Health & Fitness
Health and Fitness
Health and Fitness
Wed, July 15, 2009
Tue, July 14, 2009
Mon, July 13, 2009
Fri, July 10, 2009
Thu, July 9, 2009 San West Motorsports: San West, Inc. Completes Reverse Merger Transaction With Human BioSystems, Inc.
SAN DIEGO, CA--(Marketwire - July 9, 2009) - San West, Inc. announced that it has completed a reverse merger transaction with Human BioSystems (
San West, Inc., the Company's wholly owned operating subsidiary, is engaged in the sales and service of recreational power sports vehicles. At present, the Company operates two stores in southern California.
"We are very pleased to become a public company. The completion of this transaction enables us to broaden our investor base, create a liquid market for our stock, and financially support the accelerated growth of our business as we strive to become a leader in the recreational power sports market. We see this merger as an important milestone in achieving the goals we have laid out for our company over the next 12 to 24 months and have now begun our next phase of growth," said Mr. Frank Drechsler, Chief Executive Officer of San West, Inc.
In accordance with the Plan of Merger, San West became a wholly owned subsidiary of Human BioSystems through a merger with the Subsidiary, and the San West Stockholders received 3 shares of the Human BioSystems Common Stock for each issued and outstanding share of San West Common Stock. As a result, at the Effective Date, in exchange for 100 percent of the outstanding capital stock of San West, the San West Stockholders received 13,079,264 shares of the Human BioSystems Common Stock, which represents approximately 72.26 percent of the Human BioSystems Common Stock following the Merger.
The Merger is being accounted for as a "reverse merger," as the stockholders of San West own a majority of the outstanding shares of Human BioSystems Common Stock immediately following the Merger. San West is deemed to be the acquirer in the reverse merger. Consequently, the assets and liabilities and the historical operations of San West prior to the Merger will be reflected in the financial statements and will be recorded at the historical cost basis of San West.
Our consolidated financial statements after completion of the Merger will include the assets and liabilities of both Human BioSystems and San West, historical operations of San West and our Human BioSystems operations from the Effective Date of the Merger.
As a result of the issuance of the shares of our Human BioSystems Common Stock pursuant to the Merger, a change in control of Human BioSystems occurred on the Effective Date of the Merger. Except as described herein, no arrangements or understandings exist among present or former controlling stockholders with respect to the election of members of our board of directors and, to our knowledge, no other arrangements exist that might result in a future change of control of Human BioSystems.
Human BioSystems, for the foreseeable future, will continue to be a "smaller reporting company," as defined under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), following the Merger.
Additional information with regard to the reverse merger transaction can be found on the Company's Form 8-K filed with the Securities and Exchange Commission on December 31, 2008.
About San West, Inc.
San West, Inc. designs and manufactures after-market performance parts and accessories for buggies built in China for the U.S. market. In August 2008, the Company acquired California-based Buggy World, an exclusive authorized sales, service and parts distributor. Buggy World provides products and services to the off-road industry through a dedicated retail network and the Internet. Well-known brands in Buggy World's product line include Volkswagen, Subaru, Fox Racing Shox, Redline, Force Tek, BMS and Joyner. Vehicle prices range from $1,400 to $45,000 for family and sport buggies and $90,000 for high performance sand rails. In 2008, Buggy World generated sales of $1.685 million and produced 30% profit margins. The Company anticipates growing both of these numbers substantially in 2009.
The average stock utility terrain vehicle (UTV) offered by competing manufacturers is priced at roughly $10,000 and requires at least $5,000 in aftermarket upgrades. San West markets its vehicles through two facilities in California (San Diego and Fallbrook, California) and online. The Company was incorporated in July 2001. For more information about San West, Inc. go to [ http://www.sanwestinc.com ].
For information about Buggy World and its products please visit [ www.buggyworld.net ] and [ http://stores.ebay.com/BuggyWorld-8770 ].
Forward-Looking Statements:
Certain statements contained herein are "forward-looking" statements (as defined -- Private Securities Litigation Reform Act of 1995). Human BioSystems, Inc. cautions that the statements made in this press release constitute forward-looking statements, and no guarantees of future performance and the actual results or developments may differ materially from the projections in the forward-looking statements. Forward-looking statements are based on estimates and opinions of management at the time the statements are made.
