Consultants Retainer Stock Plan for the Year 2011&#148; and is hereinafter referred to as the &#147;Plan.&#148; &nbsp;The purposes of this Plan are to enable San West, Inc., a California corporation (the &#147;Company&#148;), to promote the interests of the Company and its stockholders by attracting and retaining non-employee Consultants capable of furthering the future success of the Company and by aligning their economic interests more closely with those of the Company&#146;s stockholders, by paying their retainer or fees in the form of shares of the Company&#146;s common stock, no par value per share (the &#147;Common Stock&#148;).</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:36pt" align=justify>2.</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:72pt" align=justify><U>Definitions</U>. &nbsp;The following terms shall have the meanings set forth below:</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:36pt" align=justify>&#147;Board&#148; means the Board of Directors of the Company.</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:36pt" align=justify>&#147;Change of Control&#148; has the meaning set forth in Paragraph 12(d) hereof.</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:36pt" align=justify>&#147;Code&#148; means the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder. &nbsp;References to any provision of the Code or rule or regulation thereunder shall be deemed to include any amended or successor provision, rule or regulation.</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:36pt" align=justify>&#147;Committee&#148; means the committee that administers this Plan, as more fully defined in Paragraph 13 hereof.</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:36pt" align=justify>&#147;Common Stock&#148; has the meaning set forth in Paragraph 1 hereof.</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:36pt" align=justify>&#147;Company&#148; has the meaning set forth in Paragraph 1 hereof.</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:36pt" align=justify>&#147;Consultants&#148; means the Company&#146;s consultants and advisors only if: (i) they are natural persons; (ii) they provide bona fide services to the Company; and (iii) the services are not in connection with the offer or sale of securities in a capital-raising transaction, and do not directly or indirectly promote or maintain a market for the Company&#146;s securities.</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:36pt" align=justify>&#147;Deferral Election&#148; has the meaning set forth in Paragraph 6 hereof.</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:36pt" align=justify>&#147;Deferred Stock Account&#148; means a bookkeeping account maintained by the Company for a Participant representing the Participant&#146;s interest in the shares credited to such Deferred Stock Account pursuant to Paragraph 7 hereof.</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:36pt" align=justify>&#147;Delivery Date&#148; has the meaning set forth in Paragraph 6 hereof.</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:36pt" align=justify>&#147;Director&#148; means an individual who is a member of the Board of Directors of the Company.</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:36pt" align=justify>&#147;Dividend Equivalent&#148; for a given dividend or other distribution means a number of shares of the Common Stock having a Fair Market Value, as of the record date for such dividend or distribution, equal to the amount of cash, plus the Fair Market Value on the date of distribution of any property, that is distributed with respect to one share of the Common Stock pursuant to such dividend or distribution; such Fair Market Value to be determined by the Committee in good faith.</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:36pt" align=justify>&#147;Effective Date&#148; has the meaning set forth in Paragraph 3 hereof.</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:36pt" align=justify>&#147;Exchange Act&#148; has the meaning set forth in Paragraph 12(d) hereof.</P>
<P style="margin-top:0pt; margin-bottom:10pt" align=justify><BR>
<BR></P>
<P style="margin:0pt" align=center>1</P>
<P style="margin:0pt"><BR></P>
<P style="margin:0pt"><BR></P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:36pt; page-break-before:always" align=justify>&#147;Fair Market Value&#148; means the mean between the highest and lowest reported sales prices of the Common Stock on the New York Stock Exchange Composite Tape or, if not listed on such exchange, on any other national securities exchange on which the Common Stock is listed or on The Nasdaq Stock Market, or, if not so listed on any other national securities exchange or The Nasdaq Stock Market, then the average of the bid price of the Common Stock during the last five trading days on the OTC Bulletin Board immediately preceding the last trading day prior to the date with respect to which the Fair Market Value is to be determined. &nbsp;If the Common Stock is not then publicly traded, then the Fair Market Value of the Common Stock shall be the book value of the Company per share as determined on the last day of March, June, September, or December in any year closest to the date when the determination is to be made. &nbsp;For the purpose of determining book value hereunder, book value shall be determined by adding as of the applicable date called for herein the capital, surplus, and undivided profits of the Company, and after having deducted any reserves theretofore established; the sum of these items shall be divided by the number of shares of the Common Stock outstanding as of said date, and the quotient thus obtained shall represent the book value of each share of the Common Stock of the Company.</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:36pt" align=justify>&#147;Participant&#148; has the meaning set forth in Paragraph 4 hereof.</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:36pt" align=justify>&#147;Payment Time&#148; means the time when a Stock Retainer is payable to a Participant pursuant to Paragraph 5 hereof (without regard to the effect of any Deferral Election).</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:36pt" align=justify>&#147;Stock Retainer&#148; has the meaning set forth in Paragraph 5 hereof.</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:36pt" align=justify>&#147;Third Anniversary&#148; has the meaning set forth in Paragraph 6 hereof.</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:36pt" align=justify>3.</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:72pt" align=justify><U>Effective Date of the Plan</U>. &nbsp;This Plan was adopted by the Board effective April 19, 2011 (the &#147;Effective Date&#148;).</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:36pt" align=justify>4.</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:72pt" align=justify><U>Eligibility</U>. &nbsp;Each individual who is a Consultant on the Effective Date and each individual who becomes a Consultant thereafter during the term of this Plan shall be a participant (the &#147;Participant&#148;) in this Plan, in each case during such period as such individual remains a Consultant and is not an employee of the Company or any of its subsidiaries. &nbsp;Each credit of shares of the Common Stock pursuant to this Plan shall be evidenced by a written agreement duly executed and delivered by or on behalf of the Company and a Participant, if such an agreement is required by the Company to assure compliance with all applicable laws and regulations.</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:36pt" align=justify>5.</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:72pt" align=justify><U>Grants of Shares</U>. &nbsp;Commencing on the Effective Date, the amount of compensation for service to consultants shall be payable in shares of the Common Stock (the &#147;Stock Retainer&#148;) pursuant to this Plan. &nbsp;The deemed issuance price of shares of the Common Stock subject to each Stock Retainer shall not be less than 85 percent of the Fair Market Value of the Common Stock on the date of the grant. &nbsp;In the case of any person who owns securities possessing more than ten percent of the combined voting power of all classes of securities of the issuer or its parent or subsidiaries possessing voting power, the deemed issuance price of shares of the Common Stock subject to each Stock Retainer shall be at least 100 percent of the Fair Market Value of the Common Stock on the date of the grant.</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:36pt" align=justify>6.</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:72pt" align=justify><U>Deferral Option</U>. &nbsp;From and after the Effective Date, a Participant may make an election (a &#147;Deferral Election&#148;) on an annual basis to defer delivery of the Stock Retainer specifying which one of the following ways the Stock Retainer is to be delivered (a) on the date which is three years after the Effective Date for which it was originally payable (the &#147;Third Anniversary&#148;), (b) on the date upon which the Participant ceases to be a Consultant for any reason (the &#147;Departure Date&#148;) or (c) in five equal annual installments commencing on the Departure Date (the &#147;Third Anniversary&#148; and &#147;Departure Date&#148; each being referred to herein as a &#147;Delivery Date&#148;). &nbsp;Such Deferral Election shall remain in effect for each Subsequent Year unless changed, provided that, any Deferral Election with respect to a particular Year may not be changed less than six months prior to the beginning of such Year, and provided, further, that no more than one Deferral Election or change thereof may be made in any Year.</P>
<P style="margin-top:0pt; margin-bottom:10pt" align=justify><BR></P>
<P style="margin-top:0pt; margin-bottom:10pt" align=justify><BR>
<BR></P>
<P style="margin:0pt" align=center>2</P>
<P style="margin:0pt"><BR></P>
<P style="margin:0pt"><BR></P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:36pt; page-break-before:always" align=justify>Any Deferral Election and any change or revocation thereof shall be made by delivering written notice thereof to the Committee no later than six months prior to the beginning of the Year in which it is to be effected; provided that, with respect to the Year beginning on the Effective Date, any Deferral Election or revocation thereof must be delivered no later than the close of business on the 30th day after the Effective Date.</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:36pt" align=justify>7.</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:72pt" align=justify><U>Deferred Stock Accounts</U>. &nbsp;The Company shall maintain a Deferred Stock Account for each Participant who makes a Deferral Election to which shall be credited, as of the applicable Payment Time, the number of shares of the Common Stock payable pursuant to the Stock Retainer to which the Deferral Election relates. &nbsp;So long as any amounts in such Deferred Stock Account have not been delivered to the Participant under Paragraph 8 hereof, each Deferred Stock Account shall be credited as of the payment date for any dividend paid or other distribution made with respect to the Common Stock, with a number of shares of the Common Stock equal to (a) the number of shares of the Common Stock shown in such Deferred Stock Account on the record date for such dividend or distribution multiplied by (b) the Dividend Equivalent for such dividend or distribution.</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:36pt" align=justify>8.</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:72pt" align=justify><U>Delivery of Shares</U>.</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:72pt" align=justify>(a)</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:108pt" align=justify>The shares of the Common Stock in a Participant&#146;s Deferred Stock Account with respect to any Stock Retainer for which a Deferral Election has been made (together with dividends attributable to such shares credited to such Deferred Stock Account) shall be delivered in accordance with this Paragraph 8 as soon as practicable after the applicable Delivery Date. &nbsp;Except with respect to a Deferral Election pursuant to Paragraph 6 hereof, or other agreement between the parties, such shares shall be delivered at one time; provided that, if the number of shares so delivered includes a fractional share, such number shall be rounded to the nearest whole number of shares. &nbsp;If the Participant has in effect a Deferral Election pursuant to Paragraph 6 hereof, then such shares shall be delivered in five equal annual installments (together with dividends attributable to such shares credited to such Deferred Stock Account), with the first such installment being delivered on the first anniversary of the Delivery Date; provided that, if in order to equalize such installments, fractional shares would have to be delivered, such installments shall be adjusted by rounding to the nearest whole share. &nbsp;If any such shares are to be delivered after the Participant has died or become legally incompetent, they shall be delivered to the Participant&#146;s estate or legal guardian, as the case may be, in accordance with the foregoing; provided that, if the Participant dies with a Deferral Election pursuant to Paragraph 6 hereof in effect, the Committee shall deliver all remaining undelivered shares to the Participant&#146;s estate immediately. &nbsp;References to a Participant in this Plan shall be deemed to refer to the Participant&#146;s estate or legal guardian, where appropriate.</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:72pt" align=justify>(b)</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:108pt" align=justify>The Company may, but shall not be required to, create a grantor trust or utilize an existing grantor trust (in either case, the &#147;Trust&#148;) to assist it in accumulating the shares of the Common Stock needed to fulfill its obligations under this Paragraph 8. &nbsp;However, Participants shall have no beneficial or other interest in the Trust and the assets thereof, and their rights under this Plan shall be as general creditors of the Company, unaffected by the existence or nonexistence of the Trust, except that deliveries of Stock Retainers to Participants from the Trust shall, to the extent thereof, be treated as satisfying the Company&#146;s obligations under this Paragraph 8.</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:36pt" align=justify>9.</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:72pt" align=justify><U>Share Certificates; Voting and Other Rights</U>. &nbsp;The certificates for shares delivered to a Participant pursuant to Paragraph 8 above shall be issued in the name of the Participant, and from and after the date of such issuance the Participant shall be entitled to all rights of a stockholder with respect to the Common Stock for all such shares issued in his name, including the right to vote the shares, and the Participant shall receive all dividends and other distributions paid or made with respect thereto.</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:36pt" align=justify>10.</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:72pt" align=justify><U>General Restrictions</U>.</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:72pt" align=justify>(a)</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:108pt" align=justify>Notwithstanding any other provision of this Plan or agreements made pursuant thereto, the Company shall not be required to issue or deliver any certificate or certificates for shares of the Common Stock under this Plan prior to fulfillment of all of the following conditions:</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:108pt" align=justify>(i)</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:144pt" align=justify>Listing or approval for listing upon official notice of issuance of such shares on the New York Stock Exchange, Inc., or such other securities exchange as may at the time be a market for the Common Stock;</P>
<P style="margin-top:0pt; margin-bottom:10pt" align=justify><BR>
<BR></P>
<P style="margin:0pt" align=center>3</P>
<P style="margin:0pt"><BR></P>
<P style="margin:0pt"><BR></P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:108pt; page-break-before:always" align=justify>(ii)</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:144pt" align=justify>Any registration or other qualification of such shares under any state or federal law or regulation, or the maintaining in effect of any such registration or other qualification which the Committee shall, upon the advice of counsel, deem necessary or advisable; and</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:108pt" align=justify>(iii)</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:144pt" align=justify>Obtaining any other consent, approval, or permit from any state or federal governmental agency which the Committee shall, after receiving the advice of counsel, determine to be necessary or advisable.</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:72pt" align=justify>(b)</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:108pt" align=justify>Nothing contained in this Plan shall prevent the Company from adopting other or additional compensation arrangements for the Participants.</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:36pt" align=justify>11.</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:72pt" align=justify><U>Shares Available</U>. &nbsp;Subject to Paragraph 12 below, the maximum number of shares of the Common Stock which may in the aggregate be paid as Stock Retainers pursuant to this Plan is 10,000,000. &nbsp;Shares of the Common Stock issuable under this Plan may be taken from treasury shares of the Company or purchased on the open market.</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:36pt" align=justify>12.</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:72pt" align=justify><U>Adjustments; Change of Control</U>.</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:72pt" align=justify>(a)</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:108pt" align=justify>In the event that there is, at any time after the Board adopts this Plan, any change in corporate capitalization, such as a stock split, combination of shares, exchange of shares, warrants or rights offering to purchase the Common Stock at a price below its Fair Market Value, reclassification, or recapitalization, or a corporate transaction, such as any merger, consolidation, separation, including a spin-off, stock dividend, or other extraordinary distribution of stock or property of the Company, any reorganization (whether or not such reorganization comes within the definition of such term in Section 368 of the Code) or any partial or complete liquidation of the Company (each of the foregoing a &#147;Transaction&#148;), in each case other than any such Transaction which constitutes a Change of Control (as defined below), (i) the Deferred Stock Accounts shall be credited with the amount and kind of shares or other property which would have been received by a holder of the number of shares of the Common Stock held in such Deferred Stock Account had such shares of the Common Stock been outstanding as of the effectiveness of any such Transaction, (ii) the number and kind of shares or other property subject to this Plan shall likewise be appropriately adjusted to reflect the effectiveness of any such Transaction, and (iii) the Committee shall appropriately adjust any other relevant provisions of this Plan and any such modification by the Committee shall be binding and conclusive on all persons.</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:72pt" align=justify>(b)</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:108pt" align=justify>If the shares of the Common Stock credited to the Deferred Stock Accounts are converted pursuant to Paragraph 12(a) into another form of property, references in this Plan to the Common Stock shall be deemed, where appropriate, to refer to such other form of property, with such other modifications as may be required for this Plan to operate in accordance with its purposes. &nbsp;Without limiting the generality of the foregoing, references to delivery of certificates for shares of the Common Stock shall be deemed to refer to delivery of cash and the incidents of ownership of any other property held in the Deferred Stock Accounts.</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:72pt" align=justify>(c)</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:108pt" align=justify>In lieu of the adjustment contemplated by Paragraph 12(a), in the event of a Change of Control, the following shall occur on the date of the Change of Control (i) the shares of the Common Stock held in each Participant&#146;s Deferred Stock Account shall be deemed to be issued and outstanding as of the Change of Control; (ii) the Company shall forthwith deliver to each Participant who has a Deferred Stock Account all of the shares of the Common Stock or any other property held in such Participant&#146;s Deferred Stock Account; and (iii) this Plan shall be terminated.</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:72pt" align=justify>(d)</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:108pt" align=justify>For purposes of this Plan, Change of Control shall mean any of the following events:</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:108pt" align=justify>(i)</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:144pt" align=justify>The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;)) (a &#147;Person&#148;) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 80 percent or more of either (1) the then outstanding shares of the Common Stock of the Company (the &#147;Outstanding Company Common Stock&#148;), or (2) the combined voting power of then outstanding voting securities of the Company entitled to vote generally in the election of directors (the &#147;Outstanding Company Voting Securities&#148;); provided, however, that the following acquisitions shall not constitute a Change of Control (A) any acquisition directly from the Company (excluding an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company), (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (D) any acquisition by any corporation pursuant to a reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the conditions described in clauses (A), (B) and (C) of paragraph (iii) of this Paragraph 12(d) are satisfied; or </P>
<P style="margin-top:0pt; margin-bottom:10pt" align=justify><BR>
<BR></P>
<P style="margin:0pt" align=center>4</P>
<P style="margin:0pt"><BR></P>
<P style="margin:0pt"><BR>
</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:108pt" align=justify>(ii)</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:144pt" align=justify>Individuals who, as of the date hereof, constitute the Board of the Company (as of the date hereof, &#147;Incumbent Board&#148;) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company&#146;s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:108pt" align=justify>(iii)</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:144pt" align=justify>Approval by the stockholders of the Company of a reorganization, merger, binding share exchange or consolidation, unless, following such reorganization, merger, binding share exchange or consolidation (A) more than 60 percent of, respectively, then outstanding shares of common stock of the corporation resulting from such reorganization, merger, binding share exchange or consolidation and the combined voting power of then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger, binding share exchange or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger, binding share exchange or consolidation, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding the Company, any employee benefit plan (or related trust) of the Company or such corporation resulting from such reorganization, merger, binding share exchange or consolidation and any Person beneficially owning, immediately prior to such reorganization, merger, binding share exchange or consolidation, directly or indirectly, 20 percent or more of the Outstanding Company Common Stock or Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, 20 percent or more of, respectively, then outstanding shares of common stock of the corporation resulting from such reorganization, merger, binding share exchange or consolidation or the combined voting power of then outstanding voting securities of such corporation entitled to vote generally in the election of directors, and (C) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger, binding share exchange or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger, binding share exchange or consolidation; or </P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:108pt" align=justify>(iv)</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:144pt" align=justify>Approval by the stockholders of the Company of (1) a complete liquidation or dissolution of the Company, or (2) the sale or other disposition of all or substantially all of the assets of the Company, other than to a corporation, with respect to which following such sale or other disposition, (A) more than 60 percent of, respectively, then outstanding shares of common stock of such corporation and the combined voting power of then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding the Company and any employee benefit plan (or related trust) of the Company or such corporation and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, 20 percent or more of the Outstanding Company Common Stock or Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, 20 percent or more of, respectively, then outstanding shares of common stock of such corporation and the combined voting power of then outstanding voting securities of such corporation entitled to vote generally in the election of directors, and (C) at least a majority of the members of the board of directors of such corporation were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board providing for such sale or other disposition of assets of the Company.</P>
<P style="margin-top:0pt; margin-bottom:10pt" align=justify><BR>
<BR></P>
<P style="margin:0pt" align=center>5</P>
<P style="margin:0pt"><BR></P>
<P style="margin:0pt"><BR></P>
<P style="margin-top:0pt; margin-bottom:10pt; page-break-before:always" align=justify>&nbsp;</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:36pt" align=justify>13.</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:72pt" align=justify><U>Administration; Amendment and Termination</U>.</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:72pt" align=justify>(a)</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:108pt" align=justify>The Plan shall be administered by the Compensation Committee (the &#147;Committee&#148;) of, or appointed by, the Board of Directors of the Company (the &#147;Board&#148;). &nbsp;The Committee shall select one of its members as Chairman and shall act by vote of a majority of a quorum, or by unanimous written consent. &nbsp;A majority of its members shall constitute a quorum. &nbsp;The Committee shall be governed by the provisions of the Company&#146;s Bylaws and of California law applicable to the Board, except as otherwise provided herein or determined by the Board. &nbsp;The Committee shall have full and complete authority, in its discretion, but subject to the express provisions of this Plan to administer all aspects of the Plan. &nbsp;All interpretations and constructions of this Plan by the Committee, and all of its actions hereunder, shall be binding and conclusive on all persons for all purposes.</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:72pt" align=justify>(b)</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:108pt" align=justify>The Board may from time to time make such amendments to this Plan, including to preserve or come within any exemption from liability under Section 16(b) of the Exchange Act, as it may deem proper and in the best interest of the Company without further approval of the Company&#146;s stockholders, provided that, to the extent required under California law or to qualify transactions under this Plan for exemption under Rule 16b-3 promulgated under the Exchange Act, no amendment to this Plan shall be adopted without further approval of the Company&#146;s stockholders and, provided, further, that if and to the extent required for this Plan to comply with Rule 16b-3 promulgated under the Exchange Act, no amendment to this Plan shall be made more than once in any six month period that would change the amount, price or timing of the grants of the Common Stock hereunder other than to comport with changes in the Code, the Employee Retirement Income Security Act of 1974, as amended, or the regulations thereunder. &nbsp;The Board may terminate this Plan at any time by a vote of a majority of the members thereof.</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:36pt" align=justify>14.</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:72pt" align=justify><U>Term of Plan</U>. &nbsp;No shares of the Common Stock shall be issued, unless and until the Directors of the Company have approved this Plan and all other legal requirements have been met. &nbsp;This Plan was adopted by the Board effective April 19, 2011, and shall expire on April 19, 2021.</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:36pt" align=justify>15.</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:72pt" align=justify><U>Governing Law</U>. &nbsp;This Plan and all actions taken thereunder shall be governed by, and construed in accordance with, the laws of the State of California.</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:36pt" align=justify>16.</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:72pt" align=justify><U>Information to Shareholders</U>. &nbsp;The Company shall furnish to each of its stockholders financial statements of the Company at least annually.</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:36pt" align=justify>17.</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:72pt" align=justify><U>Miscellaneous</U>.</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:72pt" align=justify>(a)</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:108pt" align=justify>Nothing in this Plan shall be deemed to create any obligation on the part of the Board to nominate any Director for reelection by the Company&#146;s stockholders or to limit the rights of the stockholders to remove any Director.</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:72pt" align=justify>(b)</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:108pt" align=justify>The Company shall have the right to require, prior to the issuance or delivery of any shares of the Common Stock pursuant to this Plan, that a Participant make arrangements satisfactory to the Committee for the withholding of any taxes required by law to be withheld with respect to the issuance or delivery of such shares, including, without limitation, by the withholding of shares that would otherwise be so issued or delivered, by withholding from any other payment due to the Participant, or by a cash payment to the Company by the Participant.</P>
<P style="margin-top:0pt" align=justify>&nbsp;</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:36pt; page-break-before:always" align=justify>IN WITNESS WHEREOF, this Plan has been executed effective as of April 19, 2011.</P>
<P style="margin:0pt"><BR></P>
<P style="margin:0pt; padding-left:252pt">SAN WEST, INC.<BR>
<BR>
</P>
<P style="margin-top:0pt; margin-bottom:-12pt; padding-left:252pt"><BR>
By<U> &nbsp;/s/ Frank J. Drechsler
</U></P>
<P style="margin:0pt; padding-left:252pt">&nbsp;&nbsp;&nbsp;&nbsp;Frank J. Drechsler, Chief Executive Officer</P>
<P style="margin:0pt"><BR>
<BR></P>
<P style="margin:0pt" align=center>6</P>
<P style="margin:0pt"><BR></P>
<P style="margin:0pt">&nbsp;</P>
<P style="margin:0pt"><BR>
</P>
<P style="margin-top:0pt; margin-bottom:5pt; page-break-before:always"><B>Exhibit 5</B></P>
<P style="margin:0pt" align=center>Norman T. Reynolds Law Firm</P>
<P style="margin:0pt" align=center>3262 Westheimer Road, Suite 234</P>
<P style="margin:0pt" align=center>Houston, Texas 77098</P>
<P style="margin:0pt" align=center>(713) 503-9411</P>
<P style="margin:0pt" align=justify><BR></P>
<P style="margin:0pt">April 19, 2011</P>
<P style="margin:0pt" align=justify><BR></P>
<P style="margin:0pt" align=justify>U.S. Securities and Exchange Commission</P>
<P style="margin:0pt" align=justify>Division of Corporation Finance</P>
<P style="margin:0pt" align=justify>100 F Street, N.E.</P>
<P style="margin:0pt" align=justify>Washington, D.C. 20549</P>
<P style="margin:0pt" align=justify><BR></P>
<P style="margin-top:0pt; margin-bottom:-12pt" align=justify>Re:</P>
<P style="margin:0pt; text-indent:36pt" align=justify>San West, Inc. &#150; Form S-8</P>
<P style="margin:0pt" align=justify><BR></P>
<P style="margin:0pt" align=justify>Gentlemen:</P>
<P style="margin:0pt" align=justify><BR></P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:36pt" align=justify>We have acted as counsel to San West, Inc., a California corporation (the &#147;Company&#148;), in connection with its Registration Statement on Form S-8 relating to the registration of 10,000,000 shares of its common stock, no par value per share, which are issuable pursuant to the Company&#146;s Non-Employee Consultants Retainer Stock Plan for the Year 2011.</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:36pt" align=justify>In our representation we have examined such documents, corporate records, and other instruments as have been provided to us for the purposes of this opinion, including, but not limited to, the Articles of Incorporation, and all amendments thereto, and Bylaws of the Company.</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:36pt" align=justify>Based upon and in reliance on the foregoing, and subject to the qualifications and assumptions set forth below, it is our opinion that the Company is duly organized and validly existing as a corporation under the laws of the State of California, and that the shares, when issued and sold, will be validly issued, fully paid, and non-assessable.</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:36pt" align=justify>Our opinion is limited by and subject to the following:</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:36pt" align=justify>(a)</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:72pt" align=justify>In rendering our opinion we have assumed that, at the time of each issuance and sale of the Shares, the Company will be a corporation validly existing and in good standing under the laws of the State of California.</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:36pt" align=justify>(b)</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:72pt" align=justify>In our examination of all documents, certificates and records, we have assumed without investigation, the authenticity and completeness of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity and completeness of the originals of all documents submitted to us as copies. &nbsp;We have also assumed the genuineness of all signatures, the legal capacity of natural persons, the authority of all persons executing documents on behalf of the parties thereto other than the Company, and the due authorization, execution and delivery of all documents by the parties thereto other than the Company. &nbsp;As to matters of fact material to this opinion, we have relied upon statements and representations of representatives of the Company and of public officials and have assumed the same to have been properly given and to be accurate.</P>
<P style="margin-top:0pt; margin-bottom:-12pt; text-indent:36pt" align=justify>(c)</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:72pt" align=justify>Our opinion is based solely on and limited to the federal laws of the United States of America and the laws of California (based solely upon our review of a standard compilation thereof). &nbsp;We express no opinion as to the laws of any other jurisdiction.</P>
<P style="margin:0pt" align=justify><BR></P>
<P style="margin:0pt; padding-left:252pt" align=justify>Very truly yours,</P>
<P style="margin:0pt" align=justify><BR></P>
<P style="margin:0pt; padding-left:252pt" align=justify><U>/s/ Norman T. Reynolds Law Firm</U></P>
<P style="margin:0pt" align=justify><BR>
<BR></P>
<P style="margin:0pt" align=center>&nbsp;</P>
<P style="margin:0pt" align=center>&nbsp;</P>
<P style="margin:0pt"><BR></P>
<P style="margin-top:0pt; margin-bottom:5pt; page-break-before:always"><B>Exhibit 23.1</B></P>
<P style="margin:0pt" align=justify><BR></P>
<P style="margin:0pt" align=center><B>CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM</B></P>
<P style="margin:0pt" align=justify><BR></P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:36pt" align=justify>We hereby consent to the inclusion in this Registration Statement on Form S-8 of our report dated April 4, 2011, with respect to the consolidated financial statements of San West, Inc. included in their Annual Report on Form 10-K for the year ended December 31, 2010.</P>
<P style="margin:0pt" align=justify><BR></P>
<P style="margin:0pt" align=justify><BR></P>
<P style="margin:0pt; padding-left:252pt" align=justify><U>/s/ L.L. Bradford &amp; Company, LLC</U></P>
<P style="margin:0pt; padding-left:252pt" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Las Vegas, Nevada</P>
<P style="margin:0pt; padding-left:252pt" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;April 25, 2011</P>
<P style="margin:0pt" align=justify><BR>
<BR></P>
<P style="margin:0pt">&nbsp;</P>
<P style="margin:0pt"><BR>
</P>
<P style="margin:0pt"><BR></P>
<P style="margin-top:0pt; margin-bottom:5pt; page-break-before:always"><B>Exhibit 23.2</B></P>
<P style="margin:0pt" align=justify><BR></P>
<P style="margin:0pt" align=center>Norman T. Reynolds Law Firm</P>
<P style="margin:0pt" align=center>3262 Westheimer Road, Suite 234</P>
<P style="margin:0pt" align=center>Houston, Texas 77098</P>
<P style="margin:0pt" align=center>(713) 503-9411</P>
<P style="margin:0pt" align=justify><BR></P>
<P style="margin:0pt" align=justify>April 19, 2011</P>
<P style="margin:0pt" align=justify><BR></P>
<P style="margin:0pt" align=justify>U.S. Securities and Exchange Commission</P>
<P style="margin:0pt" align=justify>Division of Corporation Finance</P>
<P style="margin:0pt" align=justify>100 F Street, N.E.</P>
<P style="margin:0pt" align=justify>Washington, D.C. &nbsp;20549</P>
<P style="margin:0pt" align=justify><BR></P>
<P style="margin-top:0pt; margin-bottom:-12pt" align=justify>Re:</P>
<P style="margin:0pt; text-indent:36pt" align=justify>San West, Inc. &#150; Form S-8</P>
<P style="margin:0pt" align=justify><BR></P>
<P style="margin:0pt" align=justify>Gentlemen:</P>
<P style="margin:0pt" align=justify><BR></P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:36pt" align=justify>We have acted as counsel to San West, Inc., a California corporation (the &#147;Company&#148;), in connection with its Registration Statement on Form S-8 relating to the registration of 10,000,000 shares of its common stock, no par value per share, which are issuable pursuant to the Company&#146;s Non-Employee Consultants Retainer Stock Plan for the Year 2011.</P>
<P style="margin-top:0pt; margin-bottom:10pt; text-indent:36pt" align=justify>We hereby consent to all references to our firm included in this Registration Statement, including the opinion of legality.</P>
<P style="margin:0pt; padding-left:252pt" align=justify>Very truly yours,</P>
<P style="margin:0pt" align=justify><BR></P>
<P style="margin:0pt; padding-left:252pt" align=justify><U>/s/ Norman T. Reynolds Law Firm</U></P>
<P style="margin:0pt" align=justify><BR>
<BR></P>
<P style="margin:0pt"><BR></P>
</div>
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
under the
Securities Act of 1933
SAN WEST, INC.
(Exact name of registrant as specified in its charter)
California
3711
77-0481056
(State or jurisdiction of
(Primary Standard Industrial
(I.R.S. Employer
incorporation or organization)
Classification Code Number)
Identification No.)
10350 Mission Gorge Road, Santee, California 92071, (619) 258-8770
(Address and telephone number of Registrant's principal executive offices and
principal place of business)
Non-Employee Consultants Retainer Stock Plan for the Year 2011
(Full title of the Plans)
Frank J. Drechsler, 10350 Mission Gorge Road, Santee, California 92071
(Name and address of agent for service)
(619) 258-8770
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
Title of securities to be registered
Amount to be registered
Proposed offering price per share (1)
Proposed maximum aggregate offering price
Amount of registration fee
Common Stock
10,000,000
$0.011 (2)
$110,000
$12.77
(1)
The Offering Price is used solely for purposes of estimating the registration fee pursuant to Rule 457(h) promulgated pursuant to the Securities Act of 1933.
(2)
This Offering Price per Share is established pursuant to the Non-Employee Consultants Retainer Stock Plan for the Year 2011 set forth in Exhibit 4.1 to this Form S-8.
Part I
Information Required in the Section 10(a) Prospectus
Item 1.
Plan Information.
See Item 2 below.
Item 2.
Registrant Information and Employee Plan Annual Information.
The documents containing the information specified in Part I, Items 1 and 2, will be delivered to each of the participants in accordance with Form S-8 and Rule 428 promulgated under the Securities Act of 1933.  The participants shall be provided a written statement notifying them that upon written or oral request they will be provided, without charge, (i) the documents incorporated by reference in Item 3 of Part II of the registration statement, and (ii) other documents required to be delivered pursuant to Rule 428(b).  The statement will inform the participants that these documents are incorporated by reference in the Section 10(a) prospectus, and shall include the address (giving title or department) and telephone number to which the request is to be directed.
Part II
Information Required in the Registration Statement
Item 3.
Incorporation of Documents by Reference.
The following are hereby incorporated by reference:
(a)
The Registrant's latest annual report on Form 10-K for the fiscal year ended December 31, 2010, filed on April 6, 2011.
(b)
All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year covered by the Form 10-K referred to in (a) above.
(c)
A description of the Registrant's securities contained in the Registration Statement on Form 10-SB12G, as amended, filed by the Registrant to register the common stock under the Exchange Act, including all amendments filed for the purpose of updating such common stock description.
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in the registration statement and to be part thereof from the date of filing of such documents.
Item 4.
Description of Securities.
Not applicable.
Item 5.
Interest of Named Experts and Counsel.
Not applicable.
Item 6.
Indemnification of Directors and Officers.
Our bylaws do not contain a provision entitling any director or executive officer to indemnification against its liability under the Securities Act.  The California Corporations Code allows a company to indemnify its officers, directors, employees, and agents from any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, except under certain circumstances.  Indemnification may only occur if a determination has been made that the officer, director, employee, or agent acted in good faith and in a manner, which such person believed to be in the best interests of the Registrant.  A determination may be made by the stockholders; by a majority of the directors who were not parties to the action, suit, or proceeding confirmed by opinion of independent legal counsel; or by opinion of independent legal counsel in the event a quorum of directors who were not a party to such action, suit, or proceeding does not exist.
2
Provided the terms and conditions of these provisions under California law are met, officers, directors, employees, and agents of the Registrant may be indemnified against any cost, loss, or expense arising out of any liability under the Securities Act.  Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy and is, therefore, unenforceable.
Section 317 of the California Corporations Code, stated herein, provide further for permissive indemnification of officers and directors.
"317.
(a) For the purposes of this section, "agent" means any person who is or was a director, officer, employee or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or was a director, officer, employee or agent of a foreign or domestic corporation which was a predecessor corporation of the corporation or of another enterprise at the request of the predecessor corporation; "proceeding" means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative; and "expenses" includes without limitation attorneys' fees and any expenses of establishing a right to indemnification under subdivision (d) or paragraph (4) of subdivision (e).
"(b)
A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation to procure a judgment in its favor) by reason of the fact that the person is or was an agent of the corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with the proceeding if that person acted in good faith and in a manner the person reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of the person was unlawful.  The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the corporation or that the person had reasonable cause to believe that the person's conduct was unlawful.
"(c)
A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was an agent of the corporation, against expenses actually and reasonably incurred by that person in connection with the defense or settlement of the action if the person acted in good faith, in a manner the person believed to be in the best interests of the corporation and its shareholders.  No indemnification shall be made under this subdivision for any of the following:
"(1)
In respect of any claim, issue or matter as to which the person shall have been adjudged to be liable to the corporation in the performance of that person's duty to the corporation and its shareholders, unless and only to the extent that the court in which the proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for expenses and then only to the extent that the court shall determine.
"(2)
Of amounts paid in settling or otherwise disposing of a pending action without court approval.
"(3)
Of expenses incurred in defending a pending action which is settled or otherwise disposed of without court approval.
3
"(d)
To the extent that an agent of a corporation has been successful on the merits in defense of any proceeding referred to in subdivision (b) or (c) or in defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.
"(e)
Except as provided in subdivision (d), any indemnification under this section shall be made by the corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in subdivision (b) or (c), by any of the following:
"(1)
A majority vote of a quorum consisting of directors who are not parties to such proceeding.
"(2)
If such a quorum of directors is not obtainable, by independent legal counsel in a written opinion.
"(3)
Approval of the shareholders (Section 153), with the shares owned by the person to be indemnified not being entitled to vote thereon.
"(4)
The court in which the proceeding is or was pending upon application made by the corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not the application by the agent, attorney or other person is opposed by the corporation.
"(f)
Expenses incurred in defending any proceeding may be advanced by the corporation prior to the final disposition of the proceeding upon receipt of an undertaking by or on behalf of the agent to repay that amount if it shall be determined ultimately that the agent is not entitled to be indemnified as authorized in this section.  The provisions of subdivision (a) of Section 315 do not apply to advances made pursuant to this subdivision.
"(g)
The indemnification authorized by this section shall not be deemed exclusive of any additional rights to indemnification for breach of duty to the corporation and its shareholders while acting in the capacity of a director or officer of the corporation to the extent the additional rights to indemnification are authorized in an article provision adopted pursuant to paragraph (11) of subdivision (a) of Section 204.  The indemnification provided by this section for acts, omissions, or transactions while acting in the capacity of, or while serving as, a director or officer of the corporation but not involving breach of duty to the corporation and its shareholders shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, to the extent the additional rights to indemnification are authorized in the articles of the corporation.  An article provision authorizing indemnification "in excess of that otherwise permitted by Section 317" or "to the fullest extent permissible under California law" or the substantial equivalent thereof shall be construed to be both a provision for additional indemnification for breach of duty to the corporation and its shareholders as referred to in, and with the limitations required by, paragraph (11) of subdivision (a) of Section 204 and a provision for additional indemnification as referred to in the second sentence of this subdivision.  The rights to indemnity hereunder shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of the person.  Nothing contained in this section shall affect any right to indemnification to which persons other than the directors and officers may be entitled by contract or otherwise.
"(h)
No indemnification or advance shall be made under this section, except as provided in subdivision (d) or paragraph (4) of subdivision (e), in any circumstance where it appears:
"(1)
That it would be inconsistent with a provision of the articles, bylaws, a resolution of the shareholders, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification.
"(2)
That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.
4
"(i)
A corporation shall have power to purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in that capacity or arising out of the agent's status as such whether or not the corporation would have the power to indemnify the agent against that liability under this section.  The fact that a corporation owns all or a portion of the shares of the company issuing a policy of insurance shall not render this subdivision inapplicable if either of the following conditions are satisfied:
"(1)
if the articles authorize indemnification in excess of that authorized in this section and the insurance provided by this subdivision is limited as indemnification is required to be limited by paragraph (11) of subdivision (a) of Section 204; or
"(2)
(A) the company issuing the insurance policy is organized, licensed, and operated in a manner that complies with the insurance laws and regulations applicable to its jurisdiction of organization, (B) the company issuing the policy provides procedures for processing claims that do not permit that company to be subject to the direct control of the corporation that purchased that policy, and (C) the policy issued provides for some manner of risk sharing between the issuer and purchaser of the policy, on one hand, and some unaffiliated person or persons, on the other, such as by providing for more than one unaffiliated owner of the company issuing the policy or by providing that a portion of the coverage furnished will be obtained from some unaffiliated insurer or reinsurer.
"(j)
This section does not apply to any proceeding against any trustee, investment manager, or other fiduciary of an employee benefit plan in that person's capacity as such, even though the person may also be an agent as defined in subdivision (a) of the employer corporation.  A corporation shall have power to indemnify such a trustee, investment manager, or other fiduciary to the extent permitted by subdivision (f) of Section 207."
The Registrant, with approval of the Registrant's Board of Directors, may obtain directors' and officers' liability insurance.
Item 7.
Exemption from Registration Claimed.
Not applicable.
Item 8.
Exhibits.
The Exhibits required by Item 601 of Regulation S-K, and an index thereto, are attached.
Item 9.
Undertakings.
The undersigned registrant hereby undertakes:
(a)
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b)
That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
5
(c)
To deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.
(d)
That insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santee, California, on April 19, 2011.
SAN WEST, INC.
By
/s/ Frank J. Drechsler
Frank J. Drechsler, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Frank J. Drechsler
Frank J. Drechsler
Chief Executive Officer Chief Financial Officer, Principle Accounting Officer, Secretary and Chairman of the Board
April 19, 2011
/s/ Jesse Gonzales
Jesse Gonzales
Director
April 19, 2011
/s/ Vladimir Cood
Vladimir Cood
Director
April 19, 2011
6
EXHIBIT INDEX
Exhibit No.
Description
4.1
Non-Employee Consultants Retainer Stock Plan for the Year 2011
5
Opinion Re: Legality
23.1
Consent of Accountants
23.2
Consent of Counsel
7
Exhibit 4.1
SAN WEST, INC.
NON-EMPLOYEE CONSULTANTS RETAINER STOCK PLAN
FOR THE YEAR 2010
1.
Introduction
.  This Plan shall be known as the "San West, Inc. Non-Employee Consultants Retainer Stock Plan for the Year 2011" and is hereinafter referred to as the "Plan."  The purposes of this Plan are to enable San West, Inc., a California corporation (the "Company"), to promote the interests of the Company and its stockholders by attracting and retaining non-employee Consultants capable of furthering the future success of the Company and by aligning their economic interests more closely with those of the Company's stockholders, by paying their retainer or fees in the form of shares of the Company's common stock, no par value per share (the "Common Stock").
2.
Definitions
.  The following terms shall have the meanings set forth below:
"Board" means the Board of Directors of the Company.
"Change of Control" has the meaning set forth in Paragraph 12(d) hereof.
"Code" means the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder.  References to any provision of the Code or rule or regulation thereunder shall be deemed to include any amended or successor provision, rule or regulation.
"Committee" means the committee that administers this Plan, as more fully defined in Paragraph 13 hereof.
"Common Stock" has the meaning set forth in Paragraph 1 hereof.
"Company" has the meaning set forth in Paragraph 1 hereof.
"Consultants" means the Company's consultants and advisors only if: (i) they are natural persons; (ii) they provide bona fide services to the Company; and (iii) the services are not in connection with the offer or sale of securities in a capital-raising transaction, and do not directly or indirectly promote or maintain a market for the Company's securities.
"Deferral Election" has the meaning set forth in Paragraph 6 hereof.
"Deferred Stock Account" means a bookkeeping account maintained by the Company for a Participant representing the Participant's interest in the shares credited to such Deferred Stock Account pursuant to Paragraph 7 hereof.
"Delivery Date" has the meaning set forth in Paragraph 6 hereof.
"Director" means an individual who is a member of the Board of Directors of the Company.
"Dividend Equivalent" for a given dividend or other distribution means a number of shares of the Common Stock having a Fair Market Value, as of the record date for such dividend or distribution, equal to the amount of cash, plus the Fair Market Value on the date of distribution of any property, that is distributed with respect to one share of the Common Stock pursuant to such dividend or distribution; such Fair Market Value to be determined by the Committee in good faith.
"Effective Date" has the meaning set forth in Paragraph 3 hereof.
"Exchange Act" has the meaning set forth in Paragraph 12(d) hereof.
1
"Fair Market Value" means the mean between the highest and lowest reported sales prices of the Common Stock on the New York Stock Exchange Composite Tape or, if not listed on such exchange, on any other national securities exchange on which the Common Stock is listed or on The Nasdaq Stock Market, or, if not so listed on any other national securities exchange or The Nasdaq Stock Market, then the average of the bid price of the Common Stock during the last five trading days on the OTC Bulletin Board immediately preceding the last trading day prior to the date with respect to which the Fair Market Value is to be determined.  If the Common Stock is not then publicly traded, then the Fair Market Value of the Common Stock shall be the book value of the Company per share as determined on the last day of March, June, September, or December in any year closest to the date when the determination is to be made.  For the purpose of determining book value hereunder, book value shall be determined by adding as of the applicable date called for herein the capital, surplus, and undivided profits of the Company, and after having deducted any reserves theretofore established; the sum of these items shall be divided by the number of shares of the Common Stock outstanding as of said date, and the quotient thus obtained shall represent the book value of each share of the Common Stock of the Company.
"Participant" has the meaning set forth in Paragraph 4 hereof.
"Payment Time" means the time when a Stock Retainer is payable to a Participant pursuant to Paragraph 5 hereof (without regard to the effect of any Deferral Election).
"Stock Retainer" has the meaning set forth in Paragraph 5 hereof.
"Third Anniversary" has the meaning set forth in Paragraph 6 hereof.
3.
Effective Date of the Plan
.  This Plan was adopted by the Board effective April 19, 2011 (the "Effective Date").
4.
Eligibility
.  Each individual who is a Consultant on the Effective Date and each individual who becomes a Consultant thereafter during the term of this Plan shall be a participant (the "Participant") in this Plan, in each case during such period as such individual remains a Consultant and is not an employee of the Company or any of its subsidiaries.  Each credit of shares of the Common Stock pursuant to this Plan shall be evidenced by a written agreement duly executed and delivered by or on behalf of the Company and a Participant, if such an agreement is required by the Company to assure compliance with all applicable laws and regulations.
5.
Grants of Shares
.  Commencing on the Effective Date, the amount of compensation for service to consultants shall be payable in shares of the Common Stock (the "Stock Retainer") pursuant to this Plan.  The deemed issuance price of shares of the Common Stock subject to each Stock Retainer shall not be less than 85 percent of the Fair Market Value of the Common Stock on the date of the grant.  In the case of any person who owns securities possessing more than ten percent of the combined voting power of all classes of securities of the issuer or its parent or subsidiaries possessing voting power, the deemed issuance price of shares of the Common Stock subject to each Stock Retainer shall be at least 100 percent of the Fair Market Value of the Common Stock on the date of the grant.
6.
Deferral Option
.  From and after the Effective Date, a Participant may make an election (a "Deferral Election") on an annual basis to defer delivery of the Stock Retainer specifying which one of the following ways the Stock Retainer is to be delivered (a) on the date which is three years after the Effective Date for which it was originally payable (the "Third Anniversary"), (b) on the date upon which the Participant ceases to be a Consultant for any reason (the "Departure Date") or (c) in five equal annual installments commencing on the Departure Date (the "Third Anniversary" and "Departure Date" each being referred to herein as a "Delivery Date").  Such Deferral Election shall remain in effect for each Subsequent Year unless changed, provided that, any Deferral Election with respect to a particular Year may not be changed less than six months prior to the beginning of such Year, and provided, further, that no more than one Deferral Election or change thereof may be made in any Year.
2
Any Deferral Election and any change or revocation thereof shall be made by delivering written notice thereof to the Committee no later than six months prior to the beginning of the Year in which it is to be effected; provided that, with respect to the Year beginning on the Effective Date, any Deferral Election or revocation thereof must be delivered no later than the close of business on the 30th day after the Effective Date.
7.
Deferred Stock Accounts
.  The Company shall maintain a Deferred Stock Account for each Participant who makes a Deferral Election to which shall be credited, as of the applicable Payment Time, the number of shares of the Common Stock payable pursuant to the Stock Retainer to which the Deferral Election relates.  So long as any amounts in such Deferred Stock Account have not been delivered to the Participant under Paragraph 8 hereof, each Deferred Stock Account shall be credited as of the payment date for any dividend paid or other distribution made with respect to the Common Stock, with a number of shares of the Common Stock equal to (a) the number of shares of the Common Stock shown in such Deferred Stock Account on the record date for such dividend or distribution multiplied by (b) the Dividend Equivalent for such dividend or distribution.
8.
Delivery of Shares
.
(a)
The shares of the Common Stock in a Participant's Deferred Stock Account with respect to any Stock Retainer for which a Deferral Election has been made (together with dividends attributable to such shares credited to such Deferred Stock Account) shall be delivered in accordance with this Paragraph 8 as soon as practicable after the applicable Delivery Date.  Except with respect to a Deferral Election pursuant to Paragraph 6 hereof, or other agreement between the parties, such shares shall be delivered at one time; provided that, if the number of shares so delivered includes a fractional share, such number shall be rounded to the nearest whole number of shares.  If the Participant has in effect a Deferral Election pursuant to Paragraph 6 hereof, then such shares shall be delivered in five equal annual installments (together with dividends attributable to such shares credited to such Deferred Stock Account), with the first such installment being delivered on the first anniversary of the Delivery Date; provided that, if in order to equalize such installments, fractional shares would have to be delivered, such installments shall be adjusted by rounding to the nearest whole share.  If any such shares are to be delivered after the Participant has died or become legally incompetent, they shall be delivered to the Participant's estate or legal guardian, as the case may be, in accordance with the foregoing; provided that, if the Participant dies with a Deferral Election pursuant to Paragraph 6 hereof in effect, the Committee shall deliver all remaining undelivered shares to the Participant's estate immediately.  References to a Participant in this Plan shall be deemed to refer to the Participant's estate or legal guardian, where appropriate.
(b)
The Company may, but shall not be required to, create a grantor trust or utilize an existing grantor trust (in either case, the "Trust") to assist it in accumulating the shares of the Common Stock needed to fulfill its obligations under this Paragraph 8.  However, Participants shall have no beneficial or other interest in the Trust and the assets thereof, and their rights under this Plan shall be as general creditors of the Company, unaffected by the existence or nonexistence of the Trust, except that deliveries of Stock Retainers to Participants from the Trust shall, to the extent thereof, be treated as satisfying the Company's obligations under this Paragraph 8.
9.
Share Certificates; Voting and Other Rights
.  The certificates for shares delivered to a Participant pursuant to Paragraph 8 above shall be issued in the name of the Participant, and from and after the date of such issuance the Participant shall be entitled to all rights of a stockholder with respect to the Common Stock for all such shares issued in his name, including the right to vote the shares, and the Participant shall receive all dividends and other distributions paid or made with respect thereto.
10.
General Restrictions
.
(a)
Notwithstanding any other provision of this Plan or agreements made pursuant thereto, the Company shall not be required to issue or deliver any certificate or certificates for shares of the Common Stock under this Plan prior to fulfillment of all of the following conditions:
(i)
Listing or approval for listing upon official notice of issuance of such shares on the New York Stock Exchange, Inc., or such other securities exchange as may at the time be a market for the Common Stock;
3
(ii)
Any registration or other qualification of such shares under any state or federal law or regulation, or the maintaining in effect of any such registration or other qualification which the Committee shall, upon the advice of counsel, deem necessary or advisable; and
(iii)
Obtaining any other consent, approval, or permit from any state or federal governmental agency which the Committee shall, after receiving the advice of counsel, determine to be necessary or advisable.
(b)
Nothing contained in this Plan shall prevent the Company from adopting other or additional compensation arrangements for the Participants.
11.
Shares Available
.  Subject to Paragraph 12 below, the maximum number of shares of the Common Stock which may in the aggregate be paid as Stock Retainers pursuant to this Plan is 10,000,000.  Shares of the Common Stock issuable under this Plan may be taken from treasury shares of the Company or purchased on the open market.
12.
Adjustments; Change of Control
.
(a)
In the event that there is, at any time after the Board adopts this Plan, any change in corporate capitalization, such as a stock split, combination of shares, exchange of shares, warrants or rights offering to purchase the Common Stock at a price below its Fair Market Value, reclassification, or recapitalization, or a corporate transaction, such as any merger, consolidation, separation, including a spin-off, stock dividend, or other extraordinary distribution of stock or property of the Company, any reorganization (whether or not such reorganization comes within the definition of such term in Section 368 of the Code) or any partial or complete liquidation of the Company (each of the foregoing a "Transaction"), in each case other than any such Transaction which constitutes a Change of Control (as defined below), (i) the Deferred Stock Accounts shall be credited with the amount and kind of shares or other property which would have been received by a holder of the number of shares of the Common Stock held in such Deferred Stock Account had such shares of the Common Stock been outstanding as of the effectiveness of any such Transaction, (ii) the number and kind of shares or other property subject to this Plan shall likewise be appropriately adjusted to reflect the effectiveness of any such Transaction, and (iii) the Committee shall appropriately adjust any other relevant provisions of this Plan and any such modification by the Committee shall be binding and conclusive on all persons.
(b)
If the shares of the Common Stock credited to the Deferred Stock Accounts are converted pursuant to Paragraph 12(a) into another form of property, references in this Plan to the Common Stock shall be deemed, where appropriate, to refer to such other form of property, with such other modifications as may be required for this Plan to operate in accordance with its purposes.  Without limiting the generality of the foregoing, references to delivery of certificates for shares of the Common Stock shall be deemed to refer to delivery of cash and the incidents of ownership of any other property held in the Deferred Stock Accounts.
(c)
In lieu of the adjustment contemplated by Paragraph 12(a), in the event of a Change of Control, the following shall occur on the date of the Change of Control (i) the shares of the Common Stock held in each Participant's Deferred Stock Account shall be deemed to be issued and outstanding as of the Change of Control; (ii) the Company shall forthwith deliver to each Participant who has a Deferred Stock Account all of the shares of the Common Stock or any other property held in such Participant's Deferred Stock Account; and (iii) this Plan shall be terminated.
(d)
For purposes of this Plan, Change of Control shall mean any of the following events:
(i)
The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 80 percent or more of either (1) the then outstanding shares of the Common Stock of the Company (the "Outstanding Company Common Stock"), or (2) the combined voting power of then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that the following acquisitions shall not constitute a Change of Control (A) any acquisition directly from the Company (excluding an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company), (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (D) any acquisition by any corporation pursuant to a reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the conditions described in clauses (A), (B) and (C) of paragraph (iii) of this Paragraph 12(d) are satisfied; or
4
(ii)
Individuals who, as of the date hereof, constitute the Board of the Company (as of the date hereof, "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or
(iii)
Approval by the stockholders of the Company of a reorganization, merger, binding share exchange or consolidation, unless, following such reorganization, merger, binding share exchange or consolidation (A) more than 60 percent of, respectively, then outstanding shares of common stock of the corporation resulting from such reorganization, merger, binding share exchange or consolidation and the combined voting power of then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger, binding share exchange or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger, binding share exchange or consolidation, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding the Company, any employee benefit plan (or related trust) of the Company or such corporation resulting from such reorganization, merger, binding share exchange or consolidation and any Person beneficially owning, immediately prior to such reorganization, merger, binding share exchange or consolidation, directly or indirectly, 20 percent or more of the Outstanding Company Common Stock or Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, 20 percent or more of, respectively, then outstanding shares of common stock of the corporation resulting from such reorganization, merger, binding share exchange or consolidation or the combined voting power of then outstanding voting securities of such corporation entitled to vote generally in the election of directors, and (C) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger, binding share exchange or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger, binding share exchange or consolidation; or
(iv)
Approval by the stockholders of the Company of (1) a complete liquidation or dissolution of the Company, or (2) the sale or other disposition of all or substantially all of the assets of the Company, other than to a corporation, with respect to which following such sale or other disposition, (A) more than 60 percent of, respectively, then outstanding shares of common stock of such corporation and the combined voting power of then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding the Company and any employee benefit plan (or related trust) of the Company or such corporation and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, 20 percent or more of the Outstanding Company Common Stock or Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, 20 percent or more of, respectively, then outstanding shares of common stock of such corporation and the combined voting power of then outstanding voting securities of such corporation entitled to vote generally in the election of directors, and (C) at least a majority of the members of the board of directors of such corporation were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board providing for such sale or other disposition of assets of the Company.
5
13.
Administration; Amendment and Termination
.
(a)
The Plan shall be administered by the Compensation Committee (the "Committee") of, or appointed by, the Board of Directors of the Company (the "Board").  The Committee shall select one of its members as Chairman and shall act by vote of a majority of a quorum, or by unanimous written consent.  A majority of its members shall constitute a quorum.  The Committee shall be governed by the provisions of the Company's Bylaws and of California law applicable to the Board, except as otherwise provided herein or determined by the Board.  The Committee shall have full and complete authority, in its discretion, but subject to the express provisions of this Plan to administer all aspects of the Plan.  All interpretations and constructions of this Plan by the Committee, and all of its actions hereunder, shall be binding and conclusive on all persons for all purposes.
(b)
The Board may from time to time make such amendments to this Plan, including to preserve or come within any exemption from liability under Section 16(b) of the Exchange Act, as it may deem proper and in the best interest of the Company without further approval of the Company's stockholders, provided that, to the extent required under California law or to qualify transactions under this Plan for exemption under Rule 16b-3 promulgated under the Exchange Act, no amendment to this Plan shall be adopted without further approval of the Company's stockholders and, provided, further, that if and to the extent required for this Plan to comply with Rule 16b-3 promulgated under the Exchange Act, no amendment to this Plan shall be made more than once in any six month period that would change the amount, price or timing of the grants of the Common Stock hereunder other than to comport with changes in the Code, the Employee Retirement Income Security Act of 1974, as amended, or the regulations thereunder.  The Board may terminate this Plan at any time by a vote of a majority of the members thereof.
14.
Term of Plan
.  No shares of the Common Stock shall be issued, unless and until the Directors of the Company have approved this Plan and all other legal requirements have been met.  This Plan was adopted by the Board effective April 19, 2011, and shall expire on April 19, 2021.
15.
Governing Law
.  This Plan and all actions taken thereunder shall be governed by, and construed in accordance with, the laws of the State of California.
16.
Information to Shareholders
.  The Company shall furnish to each of its stockholders financial statements of the Company at least annually.
17.
Miscellaneous
.
(a)
Nothing in this Plan shall be deemed to create any obligation on the part of the Board to nominate any Director for reelection by the Company's stockholders or to limit the rights of the stockholders to remove any Director.
(b)
The Company shall have the right to require, prior to the issuance or delivery of any shares of the Common Stock pursuant to this Plan, that a Participant make arrangements satisfactory to the Committee for the withholding of any taxes required by law to be withheld with respect to the issuance or delivery of such shares, including, without limitation, by the withholding of shares that would otherwise be so issued or delivered, by withholding from any other payment due to the Participant, or by a cash payment to the Company by the Participant.
IN WITNESS WHEREOF, this Plan has been executed effective as of April 19, 2011.
SAN WEST, INC.
By
/s/ Frank J. Drechsler
Frank J. Drechsler, Chief Executive Officer
6
Exhibit 5
Norman T. Reynolds Law Firm
3262 Westheimer Road, Suite 234
Houston, Texas 77098
(713) 503-9411
April 19, 2011
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re:
San West, Inc. – Form S-8
Gentlemen:
We have acted as counsel to San West, Inc., a California corporation (the "Company"), in connection with its Registration Statement on Form S-8 relating to the registration of 10,000,000 shares of its common stock, no par value per share, which are issuable pursuant to the Company's Non-Employee Consultants Retainer Stock Plan for the Year 2011.
In our representation we have examined such documents, corporate records, and other instruments as have been provided to us for the purposes of this opinion, including, but not limited to, the Articles of Incorporation, and all amendments thereto, and Bylaws of the Company.
Based upon and in reliance on the foregoing, and subject to the qualifications and assumptions set forth below, it is our opinion that the Company is duly organized and validly existing as a corporation under the laws of the State of California, and that the shares, when issued and sold, will be validly issued, fully paid, and non-assessable.
Our opinion is limited by and subject to the following:
(a)
In rendering our opinion we have assumed that, at the time of each issuance and sale of the Shares, the Company will be a corporation validly existing and in good standing under the laws of the State of California.
(b)
In our examination of all documents, certificates and records, we have assumed without investigation, the authenticity and completeness of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity and completeness of the originals of all documents submitted to us as copies.  We have also assumed the genuineness of all signatures, the legal capacity of natural persons, the authority of all persons executing documents on behalf of the parties thereto other than the Company, and the due authorization, execution and delivery of all documents by the parties thereto other than the Company.  As to matters of fact material to this opinion, we have relied upon statements and representations of representatives of the Company and of public officials and have assumed the same to have been properly given and to be accurate.
(c)
Our opinion is based solely on and limited to the federal laws of the United States of America and the laws of California (based solely upon our review of a standard compilation thereof).  We express no opinion as to the laws of any other jurisdiction.
Very truly yours,
/s/ Norman T. Reynolds Law Firm
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the inclusion in this Registration Statement on Form S-8 of our report dated April 4, 2011, with respect to the consolidated financial statements of San West, Inc. included in their Annual Report on Form 10-K for the year ended December 31, 2010.
/s/ L.L. Bradford & Company, LLC
Las Vegas, Nevada
April 25, 2011
Exhibit 23.2
Norman T. Reynolds Law Firm
3262 Westheimer Road, Suite 234
Houston, Texas 77098
(713) 503-9411
April 19, 2011
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C.  20549
Re:
San West, Inc. – Form S-8
Gentlemen:
We have acted as counsel to San West, Inc., a California corporation (the "Company"), in connection with its Registration Statement on Form S-8 relating to the registration of 10,000,000 shares of its common stock, no par value per share, which are issuable pursuant to the Company's Non-Employee Consultants Retainer Stock Plan for the Year 2011.
We hereby consent to all references to our firm included in this Registration Statement, including the opinion of legality.
Very truly yours,
/s/ Norman T. Reynolds Law Firm