SECURITIES & EXCHANGE COMMISSION EDGAR FILING
AYTU BIOSCIENCE, INC
Form: 10-K
Date Filed: 2011-11-29
Corporate Issuer CIK: 1385818
© Copyright 2018, Issuer Direct Corporation. All Right Reserved. Distribution of this document is strictly prohibited, subject to the terms of use.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-K
☑ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For Fiscal Year Ended August 31, 2011
Commission File Number 000-53121
ROSEWIND CORPORATION
(Exact name of registrant as specified in its charter)
COLORADO
(State or other jurisdiction of
incorporation or organization)
16200 WCR 18E, Loveland, Colorado
(Address of principal executive offices)
47-0883144
(I.R.S. Employer Identification No.)
80537
(Zip code)
(970) 635-0346
(Registrant's telephone number, including area code)
Securities Registered under Section 12(b) of the Exchange Act:
None
Securities Registered under Section 12(g) of the Exchange Act:
Common Stock, no par value
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ❑
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the
best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ☑
State issuer’s revenues for the most recent fiscal year: $-0-
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ❑ No ☑
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ❑ Accelerated filer ❑
Non-accelerated filer ❑
Smaller reporting company
☑
The aggregate market value of the voting stock held by non-affiliates (3,033,909 shares of no par value Common Stock) was $ 1,061,868 as of October 13,
2011. The stock price for computation purposes was $ 0.35 per share, based on the fact that the final trade for the Registrant’s Common Shares on the OTCBB
on October 19, 2011 was at $ 0.35 per share. The value is not intended to be a representation as to the value or worth of the Registrant’s shares of Common
Stock. The number of shares of non-affiliates of the Registrant has been calculated by subtracting shares held by persons affiliated with the Registrant from
outstanding shares.
The number of shares outstanding of the Registrant’s Common Stock as of the latest practicable date, November 8, 2011 was: 4,774,568 shares.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
ROSEWIND CORPORATION
(A Development Stage Company)
FORM 10-K FOR THE YEAR ENDED AUGUST 31, 2011
TABLE OF CONTENTS
Description of Business
Description of Property
Legal Proceedings
Submission of Matters to a Vote of Security Holders
PART I
PART II
Market for Common Equity and Related Stockholder Matters
Management’s Discussion and Analysis or Plan of Operation
Financial Statements
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Contols and Procedures
Other Information
PART III
Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management And Related Stockholder Matters
Certain Relationships and Related Transactions
Exhibits
Principal Accountant Fees and Services
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Item 1.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Item 8.
Item 8A.
Item 8B.
Item 9.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
PART I.
ITEM 1. DESCRIPTION OF BUSINESS
Company History
We were originally organized under the laws of the State of Colorado on August 9, 2002.
In March 2005, we adopted the current focus of our business, which is the development of an offshore sailing school with initial operations in the vicinity of the
Great Barrier Reef of Australia. Rosewind Corporation’s mission is to train novice sailors to voyage offshore with safety and confidence. During 2005 and 2006,
we purchased a sailing vessel located in Florida from our President, James Wiegand, in exchange for shares of our common stock. Michael Wiegand, who is our
President’s son, refitted the vessel and sailed single-handed to Australia to open the school where conditions are near-optimum. He was compensated with
shares of our common stock for the value of his work as our captain.
We have borrowed money from our President and we have conducted a private placement, an IPO, and multiple follow up private placements to provide funds to
start our business and upgraded our vessel and its equipment.
Our vessel has just three usable berths while at sea. We plan to generate revenue from our sailing school, utilizing our vessel on offshore voyages to intensely
train up to two students. While our business model indicates we can achieve a positive cash flow if we sell and deliver, each quarter, six one week voyages with
two students training on each voyage, we have not achieved that goal.
We have placed classified advertising in sailing magazines, mailed our brochure and conducted telephone sales to book students from our office in
Colorado. We have been attempting to generate revenue from students since February 2008, but as of August 31, 2011 and the date of this report we have
trained one student on a two week voyage during early June of 2008 and second student on a one week voyage during April of 2009.
Securing and maintaining any licenses that may be deemed necessary by any governmental jurisdiction for commercial use of our sailing vessel will be
expensive and time consuming. In the event we are unable or unwilling to comply, we could be forced to abandon efforts to secure licenses. This and numerous
additional factors may delay or prevent us from generating revenue from our vessel and planned operations and our cash reserves could be depleted. An
unfavorable outcome in connection with these and other risks is possible, however we are not presently able to predict the out come.
Principal Services and their Markets
The Company’s mission is to teach offshore sailing. Our philosophy is that people learn to sail across oceans best by direct experience. The “learn by doing
experience” will enable the successful graduate to enjoy offshore cruising at a reduced level of risk by methodically preparing themselves and their boat.
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Our unique curriculum consists of a fast track experience for up to two student sailors who will voyage for a week or more. Topics covered will include:
Ÿ Marine Environment and Safety at Sea
Ÿ Life Rafts and Ditch Bags
Ÿ Medical Preparedness and First Aid
Ÿ Features of Offshore Capable Vessels
Ÿ Rigging and Deck Gear
Ÿ Tools, Mechanical and Electrical Skills
Ÿ Sails, Rope work and Sewing
Ÿ Sail Handling
Ÿ 12 Volt Electrical Systems
Ÿ Boat Electronics, Instruments, Radio and Radar
Ÿ Auxiliary Diesel Maintenance and Repair
Ÿ Heavy Weather Seamanship
Ÿ Weather, Pilot Charts and Navigation
Ÿ Passagemaking
Ÿ Boat Maintenance, Provisioning and Waste Disposal
Ÿ Ships Papers, Zarpes and Permits
The tuition is US$1,750 per person, all inclusive. Students must provide their own air fare to and from the boat and must further provide their own clothing and
personal safety equipment.
Marketing of our Service
Our President will book students and deposit prepaid tuition or deposits into the company’s bank account. He will utilize classified advertisements in sailing
magazines to generate phone calls from potential students. We then mail a two page brochure, “crew data sheet” and a custom letter to prospective students.
We have posted our brochure on our website: www.rosewindsailanddive.com
Competition
We may face competition from other companies that advertise in the classified section of sailing magazines for the limited number of potential students. We have
not done any study of the training programs offered by other companies or informally by individual boat owners. We face competition from sailing schools or
individual boat owners offering larger and newer vessels, more experienced staff, greater business experience and asset and liability insurance, We have none
of these resources. In addition, we face competition based on numerous factors including marketing and sales capability from larger companies. We have only
limited experience in these areas at this time and therefore we are at a competitive disadvantage.
Intellectual Property
We have no intellectual property.
Governmental Regulation
While at sea we are not subject to governmental regulation beyond the documentation of our vessel and registration of its radio. In the event that any portion of
our shore based activities, consisting primarily of logistics, student rendevous and vessel maintenance were found to be in violation of the regulations of a
country whose waters of port facilities we utilize, we may be forced to relocate, undergo delays and/or incur significant expenses in connection with licensing
requirements or fines. We could be forced to suspend operations or face the impoundment of our vessel. We cannot assure you that in the future we will apply
for or successfully obtain regulatory approvals.
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
ENVIRONMENT
We believe that our operations comply in all material respects with applicable laws and regulations concerning the environment. While it is impossible to predict
accurately the future costs associated with environmental compliance and potential remediation activities, compliance with environmental laws is not expected to
require significant capital expenditures. As of the date of this report the waste holding tank on our vessel is inoperative and awaiting repair or replacement. This
is not expected to have, a material adverse effect on our planned revenue or competitive position.
PRODUCT LIABILITY
Our service exposes the Company to liability claims by students and others. The company has only limited liability insurance. Any claim not covered by our
policy could have a material adverse effect on our financial condition.
OUR FACILITIES
We conduct company administration, logistics and marketing from our US offices. We have no permanent base for our sailing vessel which is presently located in
Port Townsend, Washington. Communication with our vessel is by High Frequency HAM radio or satellite phone while at sea and by land telephone, cell phone,
fax or internet, as available, while in port.
The following data includes our vessel’s size, age and other data extracted from the “Report of Survey.”
Vessel Name
Hailing Port
Make/Model
Type
Navigation Limits
Current Fair market Value
Replacement Value as Equipped
Model Year
Builder
HIN Number
Official Number
Aux. Propulsion
Hull/Deck Color
LOA
LWL
Beam
Draft
Displacement
Sail Area
Other vessel equipment includes:
Six String
Loveland, Colorado
Jason 35 Cutter
Aft cockpit, cutter rigged sailing vessel
Suitable for recreational costal and offshore service
$43,000 to $47,000
$320,000
Hull constructed 1982 with launch date in 1986
Custom Yacht Builders, Ontario, Canada
Canadian Issued: 0781B3401
Federal Documentation 1092461
Yanmar Deisel-new in 2005
White
34 feet 6 inches
27 feet 4 inches
11 feet 2 inches
5 feet
16,800 pounds dry weight
634 square feet, Cutter rigged
Propane stove and oven, drip-pot diesel cabin heater, 120VAC/12DC electrical system, RIB tender with outboard, navigational equipment, charts and reference
library.
SEASONALITY
Our business is materially affected by seasonal factors, including tropical storms, cyclones and hurricanes, which generally occur during the summer and fall
seasons. We may relocate or curtail operations to reduce the risks associated with these and other violent weather phenomena.
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EMPLOYEES
As of August 31, 2011 we have two employees.
RISKS RELATED TO OUR BUSINESS
OUR PRIMARY ASSET, OUTSIDE OF CASH HELD IN BANKS , IS OUR VESSEL WHICH IS LOCATED IN PORT TOWNSEND, WASHINGTON.
PURCHASERS OF OUR SECURITIES SHOULD CONSIDER THAT ASSETS LOCATED IN A FOREIGN JURISDICTION ARE NOT RECOVERABLE TO THE
SAME EXTENT THAT THOSE SAME ASSETS WOULD BE RECOVERABLE IF LOCATED WITHIN THE JURISDICTION OF THE UNITED STATES.
In the event that a court or other governmental authority located in the United States should issue a writ to recover our vessel located in Mexico, Canada or other
foreign jurisdiction, for the benefit of any party, a significant difficulty would arise in enforcing such recovery. In the event that our vessel proves unrecoverable,
the company will suffer a major financial loss and investors will lose all money invested in our stock.
WE INTEND TO UTILIZE OUR U.S. COAST GUARD DOCUMENTED VESSEL TO TRAIN STUDENTS OF OUR SAILING SCHOOL. WE HAVE IDENTIFIED,
AND WE ARE IN COMPLIANCE WITH, THE APPLICABLE DOCUMENTATION AND REGISTRATION REQUIREMENTS OF THE U.S. COAST GUARD AND
THE FEDERAL COMMUNICATIONS COMMISSION.
The documents and registrations we now have are believed sufficient. We have had discussions with the Coast Guard to verify that our students will be
considered as crew on our US Coast Guard Documented vessel while in passage from a port in one foreign country to a port in a different foreign country. Under
US Coast Guard policy, we need not obtain any additional foreign certification or licensing on our vessel to undertake this type of passage with student crew
aboard. We have no present plan, and there is no foreseeable future need to apply to any foreign government for any type of document, registration, certification,
or license, commercial or otherwise for our vessel. Securing and maintaining any additional licenses, should such be deemed necessary by any governmental
jurisdiction for commercial use of our sailing vessel will be expensive and time consuming. Should this or any related, but presently unforeseen, requirement
significantly delay or prevent us from generating revenue from our vessel and planned operations, then our cash reserves could become significantly depleted.
An unfavorable outcome in connection with these risks will likely cause an investor to lose his entire investment.
SINCE WE HAVE LIMITED REVENUES AND OUR COMPANY IS NEW AND HAS ONLY RECENTLY COMENCED PLANNED OPERATIONS, WE WILL NOT
BE ABLE TO GENERATE SIGNIFICANT REVENUE IN THE NEAR FUTURE. FURTHER, THERE IS NO ASSURANCE THAT WE WILL EVER GENERATE
SIGNIFICANT REVENUE. WE HAVE NOT GENERATED SIGNIFICANT REVENUE SINCE INCEPTION AND WE HAVE EXPERIANCED LOSSES SINCE
INCEPTION. FAILURE TO GENERATE SUFFICIENT REVENUE TO PAY EXPENSES AS THEY COME DUE WILL RESULT IN THE FAILURE OF OUR
COMPANY AND THE COMPLETE LOSS OF ANY MONEY INVESTED TO PURCHASE OUR SHARES.
We estimate that our present cash is sufficient to sustain our business for a maximum of two months from the date of this report. Should student revenues not
materialize as planned our business will need to find sources of cash to sustain operations. In the event that we are unable to find sufficient cash to sustain
operations we would be forced to close our business and any investment in our shares would be a total loss.
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
AS A PUBLIC COMPANY, OUR FUTURE COST OF DOING BUSINESS WILL LIKELY INCREASE BECAUSE OF NECESSARY EXPENSES WHICH
INCLUDE, BUT ARE NOT LIMITED TO, ANNUAL AUDITS, LEGAL COSTS, SEC REPORTING COSTS, COSTS OF A TRANSFER AGENT AND THE COSTS
ASSOCIATED WITH FEES AND COMPLIANCE. FURTHER, OUR MANAGEMENT MAY NEED TO INVEST SIGNIFICANT TIME AND ENERGY TO STAY
CURRENT WITH THE PUBLIC COMPANY RESPOSIBILITIES OF OUR BUSINESS AND WILL THEREFORE HAVE LITTLE TIME AVAILABLE TO APPLY TO
OTHER TASKS NECESSARY TO OUR SURVIVAL. IT IS POSSIBLE THAT THE BURDEN OF OPERATING AS A PUBLIC COMPANY WILL CAUSE US TO
FAIL TO ACHIEVE PROFITABLILITY. IF WE EXHAUST OUR FUNDS, OUR BUSINESS WILL FAIL AND OUR INVESTORS WILL LOOSE ALL MONEY
INVESTED IN OUR STOCK.
We estimate that remaining a public company will cost us in excess of $25,000 annually. This is in addition to all of the other cost of doing business. Therefore, it
is essential that we grow our business rapidly to achieve profits and maintain adequate cash flow to pay the cost of remaining public. If we fail to pay public
company costs, as such costs are incurred, we will become delinquent in our reporting obligations and our shares may no longer remain qualified for quotation
on a public market.
WE ARE AT AN EARLY STAGE OF DEVELOPMENT. WE HAVE BEGUN TO MARKET BUT HAVE NOT YET GENERATED SIGNIFICANT REVENUES. IF
WE ARE UNSUCCESSFUL IN MARKETING OUR SERVICE, OUR SECURITIES MAY BE ILLIQUID OR WORTHLESS.
Our operations to date have consisted primarily of acquiring, refitting and relocating our sailing vessel. An ongoing commitment of substantial resources to refit
and maintain our vessel with safety equipment is required to operate as a training vessel . We do not know if we will be able to complete these tasks. We
have located only one paying students for training aboard our vessel. Accordingly, we do not know if and when we will generate significant revenue. Because of
these uncertainties, we might never generate enough revenue to allow shareholders to recoup and profit from their investment.
SINCE WE HAVE A HISTORY OF OPERATING LOSSES AND EXPECT EXPENSES AND LOSSES TO INCREASE IN THE NEAR TERM, WE DO NOT
KNOW IF WE WILL EVER BECOME PROFITABLE OR THAT OUR INVESTORS WILL EVER RECOUP OR PROFIT FROM THEIR INVESTMENT IN OUR
SHARES.
From the date of incorporation to August 31, 2011, our accumulated losses are $ 451,211. Since inception we have earned no significant revenues. We expect
expenses and losses to increase in the near term as we fund yacht maintenance, yacht upgrades and incur general and administrative and marketing expenses.
We expect to continue to incur substantial operating losses unless and until sailing school operations generate sufficient revenues to fund continuing operations.
As a result, investors might never recoup their investment or profit from their investment in our shares.
SINCE OUR SUCCESS IS DEPENDENT ON COMPLETION OF KEY TASKS INCLUDING MARKETING AND THE INTRODUCTION OF OUR SERVICES
INTO A LIMITED AND SPECIALIZED MARKET, AND SINCE WE HAVE EXPERIENCE SETBACKS AND DISAPPOINTING RESULTS TO DATE , WE DO NOT
KNOW IF WE WILL BE ABLE TO COMPLETE OUR KEY TASKS .
The actual results, if any, of marketing efforts and planned operations are difficult to predict and will vary dramatically due to factors we cannot presently control
or predict. These factors could include, the world economy, weather, political instability, health risks in countries where students of the sailing school are required
to rendezvous with our yacht, fluctuations in the value of local currency and fluctuations in availability of port facilities, airline fares, diesel fuel, repair parts,
skilled technicians and various other factors potentially detrimental to planned operations that may arise without notice. Loss of the services of our President
could force operations to be delayed or suspended. Our failure to achieve marketing and operational objectives will mean that investors will not be able to recoup
their investment or to receive a profit on their investment.
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
WE WILL CONTINUE TO REQUIRE SUBSTANTIAL ADDITIONAL FUNDS FOR GENERAL AND ADMINISTRATIVE, REPAIRS, TRAVEL, SUPPLIES AND
MARKETING COSTS. WE MIGHT NOT BE ABLE TO OBTAIN ADDITIONAL FUNDING ON ACCEPTABLE TERMS, IF AT ALL. WITHOUT ADDITIONAL
FUNDING, WE WILL FAIL.
We will require substantial additional funds to achieve self-sustaining operation of our sailing school. We may seek further funding through public or private
equity or debt financings, collaborative arrangements with sailboat charter groups or agents or from other sources. Further equity financings may substantially
dilute shareholders' investment in our shares. If we cannot obtain the required additional funding, then investors will not be able to recoup their investment or to
profit from their investment.
In addition, we have limited experience in marketing and sales and we intend to develop only a very limit sales and marketing infrastructure to commercialize our
service.
SINCE WE HAVE ONLY ONE DIRECTOR WHO ALSO SERVES AS OUR PRESIDENT, CHIEF FINANCIAL OFFICER AND SECRETARY, DECISIONS
WHICH AFFECT THE COMPANY WILL BE MADE BY ONLY ONE INDIVIDUAL. FURTHER, THE SON OF OUR SOLE DIRECTOR, PRESIDENT, CHIEF
FINANCIAL OFFICER AND SECRETARY, IS A SHAREHOLDER AND HAS SERVED AS OUR CAPTAIN. IT IS LIKELY THAT CONFLICTS OF INTEREST
WILL ARISE IN THE DAY TO DAY OPERATION OF OUR BUSINESS. SUCH CONFLICTS, IF NOT PROPERLY RESOLVED, COULD HAVE A MATERIAL
NEGATIVE IMPACT ON OUR BUSINESS.
In the past, the company has issued shares for cash, assets and services at prices which were solely determined by James B. Wiegand. At that time, James B.
Wiegand made a determination of both the value of services and assets exchanged for our shares, and, as well, the price per share used as compensation.
Transactions of this nature were made at less than arms length and without input from a non-interested third party. Future transactions of a like nature could
dilute the percentage ownership of the company represented by shares of an individual investor. While the company believes its past transactions were
appropriate, and plans to act in good faith in the future, an investor in our shares will have no ability to alter such transactions as they may occur in the future
and, further, may not be consulted by the company in advance of any such transactions. An investor who is unwilling to endure such dilution should not purchase
our shares.
THE LAWS WHICH GOVERN MERGER TRANSACTIONS PROVIDE THAT SINCE OUR SOLE DIRECTOR AND OFFICER AND SIGNIFICANT
SHAREHOLDERS TOGETHER OWN OVER 50% OF OUR OUTSTANDING SHARES, WE MAY ENTER INTO A SHARE EXCHANGE, REVERSE MERGER
OR OTHER SIMILAR TRANSACTION WITH A PRIVATE COMPANY IN AN UNRELATED BUSINESS WITHOUT THE PRIOR APPROVAL OF UNAFFILIATED
SHAREHOLDERS.
The various securities laws applicable to our company, our management may elect to enter and consummate a transaction to enter a new business. In that
event, our shareholders would likely receive only an information statement with certain disclosures as required by law and would likely not be in a position to
approve or disapprove the transaction. Investors who are unwilling to accept the uncertainty of new management, a new business plan, likely dilution and all the
numerous related uncertainties that may materialize in the event such a transaction is consummated, should not purchase our shares.
Management has no present plan to alter it’s business plan and/or enter such a transaction.
WE DEPEND UPON OUR KEY PERSONNEL AND THEY WOULD BE DIFFICULT TO REPLACE.
We believe that our success will depend on the continued involvement of our senior management, i.e. our President, James B. Wiegand, who is involved in other
business activities and with whom we have no written employment agreement. If our President proves unwilling or unable to continue to serve then operations
together with administrative functions and SEC reporting could be restricted or delayed. Further, our Captain, Michael Wiegand, who is the son of our President,
has no written employment contract with the Company and, as of the date of this report, has determined that he will not be available to assist with vessel
maintenance or student training for the forseeabe future. In light of the facts that it is presently off season in the Pacific Northwest and Canada, our vessel is
generally well maintained, student load has been and may remain well below projections, there may be no adverse effects on revenue. As required, our
President may replace or stand in as captain in connection with vessel maintenance or to conduct one or more training voyages. If we are unable to adapt, our
business may suffer and investors would likely lose all money invested.
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
RISKS RELATED TO OUR INDUSTRY
SHAREHOLDERS RISK THAT WE WILL BE UNABLE TO SUCCESSFULLY MARKET OUR SERVICE. WE HAVE NOT YET ESTABLISHED THAT OUR
SERVICE WILL BE SAFE, EFFECTIVE OR ACCEPTED IN THE MARKET.
The training of offshore sailors is a niche market of undefined size and our mission to serve this market is likely to meet with slow acceptance and minimal sales.
As of the date of this report, we have trained only two students. The students responded to our classified advertisement . Our first student provided us with a
handwritten letter of recommendation and we now provide prospective students with a copy of his letter and related editorial coverage that ran in a sailing
magazine. We are presently evaluating options to increase our student bookings. These include land based seminars, expansion of on board dive facilities, better
use of the internet to recruit students. We are exposed to the dangers of bad weather, commercial ship traffic and numerous other risks inherent in voyaging
across oceans in a small boat. Our vessel could be disabled, damaged or lost at sea. A student or staff member could be injured or lost at sea in spite of
precautions. In the event our company fails to increase student revenue or encounters a serious and sustained problem with its operations or staffing,
shareholders would likely lose their entire investment
WE INTEND TO UTILIZE OUR VESSEL TO TRAIN STUDENTS OF OUR SAILING SCHOOL BUT WE HAVE NOT YET IDENTIFIED OR ATTEMPTED TO
COMPLY WITH ANY APPLICABLE CERTIFICATION OR LICENSING REQUIREMENTS OF ANY JURISDICTION.
Securing and maintaining licenses deemed necessary by any governmental jurisdiction for commercial use of our sailing vessel will be expensive and time
consuming. Should this or any related requirement significantly delay or prevent us from generating revenue from our vessel and planned operations, then our
cash reserves could be depleted. An unfavorable outcome in connection with this risk is possible, however we will not be in a position to predict the outcome. In
the event we are unable to comply, we could be forced to abandon efforts to secure licenses and certifications. A significantly unfavorable and continuing
outcome in connection with these risks will likely cause an investor to lose his entire investment.
REGULATORY AND LOCAL ADMINISTRATIVE AUTHORITIES HAVE THE POWER TO INTRODUCE NEW REGULATIOINS THAT REQUIRE ADDITIONAL,
AND POTENTIALLY EXPENSIVE COMPLIANCE. SINCE WE HAVE ONLY LIMITED EXPERIEANCE WITH OUR SERVICE, WE MIGHT BE UNABLE OR
UNWILLING TO COMPLY WITH SUCH NEW REGULATON.
Changes in existing regulations, the adoption of new regulations or the erratic enforcement of or reinterpretation of existing statute could adversely affect the
development and marketing of our service. Since we have limited operating history, government regulation could cause unexpected delays and adversely impact
our business in areas where our inexperience might lead to failure in complying with applicable requirements. Such failure to comply might also result in criminal
prosecution, civil penalties, recall or seizure of our vessel, or partial or total suspension of operations. Any of these penalties could delay or prevent the
promotion, marketing or sale of our service. We have neither legal, lobbying or other resources to favorably alter the course of such developments, and should
they occur, shareholders would likely lose their entire investment.
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
IF OUR COMPETITORS SUCCEED IN DEVELOPING COMPETING SERVICES EARLIER THAN WE DO, IN OBTAINING REGULATORY APPROVALS THAT
MAY BECOME MANDANTORY FOR SUCH SERVICES MORE RAPIDLY THAN WE DO, OR IN DEVELOPING SERVICES THAT ARE MORE EFFECTIVE
OR LESS EXPENSIVE THAN THE SERVICES WE DEVELOP, WE WILL HAVE DIFFICULTY COMPETING WITH THEM.
We have expended significant financial resources to develop services. Thus far our efforts have proved unsuccessful in the marketplace. Our future success
depends on our ability to timely identify new market trends and develop, introduce and support new and enhanced services on a successful and timely basis. We
might not be successful in developing or introducing our services.
EVEN IF WE CONTINUE TO EXPEND THE FUNDS NECESSARY TO MAINTAIN OUR YACHT TO THE HIGH STANDARD NECESSARY FOR SAFETY AT
SEA, AND EVEN IF CAPABLE PERSONNEL ARE AVAILABLE , WE HAVE NOT YET DEMONSTRATED SIGNIFICANT MARKET ACCEPTANCE AND OUR
SERVICE MIGHT NOT GAIN MEANINGFUL MARKET ACCEPTANCE AMONG THE POSSIBLY LIMITED NUMBER OF PEOPLE WHO WANT TO LEARN TO
VOYAGE UNDER SAIL.
The degree of market acceptance will depend on a number of factors, including:
Ÿ
Ÿ
Ÿ
Ÿ
Ÿ
demonstration of the efficacy and safety of our training methods and planned curriculum;
cost-effectiveness;
potential advantages of alternative sailing schools which may offer similar opportunities;
the effectiveness of marketing through classified advertisements.
achieving market acceptance of our hands-on approach to the training of sailors.
OUR YACHT AND ALL COMPANY OPERATIONS ARE PRESENTLY UNDER-INSURED AND WILL CONTINUE TO BE UNDER-INSURED AND THUS WE
ARE, AND WILL REMAIN, EXPOSED TO UNLIMITED POTENTIAL LIABILITY RISKS FROM CLIENTS, STAFF OR OTHERS.
Our planned sailing school operations create a risk of liability for injury or loss of life of participants. We manage our liability risks by following the proper
protocols of good seamanship. We presently operate with only limited liability, asset loss or damage insurance. Upgraded insurance coverage is expensive and
difficult to obtain. In the future, insurance coverage will likely not be available to us on acceptable terms, if at all. Further, without upgraded insurance our
marketing efforts may not succeed and we may be barred from operating from otherwise available ports. As we are unable to obtain sufficient insurance
coverage on reasonable terms or to otherwise protect against potential liability claims we might not be able to commercialize our sailing school. If we face a
future liability claim or loss of our under-insured yacht, we will suffer a material adverse effect on our financial condition and our investors would lose their entire
investment.
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
ITEM 2. DESCRIPTION OF PROPERTY
DESCRIPTION OF PROPERTY
We currently maintain office space of approximately 200 square feet located at 16200 WCR 18E, Loveland, Colorado, 80537, in the home office of our President
at a monthly rate of $100 pursuant to verbal agreement. Rent is contributed. We do not foresee a need for additional space.
ITEM 3. LEGAL PROCEEDINGS
There is no litigation or regulatory proceeding pending or threatened by or against us.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
During February, 2011 shareholders ratified an increase in authored shares of our common stock from 50,000,000 shares to 300,000,000 shares.
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
MARKET INFORMATION
As of August 31, 2011 our Common Stock was quoted on the OTCBB operated by FINRA. Few market makers continue to participate in the OTCBB system
because of high fees charged by FINRA. As of the date of this report the sole market maker quoting our shares on the OTCBB system is no longer posting a
quotation for our shares. Consequently, as of the date of this report, our shares are quoted by several market makers on the OTCQB, operated by OTC Markets.
The criteria for listing on either the OTCBB or OTCQB are similar and include that we remain current in our SEC reporting. Our reporting is presently current
and, since inception, we have filed our SEC reports on time. Our trading symbol is RSWN.
HOLDERS
As of the date of this report, there were approximately 115 holders of our common stock.
We completed an Initial Public Offering of our Common Shares.
During the period from May 10, 2007 to November 10, 2007 we received Subscription Agreements and related investments from 63 persons to
purchase 239,000 shares of our common stock at a purchase price of $0.25 per shares, all subject to our effective Registration Statement
and Prospectus. All shares were sold by Management. Proceeds, amounting to $59,750 passed through escrow at Corporate Stock Transfer, Denver, Colorado
and were deposited into our checking account.
Our Initial Public Offering closed on November 10, 2007.
DIVIDENDS
We have not declared or paid any cash dividends on our common stock nor do we anticipate paying any in the foreseeable future. Furthermore, we expect to
retain any future earnings to finance our operations and expansion. The payment of cash dividends in the future will be at the discretion of our Board of Directors
and will depend upon our earnings levels, capital requirements, any restrictive loan covenants and other factors the Board considers relevant.
11
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
WARRANTS OR OPTIONS
We have no outstanding warrant to purchase shares of our common stock.
EQUITY COMPENSATION PLANS
We currently have no equity compensation plans.
RECENT SALES OF UNREGISTERED SECURITIES; USE OF PROCEEDS FROM REGISTERED SECURITIES
The following shares were issued under Section 4(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated by the Securities and
Exchange Commission:
On March 1, 2005, we issued to James B. Wiegand 100,000 shares of our common stock in consideration of $500 in fees and expenses incurred as part of
organizing the Company.
On March 4, 2005, we issued to James B. Wiegand 1,150,000 shares of our common stock in exchange for our sailing vessel.
On September 20, 2005, we issued to Max Gould 600,000 shares of our common stock in consideration for his services valued at $24,000.
On September 20, 2005, we issued to Michael Wiegand, our Captain and son of James B. Wiegand, 700,000 shares of our common stock in consideration for
his services valued at $28,000.
On September 20, 2005, we issued to Sonja Gouak 50,000 shares of our common stock in consideration for her services valued at $2,000.
On September 20, 2005, we issued to Martha Sandoval 50,000 shares of our common stock in consideration for her services valued at $2,000.
On March 30, 2006, we issued Mr. Craig A. Olson 100,000 shares of our common stock in consideration for $10,000.
On March 30, 2006, we issued Mr. Craig K. Olson 100,000 shares of our common stock in consideration for $10,000.
On March 30, 2006, we issued Mrs. Shirley Hale 100,000 shares of our common stock in consideration for $10,000.
On March 30, 2006, we issued Mr. Larry Willis 100,000 shares of our common stock in consideration for $10,000.
On March 30, 2006, we issued Mr. Neil Montagino 50,000 shares of our common stock in consideration for $5,000.
On March 30, 2006, we issued Mr. Roger May 50,000 shares of our common stock in consideration for $5,000.
12
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
On November 16, 2007, all proceeds from the sale of 238,000 common shares registered in connection with our IPO amounting to $59,750 were deposited into
our checking account. This cash is being used to build our business under the plan detailed in our IPO Propspectus.
On February 6, 2009, we issued Stan Norfleet 10,000 shares of our common stock in consideration for $2,000.
On April 7, 2009, we issued Kendel and Margaret Woods 10,000 shares of our common stock in consideration for $2,000.
On April 7, 2009, we issued Beau Brooks 2,500 shares of our common stock in consideration for $500.
On May 7, 2009, we issued Carolyn Grobe 500 shares of our common stock in consideration for $100.
On May 7, 2009, we issued Fred Neal 5,000 shares of our common stock in consideration for $1,000.
On May 7, 2009, we issued Robert and Mary Schuster 5,000 shares of our common stock in consideration for $1,000.
On May 29, 2009, we issued Maxine Turill 2,500 shares of our common stock in consideration for $500.
On May 29, 2009, we issued Rory Kuenn 2,500 shares of our common stock in consideration for $500.
On May 29, 2009, we issued John Whitton 5,000 shares of our common stock in consideration for $1,000.
On July 6, 2009 , we issued Greg Howard 5,000 shares of our common stock in consideration for $1,000.
On July 6, 2009 , we issued Brad Matousek 5,000 shares of our common stock in consideration for $1,000.
On August 20, 2009, we issued Susan Widmann 2,500 shares of our common stock in consideration for $500
On August 20, 2009, we issued Craig K. Olson 25,000 shares of our common stock in consideration for $5,000
On January 15, 2010, we issued Craig K. Olson 5,000 shares of our common stock in consideration for $1,000.
On February 22, 2010, we issued Dustin Sandoval 5,000 shares of our common stock in consideration for $1,000.
On March 10, 2010, we issued Rory Kuenn 2,500 shares of our common stock in consideration for $500.
On March 16, 2010, we issued John Casson 5,000 shares of our common stock in consideration for $1,000.
On March 17, 2010, we issued Steve Halliday 5,000 shares of our common stock in consideration of $1,000.
On March 17, 2010, we issued Melissa Halliday 5,000 shares of our common stock in consideration of $1,000.
On May 21, 2010, we issued Gary Miller 2,000 shares of our common stock in consideration of $400.
On May 21, 2010, we issued Ryan Kaszycki 2,500 shares of our common stock in consideration of $500.
On May 28, 2010, we issued Dan Murphy 2,500 shares of our common stock in consideration of $500.
13
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
On May 28, 2010, we issued Greg Howard 5,000 shares of our common stock in consideration of $1,000.
On June 3, 2010, we issued Mojdeh Javadi 5,000 shares of our common stock in consideration of $1,000.
On July 23, 2010, we issued Richard Giannotti 33,334 shaers of our common stock in consideration of $5,000.
On November 30, 2011 we issued Mojdeh Javadi 6,667 shares of our common stock in consideration of $1,000.
On December 10, 2011 we issued James B. Wiegand 490,654 shares of our common stock in consideration of cancelation of notes totaling $49,065.
During the one year period ended August 31, 2011, we issued a total of 290,003 shares of our common stock to 17 non-affiliated individuals who participated in
our private placement in consideration of $ 43,500.
On August 3, 2011 we issued Michael Wiegand 250,000 sharesof our common stock in consideration of services valued at $37,500.
On August 4, 2011 we issued Scott Sandoval 150,000 shares of our common stock in consideration of services valued at $22,500.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
We made no purchases of our equity securities nor were any such purchases made by any purchaser affiliated with us.
OUR TRANSFER AGENT
We have appointed Standard Registrar and Transfer Agency, Albuquerque, New Mexico, as transfer agent for our Common shares. Standard is responsible for
all record-keeping and administrative functions in connection with our common shares.
ITEM 6. SELECTED FINANCIAL DATA- NOT APPLICABLE
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Forward-looking statements
The following discussion should be read in conjunction with the financial statements of Rosewind Corporation (the “Company”), which are included elsewhere in
this Form 10-K. This Annual Report on Form 10-K contains forward-looking information. Forward-looking information includes statements relating to future
actions, future performance, costs and expenses, interest rates, outcome of contingencies, financial condition, results of operations, liquidity, business strategies,
cost savings, objectives of management, and other such matters of the Company. The Private Securities Litigation Reform Act of 1995 provides a “safe harbor”
for forward-looking information to encourage companies to provide prospective information about themselves without fear of litigation so long as that information
is identified as forward-looking and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ
materially from those projected in the information. Forward-looking information may be included in this Annual Report on Form 10-K or may be incorporated by
reference from other documents filed with the Securities and Exchange Commission (the “SEC”) by the Company. You can find many of these statements by
looking for words including, for example, “believes”, “expects”, “anticipates”, “estimates” or similar expressions in this Annual Report on Form 10-K or in
documents incorporated by reference in this Annual Report on Form 10-K. The Company undertakes no obligation to publicly update or revise any forward-
looking statements, whether as a result of new information or future events.
14
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
We have based the forward-looking statements relating to our operations on our management’s current expectations, estimates and projections about our
Company and the industry in which we operate. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions
that we cannot predict. In particular, we have based many of these forward-looking statements on assumptions about future events that may prove to be
inaccurate. Accordingly, our actual results may differ materially from those contemplated by these forward-looking statements. Any differences could result from
a variety of factors, including, but not limited to general economic and business conditions, competition, and other factors.
Plan of Operation
We set sail on our first student training voyage in late May 2008. Our vessel, captained by Michael Wiegand, sailed from New Zealand to New Caledonia with
one student aboard. The voyage required just over two weeks and was completed in June 2008. The student was a non-related third party voyaging on a
“share expense” basis. While no net revenue was generated we gained valuable experience and written student feedback.
We conducted our second student training voyage in April 2009. Net revenue of $1,750 was earned for the one week voyage. The student was a non-related
third party.
Subject to local weather conditions we plan to generate revenue as soon as more students can be located and booked. From March 1, 2005 (inception), through
August 31, 2011 and the date of this Form 10-K, we had $1,750 of operating revenues. Going forward, we intend to generate revenue from student tuition.
The typhoon season imposes seasonal limitations for the operation of small sailing vessels offshore. Cyclone activity, which occurs seasonally, will have an
adverse effect on bookings and revenues. In northern latitudes, the increased frequency of gales and generally uncomfortable conditions will cause our bookings
to decline significantly.We evaluate the seasonal relocation of our vessel as a potential strategy to partially offset loss of revenue caused by weather and cyclone
restrictions. To date we have been unable to benefit from relocation efforts.
Additionally, we may complete significantly less than the six one week training voyages each quarter because we may not be able to book 100% of available
voyage dates and there may be cancellations or other events that are beyond our control. Therefore, we are unable to predict the annual cash flow and
profitability of the sailing school once sailing school operations are commenced.
We have found our vessel to be sound and seaworthy during the 2005-2006 voyage from Florida to Ecuador. After minor modifications to the deck plan Michael
Wiegand single-handed our vessel from Ecuador to Australia and has thus demonstrated that our vessel can be sailed with no assistance from student crew. We
believe this is key to our business plan in that the clients we are training will not need to contribute to the operation of the vessel should they become
incapacitated during a voyage.
Our target client will likely be a novice sailing enthusiast looking to crew or who is shopping for, or has just purchased a cruising sailboat. The training conducted
by our sailing school will help the student select and equip a sailing vessel and prepare for crossing an ocean safely and confidently. We will admit less
experienced sailors than those who can qualify themselves as experienced crew. In return for the higher cost, our week of training at sea delivered to our
students at sea will be more personalized and structured than the typical “share expenses” crew opportunity. Potential crew and novice yacht owners use
classified advertisements as one method to locate a sailboat with plans for a specific voyage where they may gain experience. Generally, this is arranged by
paying a portion of the expenses of the voyage. We may reject the applications of prospective students who are not, in our opinion, physically and mentally
prepared for the challenge of ocean voyaging.
We have initiated marketing efforts with advertisements designed to attract students to our sailing school As of the date of this report, we have seen only very
limited results from our advertising. We anticipate that by continuing to advertise we can locate and book students and thereafter begin generating revenue from
training voyages.
Marketing expenses are budgeted at $250 per month, maximum. We believe we can reach an enthusiastic and qualified group of prospective clients through
classified advertising in sailing magazines that cater to people who dream of someday crossing oceans in their own cruising boat. We believe this is a cost
effective way to reach adventurous boaters who have serious sailing ambitions.
We believe that we will be most successful by advertising consistently each month. This was done during the periods preceding our training voyages. Our
advertisements contain our office phone number and the address of our website. Callers either reach James Wiegand or a recorded message with an
opportunity to leave a name and phone number for a return call.
As of the date of this report, our advertising program has produced only disappointing results. We have received very few calls from prospective students. The
two students we have trained to date located us through our classified advertisement. We plan to continue monthly advertising and have, on occasion, added a
photo of our vessel to run with the copy. We have also solicited editorial coverage for our sailing school. One editorial has been written and published in the
November 2008 edition of “Cruising World” magazine. Improved response to our advertising was noted. Significant improvement in our revenues has not
materialized to date.
Vessel Upgrades. We conducted an IPO by management and completed the minimum offering on November 9, 2007 raising over $56,000. This money has
been used in our sailing school where expenses for vessel upgrades and maintenance, operations and public company costs are substantial. We are making
efforts to keep costs to a minimum consistent with the requirements of safety at sea and good seamanship.
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
We believe that while our cost of operating as a public company is higher than for a similar private company, our cost of capital as a public company will be less
than it would be for a similar private company and further, as our business grows a smaller portion of our annual expenses will ultimately be composed of public
company expense.
We estimate that our quarterly cash flow, without allowances for extraordinary events or ongoing maintenance and miscellaneous costs will be positive once we
average six training voyages per quarter. In view of the disappointing results of our marketing program to date, there can be no assurance that we will be able to
book and complete additional training voyages or generate any revenue in the future.
The survey done on our vessel in 2005 states that the design and construction of our vessel is sound. The survey also states that our vessel needs proper
ongoing maintenance to safely undertake ocean voyages. Consistent with the surveyor’s recommendations we undertook a two month refit prior to the voyage
from Florida to Australia. This included the replacement of all standing rigging, installation of a new diesel auxiliary engine and many additional upgrades needed
for eventual use of the vessel for student training.
Our current maintenance strategy is to perform a major haul out on an as needed basis. Our vessel is presently hauled out in Port Townsend Washington for
minor repair. Based upon past experience with our vessel, we anticipate further maintenance and upgrade expenses will be required to ready our vessel for
future training voyages. Vessel maintenance costs will likely increase as level of use and age increases. This could have a material adverse effect on our cash
flow.
Our business model indicates we can achieve a positive cash flow as a public company if we can successfully sell and deliver, each quarter, six one week
voyages with two students training on each voyage. Our vessel has three usable berths (beds) while at sea. As of the date of this report we have failed to
generate significant revenue. We continue our efforts to book students for our planned voyages.
Financial Condition and Results of Operation
We are a development stage company. We have relocated and significantly prepared our vessel for operation as a sailing school, but, as of August 31, 2011 and
the date of this report we have completed the training of only one regular paying student.
During June of 2008 we completed a two week training voyage with a student on a “share expense” basis. This voyage was for Nelson, New Zealand to
Noumea, New Caledonia. No net revenue was generated. We confirmed the viability of our curriculum and we received a positively worded testimonial letter
from the non-related third party student.
We conducted our second student training voyage in April 2009. Net revenue of $1,750 was earned for the one week voyage. The student was a non-related
third party.
We have had operating revenues of $1,750 since inception, March 1, 2005 through August 31, 2011 and the date of this report. We have incurred operating
expenses totaling $436,262 as of August 31, 2011. Such expenses consisted primarily of general and administrative, professional fees and services in
connection with our Registration Statement and costs incurred to refurbish and relocate our sailing vessel. We have generated an accumulated deficit of $
451,211 as of August 31, 2011. As of the date of this report our losses continue to mount.
Our net loss increased by $76,532 or 127% to $136,802 from $60,270 for the year ended August 31, 2011 compared with the prior year ended August 31, 2010.
This was primarily attributed the net effect of the following three factors:
1. General and administrative expenses increased by $54,711, or 182%, to $84,682 for the year ended August 31, 2011 from $29,971 for the prior year
ended August 31, 2010. This is attributable to two factors: increase in costs incurred to maintain and upgrade our training vessel; issuance of common
stock for services provided, valued at $37,500 in the current year.
2. Professional fees increased by $20,497 or 85% to $44,687 for the year ended August 31, 2011 from $24,190 for the prior year ended August 31, 2010.
This is attributable to the issuance of common stock for consulting services valued at $22,500.
3. Revenue remained at $-0- for the year ended August 31, 2011 from $-0- for the year ended August 31, 2010. There was no revenue from sailing school
operations during each of the last two years. We believe student revenue was negatively impacted by the impaired US economy.
16
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Liquidity and Capital Resources
Management completed an Initial Public Offering of our common stock and proceeds of the offering were transferred from escrow to our bank on November 16,
2007.
On January 22, 2009 management initiated sale of a Regulation D Private Placement of up to 125,000 shares of its common stock at a price of $0.20 per
share. The offering was completed during June 2010 with 125,000 restricted shares issued in consideration of $25,000 in offering proceeds. All proceeds have
been deposited into the company’s bank and utilized for operations.
During July of 2010 management initiated sale of a Regulation D Private Placement of up to 133,334 shares of its common stock at a price of $0.15 per
share. At August 31, 2010, 33,334 restricted shares had been issued in consideration of $5,000 in offering proceeds. All proceeds were deposited into the
company’s bank and utilized for operations.
During February of 2011 management initiated sale of a Regulation D Private Placement of its common stock at a price of $0.15 per share. At August 31, 2010,
290,003 restricted shares had been issued in consideration of $ 43,500 in offering proceeds. This private placement is open and the company anticipates
receiving the additional investments as necessary to sustain future operations. All proceeds have been deposited into the company’s bank and utilized for
operations.
At August 31, 2011, we had $3,993 in cash and a working capital deficit of $54,206. As of the date of this report our liquidity and capital resources continue to
decline.
FINANCIAL STATEMENTS.
The financial statements and supplementary data required by this item are submitted on page 18 of this report.
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Report of Independent Registered Public Accounting Firm
Balance Sheets
Statements of Operations.
Statements of Stockholders’ Equity (Deficit)
Statements of Cash Flows
Notes to the Financial Statements.
Index to Financial Statements
18
19
20
21
22
23
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders
Rosewind Corporation (a development stage company)
Loveland, Colorado
We have audited the accompanying balance sheets of Rosewind Corporation (a development stage company) as of August 31, 2011 and 2010, and the related
statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and from inception on March 1, 2005 through August 31, 2011.
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Rosewind Corporation (a development
stage company) as of August 31, 2011 and 2010, and the results of its operations and its cash flows for the years then ended, and from inception on March 1,
2005 through August 31, 2011, in conformity with U.S. generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the
financial statements, the Company has incurred significant losses since inception, raising substantial doubt about its ability to continue as a going
concern. Management’s plans in regard to these matters are also described in Note 4. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
HJ & Associates, LLC
Salt Lake City, Utah
November 29, 2011
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
ROSEWIND CORPORATION
(A Development Stage Company)
Balance Sheets
Assets
Liabilities and Shareholders’ Equity (Deficit)
Current Assets:
Cash
Prepaid asset
Total current assets
Property and equipment, net
Total assets
Current liabilities:
Accounts payable
Accrued interest payable, related party
Loans payable to related party
Total current liabilities
Shareholders’ equity (deficit):
Preferred stock, no par value; 5,000,000 shares authorized,
no shares issued and outstanding
Common stock, no par value; 300,000,000 shares authorized,
4,734,658 and 3,547,334 shares issued and outstanding, respectively
Additional paid-in capital
Common stock subscription
Accumulated deficit
Deficit accumulated during development stage
Total shareholders' equity (deficit)
August 31,
August 31,
2011
2010
$
$
3,993
234
4,227
1,545
172
1,717
18,611
25,374
$
22,838
$
27,091
$
$
330
5,803
52,300
477
4,623
77,599
58,433
82,699
—
—
388,815
27,301
—
(500)
(451,211)
(35,595)
235,250
23,051
1,000
(500)
(314,409)
(55,608)
Total liabilities and shareholders' equity (deficit)
$
22,838
$
27,091
See accompanying notes to financial statements
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
ROSEWIND CORPORATION
(A Development Stage Company)
Statements of Operations
For the Year Ended
August 31,
2011
2010
March 1,
2005
(Inception)
Through
August 31,
2011
Revenue
$
—
$
—
$
1,750
Operating expenses:
Professional fees
Contributed services, related party (Note 2)
General and administrative
44,687
4,250
84,682
24,190
2,580
29,971
132,518
22,811
280,933
Total operating expenses
133,619
56,741
436,262
Loss from operations
Other Income (Expense)
Other income
Interest expense
(133,619)
(56,741)
(434,512)
—
(3,183)
274
(3,803)
274
(16,973)
Total other expenses
(3,183)
(3,529)
(16,699)
Net loss
Other Comprehensive Income (Loss)
Gain (loss) on foreign currency exchange
Total Comprehensive Loss
Basic and diluted loss per share
Basic and diluted weighted average
common shares outstanding
(136,802)
(60,270)
(451,211)
—
765
—
$
(136,802)
$
(59,505)
$
(451,211)
$
(0.03) $
(0.02)
4,079,469
3,489,885
See accompanying notes to financial statements
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EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
ROSEWIND CORPORATION
(A Development Stage Company)
Statements of Shareholders' Equity (Deficit)
Common Stock
Shares
Amount
Additional
Paid-in
Capital
Accumulated
Other
Comprehensive
Common
Stock
Accumulated
Deficit
Accumulated
During
Development
Loss
Subscription
Deficit
Stage
Total
Equity
100,000
$
500
$
100
$
—
$
—
$
(500) $
— $
100
Balance at March 1, 2005
(inception)
Common stock issued in
exchange for a Sailing vessel
at $0.034 per share on
March 4, 2005
Net loss, period ended
August 31, 2005
1,150,000
39,000
—
—
—
—
Balance at August 31, 2005
1,250,000
39,500
100
Common stock issued for
services on September 20,
2005 at $0.04 per share
Common stock issued for
services on September 20,
2005 to arelated party at
$0.04 per share
Various common stock
issuances for cash
at $0.10 per share
Contributed capital
Net loss, year ended
August 31, 2006
700,000
28,000
—
700,000
28,000
500,000
50,000
—
—
—
—
—
—
1,965
—
Balance at August 31, 2006
3,150,000
145,500
2,065
Contributed capital
Office space contributed
by an officer
Services contributed by
an officer
Foreign currency exchange
gain
Net loss, year ended
August 31, 2007
—
—
—
—
—
—
—
—
—
—
925
1,200
7,271
—
—
Balance at August 31, 2007
3,150,000
145,500
11,461
Common stock issued for
cash on November16,
2007 at $0.25 per share
Contributed capital
Office space contributed by
an officer
Services contributed by
an officer
Foreign currency exchange
gain
Net loss, year ended
August 31, 2008
239,000
59,750
—
—
—
—
—
—
—
—
—
—
—
669
1,200
2,674
—
—
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
—
—
—
—
—
—
—
—
—
—
—
—
417
—
417
—
—
—
—
32
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
39,000
—
(18,677 )
(18,677 )
(500)
(18,677 )
20,423
—
—
28,000
—
—
—
—
28,000
—
—
50,000
1,965
—
(70,441 )
(70,441 )
(500)
(89,118 )
57,947
—
—
—
—
—
—
—
—
925
1,200
7,271
417
—
(48,954 )
(48,954 )
(500)
(138,072)
18,806
—
—
—
—
—
—
—
—
—
—
59,750
669
1,200
2,674
32
—
(57,173 )
(57,173 )
Balance at August 31, 2008
3,389,000
205,250
16,004
449
Contributed capital
Office space contributed
by an officer
Services contributed by
an officer
Foreign currency exchange
loss
Various Common stock
issuances for cash
at $0.20 per share
Net loss, year ended
August 31, 2009
—
—
—
—
—
—
—
—
1,757
1,200
1,510
—
—
—
—
(1,214)
80,500
16,100
—
—
—
—
—
—
Balance at August 31, 2009
3,469,500
221,350
20,471
(765)
Office space contributed
by an officer
Services contributed by an
officer
Various common stock
issuances for cash
at $0.20 per share
Common stock issued for
cash on July 24, 2010
at $0.15 per share
Foreign currency
exchange gain
Common stock subscribed
on June 2, 2010
Net loss, year ended
August 31, 2010
—
—
—
—
1,200
1,380
44,500
8,900
33,334
5,000
—
—
—
—
—
—
—
—
—
—
—
Balance at August 31, 2010
3,547,334
235,250
23,051
—
—
—
—
1,200
3,050
290,003
43,500
—
—
—
—
—
765
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,000
—
(500)
(195,245)
25,958
—
—
—
—
—
—
—
—
—
1,757
1,200
1,510
(1,214)
—
16,100
—
(58,894)
(58,894)
(500)
(254,139)
(13,583)
—
—
—
—
—
—
—
—
1,200
1,380
—
8,900
—
—
—
5,000
765
1,000
(60,270)
(60,270)
1,000
(500)
(314,409)
(55,608)
—
—
—
—
—
—
—
—
1,200
3,050
—
43,500
6,667
1,000
—
—
(1,000)
—
—
—
490,654
49,065
—
—
—
—
—
49,065
250,000
37,500
150,000
22,500
—
—
—
—
—
—
—
—
—
—
—
—
—
—
37,500
—
22,500
—
(136,802)
(136,802)
Office space contributed by
an officer
Services contributed by
an officer
Various common stock
issuances for cash
at $0.15 per share
Common stock subscribed
on November 30, 2010
Conversion of related
party note into common
stock at $0.10 per share
on December 10, 2011
Common stock issued for
services on August 3,
2011 to a related party at
$0.15 per share
Common stock issued for
services on August 4,
2011 at $0.15 per share
Net Loss year ended
August 31, 2011
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Balance at August 31, 2011
4,734,658
$
388,815
$
27,301
$
—
$
—
$
(500)
$
(451,211)
$
(35,595)
See accompanying notes to financial statements
22
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Cash flows from operating activities:
Net loss
Adjustments to reconcile net loss to net cash
used by operating activities:
Depreciation expense
Contributed capital to fund expenses
Common stock issued for services
Changes in operating assets and liabilities:
(Increase) decrease in prepaid services
Increase (decrease) in accounts payable
and accrued liabilities
Net cash used in
operating activities
Cash flows from investing activities:
Cash paid for fixed assets
Net cash used in
investing activities
Cash flows from financing activities:
Common stock issued for cash
Proceeds from related party loans
Payments on related party loans
Net cash provided by
financing activities
Net change in cash
Cash, beginning of period
Cash, end of period
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Income taxes
Interest
NON CASH FINANCING ACTIVITIES:
Common stock issued for services
ROSEWIND CORPORATION
(A Development Stage Company)
Statements of Cash Flows
For the Year Ended
August 31,
2011
2010
March 1,
2005
(Inception)
Through
August 31,
2011
$
(136,802)
$
(60,270)
$
(451,211)
6,763
4,250
60,000
(62)
9,185
2,580
—
85
47,260
27,201
116,000
(234)
1,033
5,045
13,047
(64,818)
(43,375)
(247,937)
—
—
(6,576)
(26,870)
(6,576)
(26,870)
43,500
35,766
(12,000)
14,900
22,984
—
184,250
106,450
(12,000)
67,266
37,884
278,700
2,448
1,545
(12,067)
13,612
3,893
100
3,993
$
1,545
$
3,993
—
2,003
$
$
—
—
$
$
—
4,254
$
$
$
$
60,000
$
—
$
116,000
See accompanying notes to financial statements
23
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
ROSEWIND CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
August 31, 2011 and 2010
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
Rosewind Corporation (the “Company”) was initially incorporated on August 9, 2002 in the State of Colorado. On August 13, 2005, the Company
issued its sole officer and director 100,000 shares of its no par common stock as payment for $500 in fees and expenses incurred as part of
organizing the Company. During October 2002, the sole officer and director contributed $100 to the Company in order to open a bank account in
the Company’s name. Following the cash contribution, the Company remained inactive through June 1, 2004 when the corporation was dissolved.
In March 2005, the sole officer and director decided to reinstate the Company and develop an offshore sailing school near the Australian Great
Barrier Reef. Although the Company was officially reinstated with the State of Colorado on April 21, 2005, the accompanying financial statements
report March 1, 2005 as the date of inception for accounting purposes, which was the date the Company commenced its operating activities.
b. Accounting Method
The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected an August 31 year-end.
c. Estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
d. Income Taxes
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating
loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the
differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance
when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax
assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
24
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
ROSEWIND CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
August 31, 2011 and 2010
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
d. Income Taxes (Continued)
Net deferred tax assets consist of the following components as of August 31:
Deferred tax assets:
NOL Carryover
Related Party Accruals
Valuation allowance
Net deferred tax asset
2011
2010
$
$
107,800 $
1,700
90,100
1,400
(109,500)
- $
(91,500)
-
The income tax provision differs from the amount of income tax determined by applying the U.S. income tax rate to pretax income from continuing
operations for the years ended August 31, 2011 and 2010 due to the following:
Book Loss
Foreign Currency
Contributed Services
Stock Issued for Services
Valuation allowance
2011
(41,041) $
-
1,275
18,000
2010
(18,081)
230
-
-
21,766
- $
17,851
-
$
$
At August 31, 2011, the Company had net operating loss carryforwards of approximately $359,400, which expires in 2032, that may be offset
against future taxable income as long as the “continuity of ownership” test is met. No tax benefit has been reported in the August 31, 2011 financial
statements since the potential tax benefit is offset by a valuation allowance of the same amount.
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting
purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future
years.
25
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
ROSEWIND CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
August 31, 2011 and 2010
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
d. Income Taxes (Continued)
The Company has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income
tax returns, as well as all
open tax years in these jurisdictions. The Company has identified its federal tax return and its state tax return in Colorado as “major” tax
jurisdictions, as defined. No reserves for uncertain tax positions have been recorded. With few exceptions, the Company is no longer subject to
U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2008.
e. Loss per Common Share
The Company reports net loss per share using a dual presentation of basic and diluted loss per share. Basic net loss per share excludes the impact
of common stock equivalents. Diluted net loss per share utilizes the average market price per share when applying the treasury stock method in
determining common stock equivalents. At August 31, 2011 there were no variances between the basic and diluted loss per share as there were no
potentially dilutive securities outstanding.
f. Development Stage
The Company is in the development stage in accordance with ASC Topic 915 “Development Stage Entities”. As of August 31, 2011 the Company
has devoted substantially all of its efforts to financial planning and acquiring and reconditioning a sailing vessel.
g. Property and Equipment
The Company’s capital assets consist of one sailing vessel, a 1982/86 Jason 35 Cutter rig, and an inflatable boat which are stated at the lower of
cost or market. Depreciation is calculated using the straight-line method over the estimated useful life of the vessel and related improvements,
ranging from five to ten years. Expenditures for additions and improvements are capitalized, while repairs and maintenance costs are expensed as
incurred. The cost and related accumulated depreciation of any capital assets that are sold or otherwise disposed of are removed from the accounts
and any gain or loss is recorded in the year of disposal.
Fixed assets and related depreciation for the years ended August 31 are as follows:
Sailing vessel
Accumulated depreciation
Total fixed assets
2011
2010
$
$
65,870 $
(47,259)
18,611 $
65,870
(40,496)
25,374
Depreciation expense was $6,763 and $9,185 for the years ended August 31, 2011 and 2010, respectively.
26
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
ROSEWIND CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
August 31, 2011 and 2010
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
h. Revenue Recognition
Revenue will be recognized when the services are provided and collection is reasonably assured.
i. Foreign Currency Translation
Expenses incurred and paid in foreign currency have been translated to U.S. currency for reporting purposes.
j. Advertising
The Company follows the policy of charging the costs of advertising to expense as incurred. The Company recognized $916 and $1,146 of advertising
expense during the years ended August 31, 2011 and 2010, respectively.
k. Newly Adopted Accounting Pronouncements
The Company has reviewed all recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its
consolidated results of operation, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will
have a significant effect on its current or future earnings or operations.
l. Cash and Cash Equivalents
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.
m. Risks and Uncertainties
The Company has not insured the yacht in the past. Effective October 14, 2011, the Company has obtained a liability only policy which provides
$100,000 watercraft liability and $1,000 in watercraft medical payments per person. The Company has no insurance on the yacht itself, and the limits
on the current policy may leave the Company open to further liabilities.
27
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
ROSEWIND CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
August 31, 2011 and 2010
NOTE 2 - RELATED PARTY TRANSACTIONS
As of August 31, 2011, the Company has a secured promissory note to the sole officer and director for $52,300 for working capital. The loan carries
a 6% interest rate and is due on demand and is secured by the sailing vessel. Accrued interest payable on the loan totaled $5,803 and $2,609 as of
August 31, 2011 and 2010, respectively.
During the year ended August 31, 2011, the Company converted the 6% interest unsecured promissory note to the sole officer and director into
common stock at $0.10 per share. The note was converted into 490,654 shares of common stock. Accrued interest payable on the note totaled
$653 and $2,013 as of August 31, 2011 and 2010, respectively.
Effective June 8, 2010, the Company resolved that upon written notice from the sole officer and director, the Company will agree to convert all, or
any portion of the principal and accrued interest due and payable on either promissory note, into the Company’s common shares at a fixed
conversion rate of $0.10 per share. There is no beneficial conversion as $0.10 per share was the closing stock price at the date of the agreement.
For the years ended August 31, 2011 and 2010 the sole officer of the Company contributed services and rent valued at $4,250 and $2,580,
respectively. This amount has been booked to additional paid in capital.
NOTE 3 - COMMON STOCK TRANSACTIONS
During the year ended August 31, 2011, the Company issued 290,003 shares of common stock for cash of $43,500. The Company also issued
400,000 shares of common stock in exchange for services provided to the Company. The shares were valued at $0.15 per share, a value
determined by a Consent of Directors, for a total value of $60,000. Also during the year, the Company converted the unsecured promissory note as
discussed in Note 2 above. The note was converted into 490,654 shares of common stock.
Effective March 11, 2011, the Company’s Articles of Incorporation were amended to increase the aggregate number of shares authorized from
50,000,000 to 300,000,000 shares of common stock having no par value.
Effective June 18, 2010 The Company’s Articles of Incorporation were amended to increase the aggregate number of shares authorized from
20,000,000 to 50,000,000 shares of common stock having no par value per share.
28
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
ROSEWIND CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
August 31, 2011 and 2010
NOTE 3 - COMMON STOCK TRANSACTIONS (continued)
During the year ended August 31, 2010, the Company received $1,000 to be used as subscription to purchase 5,000 shares of common stock at
$0.20 per share. The shares were issued during the year ended August 31, 2011.
During the year ended August 31, 2010, the Company issued 77,834 shares of common stock for cash of $13,900.
NOTE 4 - GOING CONCERN
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company is a development stage
enterprise with losses since inception and a limited operating history. These factors, among others, may indicate that the Company will be unable to
continue as a going concern for a reasonable period of time.
The financial statements do not include any adjustments relating to the recoverability and classification of assets and liabilities that might be
necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its
ability to generate sufficient cash flow to meet its obligations on a timely basis and ultimately to attain profitability. The Company intends to seek
additional funding through equity offerings to fund its business plan. There is no assurance that the Company will be successful in raising additional
funds.
NOTE 5 - SUBSEQUENT EVENT
Subsequent to year end, the Company issued 39,910 shares of common stock for cash of $5,986. The Company has evaluated all subsequent
events from the balance sheet date through the date the financials were issued, and has determined there are no additional events that would
require disclosure herein.
29
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 8A. CONTROLS AND PROCEDURES.
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
Under the supervision and with the participation of our principal executive officer and principal financial officer, we conducted an evaluation of our
disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the
Exchange Act). Accordingly, we concluded that our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act were effective as
of August 31, 2011 to ensure that information required to be disclosed in reports we file or submit under the Exchange Act is recorded, processed, and
summarized and reported within the time periods specified in SEC rules and forms. Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and
communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions as
appropriate to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control Over Financial Reporting.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) and 15d-
(f) under the Exchange Act. Our internal control over financial reporting are designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of consolidated financial statements for external purposes in accordance with U. S. generally accepted accounting principles. Our
internal control over financial reporting includes those policies and procedures that:
i.
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
ii.
provide reasonable assurance that transactions are recorded as necessary to permit the preparation of our consolidated financial statements in
accordance with U. S. generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with
authorizations of our management and directors; and
iii.
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a
material effect on the consolidated financial statements.
Management assessed the effectiveness of the Company’s internal control over financial reporting as August 31, 2011. In making this assessment,
management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated
Framework.
Management has concluded that our internal control over financial reporting was effective as of August 31, 2011.
30
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Inherent Limitations Over Internal Controls
Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations,
including the possibility of human error and circumvention by collusion or overriding of controls. Accordingly, even an effective internal control system may not
prevent or detect material misstatements on a timely basis. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Control Over Financial Reporting.
We have made no change in our internal control over financial reporting during the last fiscal quarter that has materially affected, or is reasonably likely
to materially affect, our internal control over financial reporting.
Attestation Report of the Registered Public Accounting Firm.
This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit us to
provide only management's report in this annual report on Form 10-K.
ITEM 8B. OTHER INFORMATION.
None.
31
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Part III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
ACT.
Our directors, executive officers and other significant employees, their ages, positions held and duration each person has held that position, are as follows:
NAME
POSITION
James B. Wiegand
President, Chief Financial Officer, Secretary and Director
AGE
65
BUSINESS EXPERIENCE
James B. Wiegand is a promoter of the company.
BUSINESS EXPERIENCE Following is a brief account of the education and business experience of each director, executive officer and key employee during at
least the past five years, indicating each person's principal occupation during the period, and the name and principal business of the organization by which he
was employed.
MR. JAMES B. WIEGAND is our President and Sole Director since August 9, 2002. He is also president and director of several blank check and development
stage companies including Pinel Bay Corporation, Ambermax Corporation and several similar entities. He obtained his Bachelor of Science in Mechanical
Engineering at the University of Denver in 1969. Mr. Wiegand’s course work at the University of Denver included a minor in business. In 1972 Mr. Wiegand
founded Solar Energy Research Corporation and took the company public in 1975, serving as president and director until October 1996. During the period from
1985 until 1992 Mr. Wiegand also held various sales, sales management, banking and investment banking positions with American Solar. Western Federal
Savings and Loan, American Remodeling and RAF Financial. In 1992 Mr. Wiegand left employment as a stock broker with RAF Financial to reorganize Solar
Energy Research for its 2,200 shareholders. In 1996 Solar Energy Research closed a $50,000,000 reverse acquisition of Telegen Corporation. During 1997 and
1998 Mr. Wiegand and family bought and refitted a sailboat for a one year cruise in the Bahamas. In 1998 Mr. Wiegand founded Dotsero Imports and spent the
following two years importing and distributing a private label Tequila until the distillery was sold and the brand discontinued in 2000.
32
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Resume of Michael Wiegand
Michael Wiegand, age 24, participated in the “Gifted and Talented” program throughout elementary and middle school, authoring a school website under a
federal grant that he independently applied for and obtained. Thereafter, age 10, Michael lived with his family aboard a forty-two foot sailing ketch, cruising the
Bahamas for a year while home schooling. Upon returning to shore life in Colorado, Michael Wiegand completed extra-curricular courses in basic accounting,
advertising and employee management and worked at the Boyd Lake Marina during the summer where he did general maintenance, serviced boats and sold
gas. Self employed creating web sites, and delivering news papers, he left high school a few years early, passed his GED and scored well on the SAT. He opted
not to enter college, choosing instead to work full time for Mechanical Insulation Systems, Inc, installing thermal insulation and later training and managing new
employees. At age 17, Michael Wiegand refitted the Company’s thirty-five foot cutter and began the first leg of his sailing voyage, solo, bound for Australia.
While Michael is a published writer, he holds no licenses or certificates which qualify him to work as an officer on any ship in any waters. He completed his solo
sailing voyages to Australia and New Zealand operating Six String as a training vessel. Subsequently, Michael returned our vessel to U.S. waters via Japan and
is presently preparing himself to continue his education.
Each director and executive officer holds office until the next annual meeting of shareholders or until his successor has been duly elected and qualified. Other
than the Father-Son relationship between James B. Wiegand and Michael Wiegand, there are no family relationships among the persons described below.
ITEM 10. EXECUTIVE COMPENSATION.
EXECUTIVE COMPENSATION
The following table presents all information regarding the compensation awarded to, earned by, or paid to named executive offices for the fiscal year ended
August 31, 2011 and during the last seven fiscal years.
33
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
SUMMARY COMPENSATION TABLE
Annual Compensation
Long Term
Compensation
Awards
Restricted Stock
Salary ($)
Bonus ($)
Awards ($)
All Other
Compensation ($)
Securities
Underlying
Options (#)
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
Year
2011
2010
2009
2008
2007
Name and
Principal Position
James B.
Wiegand
President, Secretary
and Director
_____________
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table lists, as of August 31, 2011, the number of shares of our common stock beneficially owned by (i) each person or entity known to us to be the
beneficial owner of more than 5% of the outstanding common stock; (ii) each of our officers and directors; and (iii) all of our officers and directors as a group.
Information relating to beneficial ownership of common stock by our principal stockholders and management is based upon information furnished by each person
using "beneficial ownership" concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial
owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which
includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right
to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial
owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial
interest. Except as noted below, each person has sole voting and investment power.
The percentages below are calculated based on 4,734,658 shares of common stock which are issued and outstanding. Unless otherwise indicated, the business
address of each such person is c/o Rosewind Corporation, 16200 WCR 18E, Loveland, Colorado 80537.
34
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
OFFICERS, DIRECTORS
AND 5% STOCKHOLDERS
James B. Wiegand
Katherine Gould
Michael Wiegand
All directors and executive officers as a group (1 person)
__________________
NUMBER
OF SHARES
BENEFICIAL
OWNERSHIP (%)
1,740,659(1)*
566,000(2)
946,000(3)
1,740,659*
36.7%
11.9%
20.0%
36.7%
(1) James B. Wiegand, our President received 100,000 shares of our common stock in consideration for his services and an additional 1,150,000 shares in
consideration for our sailing vessel. On December 10, 2010 we issued James B. Wiegand 490,654 shares of our common stock in consideration of cancelation
of notes totaling $49,065.
(2) Katherine Gould received 600,000 shares of our common stock from the estate of her husband, Max Gould. The shares were originally issued to Max Gould
in consideration for his services rendered.
(3) Michael Wiegand, son of our President, received 700,000 shares of our common stock as compensation for his initial services rendered as Captain. On
August 3, 2011 we issued Michael Wiegand an additional 250,000 shares of our common stock in consideration of services valued at $37,500.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
On March 1, 2005, we issued to James B. Wiegand 100,000 shares of our common stock in consideration of $500 in fees and expenses incurred as part of
organizing the Company.
On March 4, 2005, we issued to James B. Wiegand 1,150,000 shares of our common stock in exchange for our sailing vessel.
On September 20, 2005, we issued to Max Gould 600,000 shares of our common stock in consideration for his services valued at $24,000.
On September 20, 2005, we issued to Michael Wiegand, son of James B. Wiegand, 700,000 shares of our common stock in consideration for his services
valued at $28,000.
On September 20, 2005, we issued to Sonja Gouak 50,000 shares of our common stock in consideration for her services valued at $2,000.
On September 20, 2005, we issued to Martha Sandoval 50,000 shares of our common stock in consideration for her services valued at $2,000.
On March 30, 2006, we issued Mr. Craig A. Olson 100,000 shares of our common stock in consideration for $10,000.
On March 30, 2006, we issued Mr. Craig K. Olson 100,000 shares of our common stock in consideration for $10,000.
On March 30, 2006, we issued Mrs. Shirley Hale 100,000 shares of our common stock in consideration for $10,000.
On March 30, 2006, we issued Mr. Larry Willis 100,000 shares of our common stock in consideration for $10,000.
On March 30, 2006, we issued Mr. Neil Montagino 50,000 shares of our common stock in consideration for $5,000.
On March 30, 2006, we issued Mr. Roger May 50,000 shares of our common stock in consideration for $5,000.
35
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
On December 10, 2010 we issued James B. Wiegand 490,654 shares of our common stock in consideration of cancelation of notes totaling $49,065.
On August 3, 2011 we issued Michael Wiegand 250,000 shares of our common stock in consideration of services valued at $37,500.
On August 4, 2011 we issued Scott Sandoval 150,000 shares of our common stock in consideration of services valued at $22,500.
As of August 31, 2011, the Company has a secured promissory note to the sole officer and director for $52,300 for working capital. The loan carries a 6%
interest rate, matures on November 30, 2011 and is secured by the sailing vessel. Accrued interest payable on the loan totaled $5,149 as of August 31, 2011.
The Company also has an unsecured convertible promissory note dated June 8, 2010 to the sole officer and director for working capital. The entire principal
balance of $49,065was converted into shares of our common stock. Conversion is at the option of the note holder at the rate of $0.10 per share of common
stock. On December 10, 2010 we issued James B. Wiegand 490,654 shares of our common stock in consideration of cancelation of note principal totaling
$49,065. The loan carries a 6% interest rate and is due on demand. Accrued interest payable on the note totaled $653 as of August 31, 2011.
For the years ended August 31, 2011 and 2010 the sole officer of the Company contributed services valued at $4,250 and $2,580, respectively. This amount has
been booked to additional paid in capital.
Other than as set forth above, none of the following parties has, during the last two years, had any material interest, direct or indirect, in any transaction with us
or in any presently proposed transaction that has or will materially affect us:
• any of our directors or officers;
• any person proposed as a nominee for election as a director;
• any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common
stock; or
• any relative or spouse of any of the foregoing persons who has the same house as such person.
36
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
ITEM 13. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees
During the fiscal year ended August 31, 2011, we incurred approximately $12,500 in fees to our principal independent accountants for professional
services rendered in connection with the audit and reviews of our financial statements for fiscal years ended August 31, 2011.
During the fiscal year ended August 31, 2010, we incurred approximately $11,500 in fees to our principal independent accountants for professional
services rendered in connection with the audit and reviews of our financial statements for fiscal year ended August 31, 2010.
ITEM 14. EXHIBITS AND REPORTS OF FORM 8-K
Exhibits
Exhibit No. Description
31.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302
32.1
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of The Sarbanes-Oxley Act of 2004
Reports on 8-K
No reports were filed on Form 8-K this fiscal year.
Audit-Related Fees
The aggregate fees billed during the fiscal years ended August 31, 2011 and 2010 for assurance and related services by our principal independent
accountants that are reasonably related to the performance of the audit or review of our financial statements (and are not reported under Item 9(e)(1) of
Schedule 14A was $0 and $0, respectively.
Tax Fees
The aggregate fees billed during the fiscal years ended August 31, 2011 and 2010 for professional services rendered by our principal accountant tax
compliance, tax advice and tax planning was $0 and $0, respectively.
All Other Fees
The aggregate fees billed during the fiscal years ended August 31, 2011 and 2010 for products and services provided by our principal independent
accountants (other than the services reported in Items 9(e)(1) through 9(e)(3) of Schedule 14A was $0 and $0, respectively.
37
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
In accordance with the requirements of the Exchange Act, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
SIGNATURES
DATE: November 29, 2011
ROSEWIND CORPORATION
(Registrant)
By:
/s/ James B. Wiegand
James B. Wiegand,
President, Sole Director and Chief Financial Officer
38
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Exhibit 31.1
I, James B. Wiegand, Chief Executive Officer, certify that:
1. I have reviewed the report being filed on Form 10-K by Rosewind Corporation.
CERTIFICATIONS
2. Based on my knowledge, the report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
respect to the period covered by the report;
3. Based on my knowledge, the financial statements, and other financial information included in the report, fairly present in all
material respects the financial condition, results of operations and cash flows of Rosewind Corporation as of, and for, the periods
presented in the report;
4. I and the other certifying officer are responsible for establishing and maintaining disclosure controls and procedures (as such term
is defined in Regulation 13a-14 of the Securities Exchange Act of 1934) for Rosewind Corporation and have:
i. Designed such disclosure controls and procedures to ensure that material information relating to Rosewind Corporation,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the
periodic reports are being prepared;
ii. Evaluated the effectiveness of Rosewind Corporation's disclosure controls and procedures as of a date within 90 days prior to
the filing date of the report ("Evaluation Date"); and
iii. Presented in the report our conclusions about the effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. I and the other certifying officer have disclosed, based on our most recent evaluation, to the Rosewind Corporation auditors and
the audit committee of the board of directors (or persons fulfilling the equivalent function):
i. All significant deficiencies in the design or operation of internal controls which could adversely affect Rosewind Corporation's
ability to record, process, summarize and report financial data and have identified Rosewind Corporation's auditors any material
weaknesses in internal controls; and
ii. Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer's
internal controls; and
6. I and the other certifying officer have indicated in the report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material weaknesses.
Date: November 29, 2011
By:
/s/ James B. Wiegand
James B. Wiegand
President
Chief Financial Officer
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.
Exhibit 32.1
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2004
(18 U.S.C. SECTION 1350)
In connection with the Annual Report of Rosewind Corporation (the "Company") on Form 10-K as filed with the Securities and
Exchange Commission on the date hereof (the "Report'), I, James B. Wiegand, Chief Executive Officer and Chief Financial Officer of
the Company, certify, pursuant to 18 USC ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2004, that to the
best of my knowledge and belief:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of
the Company.
Date: November 29, 2011
By:
/s/ James B. Wiegand
James B. Wiegand
President
Chief Financial Officer
EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.