8-K/A 1 hbsy0824098ka.htm CURRENT REPORT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

____________________________________________________

FORM 8-K/A
Amendment No. 5

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 7, 2009

HUMAN BIOSYSTEMS
(Exact name of registrant as specified in its charter)

California
(State or other jurisdiction of incorporation or organization)

0-28413
(Commission File Number)

77-0481056
(IRS Employer Identification No.)

10350 Mission Gorge Road, Santee, California

(principal executive offices)

92069
(Zip Code)

(714) 724 3355
(Registrant’s telephone number, including area code)

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

¨ Written communications pursuant to Rule 425 under the Securities Act

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

EXPLANATORY NOTE

On April 8, 2009, we filed with the Securities and Exchange Commission a Current Report on Form 8-K. On April 21, 2009, we filed with the Securities and Exchange Commission a Current Report on Form 8-K/A Amendment No. 1. On May 7, 2009, we filed with the Securities and Exchange Commission a Current Report on Form 8-K/A Amendment No. 2. On June 9, 2009, we filed with the Securities and Exchange Commission a Current Report on Form 8-K/A Amendment No. 3. On August 21, 2009, we filed with the Securities and Exchange Commission a Current Report on Form 8K/A Amendment No. 4. This Amendment No. 5 to our Current Report on Form 8-K/A is being filed because we failed to include Exhibit 23.1, Consent of Independent Auditors. The filing of this Form 8-K/A Amendment No. 5, is not an admission that our Form 8-K, or our Form 8-K/A Amendment Nos. 1, 2, 3, and 4 when filed, knowingly included any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading.

Except as described herein, no other changes have been made to our Current Report on Form 8-K or our Form 8-K/A Amendment Nos. 1, 2, 3, and 4. We have not updated the disclosures in this Form 8-K/A Amendment No. 5, to speak as of a later date or to reflect events which occurred at a later date, except as noted.

Item 9.01.

Financial Statements and Exhibits.

(a)

Financial statements of businesses acquired.

See attached.

(b)

Pro forma financial information.

See attached.

(c)

Exhibits.


Exhibit No.	Identification of Exhibits
23.1	Consent of Independent Auditors.

SIGNATURES

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


Date: August 24, 2009	HUMAN BIOSYSTEMS


	By. /s/ Frank J. Drechsler
	Frank J. Drechsler, Chief Executive Officer

__________________________________________________________________________________________________________

UNAUDITED PRO FORMA FINANCIAL INFORMATION

On June 5, 2009 (the “Effective Date”), Human BioSystems, a California corporation (“HBS”), Human BioSystems Acquisition Company, a Nevada corporation (the “Subsidiary”), and San West, Inc., a Nevada corporation (“San West”) closed their Plan and Agreement of Triangular Merger (the “Plan of Merger”). In accordance with the Plan of Merger, San West became a wholly-owned subsidiary of HBS through a merger with the Subsidiary. The San West Stockholders received restricted HBS Common Stock at the rate of 3.16165 shares for each of their 4,136,836 shares issued and outstanding. As a result, HBS issued 13,079,264 restricted shares in exchange for 100 percent of the outstanding capital stock of San West. In addition, 817,454 restricted shares of the HBS Common Stock were issued to Dutchess Advisors, LLC as a finder’s fee. HBS had 4,201,934 shares outstanding as of the Effective Date of the merger. In total 18,098,652 shares are outstanding following the Effective Date of Merger.

HBS intends to carry on the business of San West as our sole line of business. HBS has relocated its principal executive offices to 10350 Mission Gorge Road, Santee, California 92069, and has a telephone number of (714) 724-3355.

The Merger is being accounted for as a “reverse merger”. San West is deemed to be the acquirer in the reverse merger. Consequently, the assets and liabilities and retained deficit of San West prior to the Merger will be reflected in the financial statements. The following unaudited financial information has been developed by application of pro forma adjustments to the historical financial statements of San West, Inc. appearing elsewhere in this Current Report. The unaudited pro forma information gives effect to the Merger which has been assumed to have occurred on March 31, 2009 for purposes of the pro forma balance sheet and as of January 1, 2008 for purposes of the statement of operations for the year ended December 31, 2008 and the three months ended March 31, 2009.

The unaudited pro forma adjustments are based upon available information and certain assumptions, as described in the accompanying notes that we believe are reasonable under the circumstances. The unaudited pro forma financial information is presented for informational purposes only and does not purport to represent what the results of operations or financial position of San West, Inc. would have been had the transactions described above actually occurred on the dates indicated, nor do they purport to project the financial condition of San West, Inc. for any future period or as of any future date. The unaudited pro forma financial information should be read in conjunction with the San West, Inc. financial statements and notes thereto included elsewhere in this Current Report.

The summarized assets and liabilities of the purchased company (Human BioSystems) on June 5, 2009 (“Effective Date”) were as follows:

Notes to pro forma balance sheet adjustments:

Includes 13,079,264 San West shares and the issuance of 1) 2,140,132 shares to HBS shareholders valued at $0.15 per share on the Effective Date of the merger, 2) 817,454 shares to Dutchess as a finder’s fee also valued at $0.15 per share, 3) 520,000 shares issued for $26,000, 4) 3,975 shares issued pre merger and outstanding post merger valued at $0.15 per share and 5) 1,537,825 shares issued on the European exchange valued at $0.15 per share.

Represents the value of all patents, know how, data, technical papers and the shares owned in Environmental BioMass Energy. Pursuant to the Plan of Merger, these assets in addition to the net fixed assets of $71,400 above will transfer to certain parties in satisfaction of 100% of Human BioSystem's liabilities to said parties which is reflected in the entire balance captioned above as "Loans from shareholders". Said transfer is to occur six months after the Effective Date of the merger provided that during the first six months from the Effective Date of the merger HBS is unable to sell said assets to any non affiliated third party. Sale of said assets is not expected to occur. Thus, the assets are valued equivalent to the consideration provided or the value of HBS liabilities to HBS shareholders.

Represents penalties and interest on the November 2006 promissory note to Dutchess Private Equities L.P.. HBS, its subsidiaries and San West executed an Amendment to the Finance Documents on June 11, 2009 whereby the balance owing to Dutchess was acknowledged to be $650,000 and the terms and conditions of all previously executed documents is to remain unchanged and in force.

Notes to statement of operations proforma adjustments:

As of December 31, 2008, 5,558,136 pre merger weighted average or 17,572,928 post merger shares were outstanding.

5,019,386 shares is comprised of: 1) 2,140,132 to HBS shareholders, 2) 817,454 to Dutchess for finder’s fee, 3) 420,000 to Vladimir Cood, 4) 100,000 to Addison Brown, 5) 3,975 to Robert Lanz, and 6) 1,537,825 of outstanding Reg S shares.

As of March 31, 2009, 4,827,058 pre merger weighted average or 15,261,511 post merger shares were outstanding. In addition, 780,680 weighted average shares were issuable upon conversion of a convertible promissory note dated February 13, 2009 to Troy Flowers. 13,079,264 shares were issued for 4,136,836 or 100% of the pre merger issued and outstanding shares of San West, Inc. The weighted average shares are higher than the actual shares due to the exchange of 2.5 million previously issued shares for a $100,000 promissory note on February 13, 2009. The 2.5m shares were canceled prior to the merger.

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the use of our report dated August 11, 2009 with respect to the financial statements of San West, Inc. as of December 31, 2008 and 2007, and the period from July 26, 2001 (inception) to December 31, 2008, included in the Current Report on Form 8-K/A filed by San West, Inc. dated August 24, 2009.

/s/ The Blackwing Group, LLC.

Independence, Missouri

August 21, 2009