Aytu BioPharma, Inc. (AYTU) 2011年年度報告「NASDAQ」.pdf

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1、SECURITIES&EXCHANGE COMMISSION EDGAR FILINGAYTU BIOSCIENCE,INCForm:10-K Date Filed:2011-11-29Corporate 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 STATESSECURITIES AND EXCHANGE

2、COMMISSIONWashington D.C.20549FORM 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 47-0883144(State or other jur

3、isdiction of(I.R.S.Employer Identification No.)incorporation or organization)16200 WCR 18E,Loveland,Colorado 80537(Address of principal executive offices)(Zip code)(970)635-0346(Registrants telephone number,including area code)Securities Registered under Section 12(b)of the Exchange Act:NoneSecuriti

4、es 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 theregistrant was required to file such reports),and(2)has been

5、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 thebest of Registrants knowledge,in definitive proxy or information statements

6、incorporated by reference in Part III of this Form 10-K or any amendment to thisForm 10-K.State issuers 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 th

7、e registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,or a smaller reporting company.Seedefinitions 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 N

8、on-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 fo

9、r the Registrants Common Shares on the OTCBBon 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 Registrants shares of CommonStock.The number of shares of non-affiliates of the Registrant has been calculated by subtracting shares h

10、eld by persons affiliated with the Registrant fromoutstanding shares.The number of shares outstanding of the Registrants 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 CORPORATI

11、ON(A Development Stage Company)FORM 10-K FOR THE YEAR ENDED AUGUST 31,2011 TABLE OF CONTENTS Page PART I Item 1.Description of Business 3 Item 2.Description of Property 11 Item 3.Legal Proceedings 11 Item 4.Submission of Matters to a Vote of Security Holders 11 PART II Item 5.Market for Common Equit

12、y and Related Stockholder Matters 11 Item 6.Managements Discussion and Analysis or Plan of Operation 14 Item 7.Financial Statements 14 Item 8.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 30 Item 8A.Contols and Procedures 30 Item 8B.Other Information 31 PART II

13、I Item 9.Directors,Executive Officers,Promoters and Control Persons;Compliance with Section 16(a)of the Exchange Act 32 Item 10.Executive Compensation 33 Item 11.Security Ownership of Certain Beneficial Owners and Management And Related Stockholder Matters 34 Item 12.Certain Relationships and Relate

14、d Transactions 35 Item 13.Exhibits 37 Item 14.Principal Accountant Fees and Services 37 2EDGAR 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

15、,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 theGreat Barrier Reef of Australia.Rosewind Corporations mission is to train novice sailors to voyage offshore with safety and confidence

16、.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 ourPresidents son,refitted the vessel and sailed single-handed to Australia to open the school where conditions are near-optimum.H

17、e was compensated withshares 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 tostart our business and upgraded our vessel and its equipme

18、nt.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 intenselytrain 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

19、 week voyages withtwo 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 inColorado.We have been attempting to generate revenue from students sin

20、ce February 2008,but as of August 31,2011 and the date of this report we havetrained 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 jurisdic

21、tion for commercial use of our sailing vessel will beexpensive 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 numerousadditional factors may delay or prevent us from generating revenue from our vessel and planned

22、 operations and our cash reserves could be depleted.Anunfavorable 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 Companys mission is to teach offshore sailing.Our philosophy is that peopl

23、e learn to sail across oceans best by direct experience.The“learn by doingexperience”will enable the successful graduate to enjoy offshore cruising at a reduced level of risk by methodically preparing themselves and their boat.3EDGAR Stream is a copyright of Issuer Direct Corporation,all rights rese

24、rved.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:Marine Environment and Safety at SeaLife Rafts and Ditch BagsMedical Preparedness and First AidFeatures of Offshore Capable VesselsRigging and D

25、eck GearTools,Mechanical and Electrical SkillsSails,Rope work and SewingSail Handling12 Volt Electrical SystemsBoat Electronics,Instruments,Radio and RadarAuxiliary Diesel Maintenance and RepairHeavy Weather SeamanshipWeather,Pilot Charts and NavigationPassagemakingBoat Maintenance,Provisioning and

26、Waste DisposalShips 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 andpersonal safety equipment.Marketing of our Service Our President will book students and deposit

27、prepaid tuition or deposits into the companys bank account.He will utilize classified advertisements in sailingmagazines 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 we

28、bsite: 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 havenot done any study of the training programs offered by other companies or informally by individual boat owners.We face com

29、petition from sailing schools orindividual boat owners offering larger and newer vessels,more experienced staff,greater business experience and asset and liability insurance,We have noneof these resources.In addition,we face competition based on numerous factors including marketing and sales capabil

30、ity from larger companies.We have onlylimited 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 o

31、f our vessel and registration of its radio.In the event that any portion ofour shore based activities,consisting primarily of logistics,student rendevous and vessel maintenance were found to be in violation of the regulations of acountry whose waters of port facilities we utilize,we may be forced to

32、 relocate,undergo delays and/or incur significant expenses in connection with licensingrequirements 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 applyfor or successfully obtain regulatory approvals.4EDGAR Stre

33、am 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 predictaccurately the future costs associated with environmental com

34、pliance and potential remediation activities,compliance with environmental laws is not expected torequire significant capital expenditures.As of the date of this report the waste holding tank on our vessel is inoperative and awaiting repair or replacement.Thisis not expected to have,a material adver

35、se 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 ourpolicy could have a material adverse effect on our financial condition.OU

36、R 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 inPort Townsend,Washington.Communication with our vessel is by High Frequency HAM radio or satellite phone while at sea and by land t

37、elephone,cell phone,fax or internet,as available,while in port.The following data includes our vessels size,age and other data extracted from the“Report of Survey.”Vessel Name Six String Hailing Port Loveland,ColoradoMake/Model Jason 35 CutterType Aft cockpit,cutter rigged sailing vesselNavigation L

38、imits Suitable for recreational costal and offshore serviceCurrent Fair market Value$43,000 to$47,000Replacement Value as Equipped$320,000Model Year Hull constructed 1982 with launch date in 1986Builder Custom Yacht Builders,Ontario,CanadaHIN Number Canadian Issued:0781B3401Official Number Federal D

39、ocumentation 1092461Aux.Propulsion Yanmar Deisel-new in 2005Hull/Deck Color WhiteLOA 34 feet 6 inchesLWL 27 feet 4 inchesBeam 11 feet 2 inchesDraft 5 feetDisplacement 16,800 pounds dry weightSail Area 634 square feet,Cutter rigged Other vessel equipment includes:Propane stove and oven,drip-pot diese

40、l cabin heater,120VAC/12DC electrical system,RIB tender with outboard,navigational equipment,charts and referencelibrary.SEASONALITYOur business is materially affected by seasonal factors,including tropical storms,cyclones and hurricanes,which generally occur during the summer and fallseasons.We may

41、 relocate or curtail operations to reduce the risks associated with these and other violent weather phenomena.5EDGAR Stream is a copyright of Issuer Direct Corporation,all rights reserved.EMPLOYEES As of August 31,2011 we have two employees.RISKS RELATED TO OUR BUSINESSOUR PRIMARY ASSET,OUTSIDE OF C

42、ASH 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 THESAME EXTENT THAT THOSE SAME ASSETS WOULD BE RECOVERABLE IF LOCATED WITHIN THE JURISDICTION OF THE UNITED S

43、TATES.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 otherforeign jurisdiction,for the benefit of any party,a significant difficulty would arise in enforcing such recovery.In the event that

44、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 DO

45、CUMENTATION AND REGISTRATION REQUIREMENTS OF THE U.S.COAST GUARD ANDTHE 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 beconsidered as crew on our US Coast Guard Docum

46、ented vessel while in passage from a port in one foreign country to a port in a different foreign country.UnderUS Coast Guard policy,we need not obtain any additional foreign certification or licensing on our vessel to undertake this type of passage with student crewaboard.We have no present plan,an

47、d 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 governmentaljurisdiction for commerci

48、al use of our sailing vessel will be expensive and time consuming.Should this or any related,but presently unforeseen,requirementsignificantly delay or prevent us from generating revenue from our vessel and planned operations,then our cash reserves could become significantly depleted.An unfavorable

49、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 NOTBE ABLE TO GENERATE SIGNIFICANT REVENUE IN THE NEAR FUTURE.FURTHER,THERE IS NO ASSURAN

50、CE THAT WE WILL EVER GENERATESIGNIFICANT REVENUE.WE HAVE NOT GENERATED SIGNIFICANT REVENUE SINCE INCEPTION AND WE HAVE EXPERIANCED LOSSES SINCEINCEPTION.FAILURE TO GENERATE SUFFICIENT REVENUE TO PAY EXPENSES AS THEY COME DUE WILL RESULT IN THE FAILURE OF OURCOMPANY AND THE COMPLETE LOSS OF ANY MONEY

51、 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 notmaterialize as planned our business will need to find sources of cash to sustain operations.In the event that w

52、e are unable to find sufficient cash to sustainoperations we would be forced to close our business and any investment in our shares would be a total loss.6EDGAR Stream is a copyright of Issuer Direct Corporation,all rights reserved.AS A PUBLIC COMPANY,OUR FUTURE COST OF DOING BUSINESS WILL LIKELY IN

53、CREASE BECAUSE OF NECESSARY EXPENSES WHICHINCLUDE,BUT ARE NOT LIMITED TO,ANNUAL AUDITS,LEGAL COSTS,SEC REPORTING COSTS,COSTS OF A TRANSFER AGENT AND THE COSTSASSOCIATED WITH FEES AND COMPLIANCE.FURTHER,OUR MANAGEMENT MAY NEED TO INVEST SIGNIFICANT TIME AND ENERGY TO STAYCURRENT WITH THE PUBLIC COMPA

54、NY RESPOSIBILITIES OF OUR BUSINESS AND WILL THEREFORE HAVE LITTLE TIME AVAILABLE TO APPLY TOOTHER TASKS NECESSARY TO OUR SURVIVAL.IT IS POSSIBLE THAT THE BURDEN OF OPERATING AS A PUBLIC COMPANY WILL CAUSE US TOFAIL TO ACHIEVE PROFITABLILITY.IF WE EXHAUST OUR FUNDS,OUR BUSINESS WILL FAIL AND OUR INVE

55、STORS WILL LOOSE ALL MONEYINVESTED 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,itis essential that we grow our business rapidly to achieve profits and maintain adequate cas

56、h flow to pay the cost of remaining public.If we fail to pay publiccompany costs,as such costs are incurred,we will become delinquent in our reporting obligations and our shares may no longer remain qualified for quotationon a public market.WE ARE AT AN EARLY STAGE OF DEVELOPMENT.WE HAVE BEGUN TO MA

57、RKET BUT HAVE NOT YET GENERATED SIGNIFICANT REVENUES.IFWE 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 r

58、efitand 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.Wehave located only one paying students for training aboard our vessel.Accordingly,we do not know if and when we will generate significant revenue.B

59、ecause ofthese 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 NOTKNOW IF WE WILL EVER BECOME PROFITABLE OR THAT OUR INV

60、ESTORS WILL EVER RECOUP OR PROFIT FROM THEIR INVESTMENT IN OURSHARES.From the date of incorporation to August 31,2011,our accumulated losses are$451,211.Since inception we have earned no significant revenues.We expectexpenses and losses to increase in the near term as we fund yacht maintenance,yacht

61、 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

62、from their investment in our shares.SINCE OUR SUCCESS IS DEPENDENT ON COMPLETION OF KEY TASKS INCLUDING MARKETING AND THE INTRODUCTION OF OUR SERVICESINTO A LIMITED AND SPECIALIZED MARKET,AND SINCE WE HAVE EXPERIENCE SETBACKS AND DISAPPOINTING RESULTS TO DATE,WE DO NOTKNOW IF WE WILL BE ABLE TO COMP

63、LETE 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 controlor predict.These factors could include,the world economy,weather,political instability,health risks in countries wher

64、e students of the sailing school are requiredto 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

65、 that may arise without notice.Loss of the services of our Presidentcould force operations to be delayed or suspended.Our failure to achieve marketing and operational objectives will mean that investors will not be able to recouptheir investment or to receive a profit on their investment.7EDGAR Stre

66、am 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 ANDMARKETING COSTS.WE MIGHT NOT BE ABLE TO OBTAIN ADDITIONAL FUNDING ON ACCEPTABLE TERMS,IF AT ALL.WITHOUT ADDITIONALFUND

67、ING,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 privateequity or debt financings,collaborative arrangements with sailboat charter groups or agents or from other sources.Further equi

68、ty financings may substantiallydilute shareholders investment in our shares.If we cannot obtain the required additional funding,then investors will not be able to recoup their investment or toprofit from their investment.In addition,we have limited experience in marketing and sales and we intend to

69、develop only a very limit sales and marketing infrastructure to commercialize ourservice.SINCE WE HAVE ONLY ONE DIRECTOR WHO ALSO SERVES AS OUR PRESIDENT,CHIEF FINANCIAL OFFICER AND SECRETARY,DECISIONSWHICH AFFECT THE COMPANY WILL BE MADE BY ONLY ONE INDIVIDUAL.FURTHER,THE SON OF OUR SOLE DIRECTOR,P

70、RESIDENT,CHIEFFINANCIAL OFFICER AND SECRETARY,IS A SHAREHOLDER AND HAS SERVED AS OUR CAPTAIN.IT IS LIKELY THAT CONFLICTS OF INTERESTWILL ARISE IN THE DAY TO DAY OPERATION OF OUR BUSINESS.SUCH CONFLICTS,IF NOT PROPERLY RESOLVED,COULD HAVE A MATERIALNEGATIVE IMPACT ON OUR BUSINESS.In the past,the comp

71、any 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 n

72、ature were made at less than arms length and without input from a non-interested third party.Future transactions of a like nature coulddilute the percentage ownership of the company represented by shares of an individual investor.While the company believes its past transactions wereappropriate,and p

73、lans 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 futureand,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 purchas

74、eour shares.THE LAWS WHICH GOVERN MERGER TRANSACTIONS PROVIDE THAT SINCE OUR SOLE DIRECTOR AND OFFICER AND SIGNIFICANTSHAREHOLDERS TOGETHER OWN OVER 50%OF OUR OUTSTANDING SHARES,WE MAY ENTER INTO A SHARE EXCHANGE,REVERSE MERGEROR OTHER SIMILAR TRANSACTION WITH A PRIVATE COMPANY IN AN UNRELATED BUSIN

75、ESS WITHOUT THE PRIOR APPROVAL OF UNAFFILIATEDSHAREHOLDERS.The various securities laws applicable to our company,our management may elect to enter and consummate a transaction to enter a new business.In thatevent,our shareholders would likely receive only an information statement with certain disclo

76、sures as required by law and would likely not be in a position toapprove or disapprove the transaction.Investors who are unwilling to accept the uncertainty of new management,a new business plan,likely dilution and all thenumerous related uncertainties that may materialize in the event such a transa

77、ction is consummated,should not purchase our shares.Management has no present plan to alter its 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 man

78、agement,i.e.our President,James B.Wiegand,who is involved in otherbusiness activities and with whom we have no written employment agreement.If our President proves unwilling or unable to continue to serve then operationstogether with administrative functions and SEC reporting could be restricted or

79、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 vesselmaintenance or student training for the forseeabe future.In light of the

80、 facts that it is presently off season in the Pacific Northwest and Canada,our vessel isgenerally well maintained,student load has been and may remain well below projections,there may be no adverse effects on revenue.As required,ourPresident may replace or stand in as captain in connection with vess

81、el maintenance or to conduct one or more training voyages.If we are unable to adapt,ourbusiness may suffer and investors would likely lose all money invested.8EDGAR Stream is a copyright of Issuer Direct Corporation,all rights reserved.RISKS RELATED TO OUR INDUSTRY SHAREHOLDERS RISK THAT WE WILL BE

82、UNABLE TO SUCCESSFULLY MARKET OUR SERVICE.WE HAVE NOT YET ESTABLISHED THAT OURSERVICE 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

83、 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 ahandwritten letter of recommendation and we now provide prospective students with a copy of his letter and related editorial coverage that ran in a

84、 sailingmagazine.We are presently evaluating options to increase our student bookings.These include land based seminars,expansion of on board dive facilities,betteruse of the internet to recruit students.We are exposed to the dangers of bad weather,commercial ship traffic and numerous other risks in

85、herent in voyagingacross 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 ofprecautions.In the event our company fails to increase student revenue or encounters a serious and sustained problem with its opera

86、tions or staffing,shareholders would likely lose their entire investmentWE INTEND TO UTILIZE OUR VESSEL TO TRAIN STUDENTS OF OUR SAILING SCHOOL BUT WE HAVE NOT YET IDENTIFIED OR ATTEMPTED TOCOMPLY WITH ANY APPLICABLE CERTIFICATION OR LICENSING REQUIREMENTS OF ANY JURISDICTION.Securing and maintainin

87、g licenses deemed necessary by any governmental jurisdiction for commercial use of our sailing vessel will be expensive and timeconsuming.Should this or any related requirement significantly delay or prevent us from generating revenue from our vessel and planned operations,then ourcash reserves coul

88、d be depleted.An unfavorable outcome in connection with this risk is possible,however we will not be in a position to predict the outcome.Inthe event we are unable to comply,we could be forced to abandon efforts to secure licenses and certifications.A significantly unfavorable and continuingoutcome

89、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

90、,WE MIGHT BE UNABLE ORUNWILLING 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 thedevelopment and marketing of our service.Since we have limited operating h

91、istory,government regulation could cause unexpected delays and adversely impactour business in areas where our inexperience might lead to failure in complying with applicable requirements.Such failure to comply might also result in criminalprosecution,civil penalties,recall or seizure of our vessel,

92、or partial or total suspension of operations.Any of these penalties could delay or prevent thepromotion,marketing or sale of our service.We have neither legal,lobbying or other resources to favorably alter the course of such developments,and shouldthey occur,shareholders would likely lose their enti

93、re investment.9EDGAR 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 THATMAY BECOME MANDANTORY FOR SUCH SERVICES MORE RAPIDLY THAN WE DO,OR IN DEVELOPING SERVICES T

94、HAT ARE MORE EFFECTIVEOR 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 successdepends on our ability to timely id

95、entify new market trends and develop,introduce and support new and enhanced services on a successful and timely basis.Wemight 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

96、ATSEA,AND EVEN IF CAPABLE PERSONNEL ARE AVAILABLE,WE HAVE NOT YET DEMONSTRATED SIGNIFICANT MARKET ACCEPTANCE AND OURSERVICE MIGHT NOT GAIN MEANINGFUL MARKET ACCEPTANCE AMONG THE POSSIBLY LIMITED NUMBER OF PEOPLE WHO WANT TO LEARN TOVOYAGE UNDER SAIL.The degree of market acceptance will depend on a n

97、umber of factors,including: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 m

98、arket 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 WEARE,AND WILL REMAIN,EXPOSED TO UNLIMITED POTENTIAL LIABILITY RISKS FROM CLIENTS,STAFF OR OTHERS.Our planned sailing s

99、chool operations create a risk of liability for injury or loss of life of participants.We manage our liability risks by following the properprotocols of good seamanship.We presently operate with only limited liability,asset loss or damage insurance.Upgraded insurance coverage is expensive anddifficu

100、lt to obtain.In the future,insurance coverage will likely not be available to us on acceptable terms,if at all.Further,without upgraded insurance ourmarketing efforts may not succeed and we may be barred from operating from otherwise available ports.As we are unable to obtain sufficient insurancecov

101、erage on reasonable terms or to otherwise protect against potential liability claims we might not be able to commercialize our sailing school.If we face afuture liability claim or loss of our under-insured yacht,we will suffer a material adverse effect on our financial condition and our investors wo

102、uld lose their entireinvestment.10EDGAR 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 offic

103、e of our Presidentat 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

104、 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 operate

105、d by FINRA.Few market makers continue to participate in the OTCBB systembecause 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 aquotation for our shares.Consequently,as of the date of this report,our share

106、s 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 currentand,since inception,we have filed our SEC reports on time.Our trading

107、 symbol is RSWN.HOLDERSAs 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 person

108、s topurchase 239,000 shares of our common stock at a purchase price of$0.25 per shares,all subject to our effective Registration Statementand Prospectus.All shares were sold by Management.Proceeds,amounting to$59,750 passed through escrow at Corporate Stock Transfer,Denver,Coloradoand were deposited

109、 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 toretain any future earnings to finance our operations and e

110、xpansion.The payment of cash dividends in the future will be at the discretion of our Board of Directorsand will depend upon our earnings levels,capital requirements,any restrictive loan covenants and other factors the Board considers relevant.11EDGAR Stream is a copyright of Issuer Direct Corporati

111、on,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 issue

112、d under Section 4(2)of the Securities Act of 1933,as amended,and/or Regulation D promulgated by the Securities andExchange 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 oforganizing the Company

113、.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,ou

114、r Captain and son of James B.Wiegand,700,000 shares of our common stock in consideration forhis 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 Sandova

115、l 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.

116、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 consi

117、deration for$5,000.On March 30,2006,we issued Mr.Roger May 50,000 shares of our common stock in consideration for$5,000.12EDGAR 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

118、 our IPO amounting to$59,750 were deposited intoour 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 a

119、nd 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 Ne

120、al 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 K

121、uenn 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 5,0

122、00 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$5,000On January 15,2010,we issued Craig K.Olso

123、n 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 Cass

124、on 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 Mil

125、ler 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$500.13EDGAR Stream is a copyright of Issuer Direct Cor

126、poration,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

127、 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

128、 August 31,2011,we issued a total of 290,003 shares of our common stock to 17 non-affiliated individuals who participated inour 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 A

129、ugust 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 wit

130、h 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 forall record-keeping and administrative functions in connection with our common shares.ITEM 6.SELECTED FINANCIAL DATA-NOT APPLICABL

131、EITEM 7.MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONForward-looking statementsThe following discussion should be read in conjunction with the financial statements of Rosewind Corporation(the“Company”),which are included elsewhere inthis Form 10-K.This Annual Report on Form 10-K contains

132、forward-looking information.Forward-looking information includes statements relating to futureactions,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

133、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 informationis identified as forward-looking an

134、d is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differmaterially from those projected in the information.Forward-looking information may be included in this Annual Report on Form 10-K or may be incorporated byreference from other

135、documents filed with the Securities and Exchange Commission(the“SEC”)by the Company.You can find many of these statements bylooking for words including,for example,“believes”,“expects”,“anticipates”,“estimates”or similar expressions in this Annual Report on Form 10-K or indocuments incorporated by r

136、eference 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.14EDGAR Stream is a copyright of Issuer Direct Corporation,all rights reserved.We have based the forwar

137、d-looking statements relating to our operations on our managements current expectations,estimates and projections about ourCompany and the industry in which we operate.These statements are not guarantees of future performance and involve risks,uncertainties and assumptionsthat we cannot predict.In p

138、articular,we have based many of these forward-looking statements on assumptions about future events that may prove to beinaccurate.Accordingly,our actual results may differ materially from those contemplated by these forward-looking statements.Any differences could result froma variety of factors,in

139、cluding,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 withone student aboard.The voyage req

140、uired 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

141、 of$1,750 was earned for the one week voyage.The student was a non-relatedthird 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),throughAugust 31,2011 and the date of this Form 10-K,we had$1,750 of o

142、perating 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 anadverse effect on bookings and revenues.In northern latitudes,th

143、e increased frequency of gales and generally uncomfortable conditions will cause our bookingsto decline significantly.We evaluate the seasonal relocation of our vessel as a potential strategy to partially offset loss of revenue caused by weather and cyclonerestrictions.To date we have been unable to

144、 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 availablevoyage dates and there may be cancellations or other events that are beyond our control.Therefore,we are unable to p

145、redict the annual cash flow andprofitability 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 MichaelWiegand single-handed our vessel fr

146、om Ecuador to Australia and has thus demonstrated that our vessel can be sailed with no assistance from student crew.Webelieve 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 becomeincapacitated during a voya

147、ge.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 conductedby our sailing school will help the student select and equip a sailing vessel and prepare for crossing an ocean safely and confidentl

148、y.We will admit lessexperienced sailors than those who can qualify themselves as experienced crew.In return for the higher cost,our week of training at sea delivered to ourstudents at sea will be more personalized and structured than the typical“share expenses”crew opportunity.Potential crew and nov

149、ice yacht owners useclassified advertisements as one method to locate a sailboat with plans for a specific voyage where they may gain experience.Generally,this is arranged bypaying a portion of the expenses of the voyage.We may reject the applications of prospective students who are not,in our opini

150、on,physically and mentallyprepared 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 verylimited results from our advertising.We anticipate that by continuing

151、to advertise we can locate and book students and thereafter begin generating revenue fromtraining voyages.Marketing expenses are budgeted at$250 per month,maximum.We believe we can reach an enthusiastic and qualified group of prospective clients throughclassified advertising in sailing magazines tha

152、t cater to people who dream of someday crossing oceans in their own cruising boat.We believe this is a costeffective 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

153、preceding our training voyages.Ouradvertisements contain our office phone number and the address of our website.Callers either reach James Wiegand or a recorded message with anopportunity to leave a name and phone number for a return call.As of the date of this report,our advertising program has pro

154、duced only disappointing results.We have received very few calls from prospective students.Thetwo students we have trained to date located us through our classified advertisement.We plan to continue monthly advertising and have,on occasion,added aphoto of our vessel to run with the copy.We have also

155、 solicited editorial coverage for our sailing school.One editorial has been written and published in theNovember 2008 edition of“Cruising World”magazine.Improved response to our advertising was noted.Significant improvement in our revenues has notmaterialized to date.Vessel Upgrades.We conducted an

156、IPO by management and completed the minimum offering on November 9,2007 raising over$56,000.This money hasbeen used in our sailing school where expenses for vessel upgrades and maintenance,operations and public company costs are substantial.We are makingefforts to keep costs to a minimum consistent

157、with the requirements of safety at sea and good seamanship.15EDGAR 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 lesst

158、han 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 publiccompany expense.We estimate that our quarterly cash flow,without allowances for extraordinary events or ongoing maintenance and miscellaneous

159、costs will be positive once weaverage 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 tobook and complete additional training voyages or generate any revenue in the future.The survey done on our ves

160、sel in 2005 states that the design and construction of our vessel is sound.The survey also states that our vessel needs properongoing maintenance to safely undertake ocean voyages.Consistent with the surveyors recommendations we undertook a two month refit prior to the voyagefrom Florida to Australi

161、a.This included the replacement of all standing rigging,installation of a new diesel auxiliary engine and many additional upgrades neededfor 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 h

162、auled out in Port Townsend Washington forminor repair.Based upon past experience with our vessel,we anticipate further maintenance and upgrade expenses will be required to ready our vessel forfuture training voyages.Vessel maintenance costs will likely increase as level of use and age increases.This

163、 could have a material adverse effect on our cashflow.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 weekvoyages with two students training on each voyage.Our vessel has three usable berths(beds)while

164、at sea.As of the date of this report we have failed togenerate significant revenue.We continue our efforts to book students for our planned voyages.Financial Condition and Results of OperationWe are a development stage company.We have relocated and significantly prepared our vessel for operation as

165、a sailing school,but,as of August 31,2011 andthe 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 toNoumea,New Caledonia.No

166、net revenue was generated.We confirmed the viability of our curriculum and we received a positively worded testimonial letterfrom 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

167、a non-relatedthird 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 operatingexpenses totaling$436,262 as of August 31,2011.Such expenses consisted primarily of general and administrative,professional fees

168、and services inconnection 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

169、,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 f

170、or the prior yearended August 31,2010.This is attributable to two factors:increase in costs incurred to maintain and upgrade our training vessel;issuance of commonstock 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 end

171、ed 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 s

172、chooloperations during each of the last two years.We believe student revenue was negatively impacted by the impaired US economy.16EDGAR Stream is a copyright of Issuer Direct Corporation,all rights reserved.Liquidity and Capital ResourcesManagement completed an Initial Public Offering of our common

173、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 pershare.The offering was completed during June 2010 with 12

174、5,000 restricted shares issued in consideration of$25,000 in offering proceeds.All proceeds havebeen deposited into the companys 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 o

175、f$0.15 pershare.At August 31,2010,33,334 restricted shares had been issued in consideration of$5,000 in offering proceeds.All proceeds were deposited into thecompanys bank and utilized for operations.During February of 2011 management initiated sale of a Regulation D Private Placement of its common

176、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 anticipatesreceiving the additional investments as necessary to sustain future operations.All proceeds have be

177、en deposited into the companys bank and utilized foroperations.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 todecline.FINANCIAL STATEMENTS.The financial statements and supplementary data requ

178、ired by this item are submitted on page 18 of this report.17EDGAR Stream is a copyright of Issuer Direct Corporation,all rights reserved.Index to Financial Statements Report of Independent Registered Public Accounting Firm19 Balance Sheets20 Statements of Operations.21 Statements of Stockholders Equ

179、ity(Deficit)22 Statements of Cash Flows23 Notes to the Financial Statements.24 18EDGAR Stream is a copyright of Issuer Direct Corporation,all rights reserved.REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the Board of Directors and ShareholdersRosewind Corporation(a development stage comp

180、any)Loveland,ColoradoWe have audited the accompanying balance sheets of Rosewind Corporation(a development stage company)as of August 31,2011 and 2010,and the relatedstatements of operations,stockholders equity(deficit),and cash flows for the years then ended,and from inception on March 1,2005 throu

181、gh August 31,2011.These financial statements are the responsibility of the Companys management.Our responsibility is to express an opinion on these financial statements basedon our audits.We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board(United

182、 States).Those standards require that weplan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.The Company is notrequired to have,nor were we engaged to perform an audit of its internal control over financial reporting.Our a

183、udit included consideration of internal control overfinancial reporting as a basis for designing audit procedures that are appropriate in the circumstances,but not for the purpose of expressing an opinion on theeffectiveness of the Companys internal control over financial reporting.Accordingly,we ex

184、press no such opinion.An audit also includes examining,on a testbasis,evidence supporting the amounts and disclosures in the financial statements,assessing the accounting principles used and significant estimates made bymanagement,as well as evaluating the overall financial statement presentation.We

185、 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 developmentstage company)as of August 31,2011 and 2010,and the results of its operati

186、ons 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 i

187、n Note 4 to thefinancial statements,the Company has incurred significant losses since inception,raising substantial doubt about its ability to continue as a goingconcern.Managements plans in regard to these matters are also described in Note 4.The financial statements do not include any adjustments

188、that mightresult from the outcome of this uncertainty.HJ&Associates,LLCSalt Lake City,UtahNovember 29,2011 19EDGAR Stream is a copyright of Issuer Direct Corporation,all rights reserved.ROSEWIND CORPORATION(A Development Stage Company)Balance Sheets August 31,August 31,2011 2010 Assets Current Asset

189、s:Cash$3,993$1,545 Prepaid asset 234 172 Total current assets 4,227 1,717 Property and equipment,net 18,611 25,374 Total assets$22,838$27,091 Liabilities and Shareholders Equity(Deficit)Current liabilities:Accounts payable$330$477 Accrued interest payable,related party 5,803 4,623 Loans payable to r

190、elated party 52,300 77,599 Total current liabilities 58,433 82,699 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,resp

191、ectively 388,815 235,250 Additional paid-in capital 27,301 23,051 Common stock subscription 1,000 Accumulated deficit (500)(500)Deficit accumulated during development stage (451,211)(314,409)Total shareholders equity(deficit)(35,595)(55,608)Total liabilities and shareholders equity(deficit)$22,838$2

192、7,091 See accompanying notes to financial statements 20EDGAR Stream is a copyright of Issuer Direct Corporation,all rights reserved.ROSEWIND CORPORATION(A Development Stage Company)Statements of Operations March 1,2005 (Inception)For the Year Ended Through August 31,August 31,2011 2010 2011 Revenue$

193、1,750 Operating expenses:Professional fees 44,687 24,190 132,518 Contributed services,related party(Note 2)4,250 2,580 22,811 General and administrative 84,682 29,971 280,933 Total operating expenses 133,619 56,741 436,262 Loss from operations (133,619)(56,741)(434,512)Other Income(Expense)Other inc

194、ome 274 274 Interest expense (3,183)(3,803)(16,973)Total other expenses (3,183)(3,529)(16,699)Net loss (136,802)(60,270)(451,211)Other Comprehensive Income(Loss)Gain(loss)on foreign currency exchange 765 Total Comprehensive Loss$(136,802)$(59,505)$(451,211)Basic and diluted loss per share$(0.03)$(0.

195、02)Basic and diluted weighted average common shares outstanding 4,079,469 3,489,885 See accompanying notes to financial statements 21EDGAR Stream is a copyright of Issuer Direct Corporation,all rights reserved.ROSEWIND CORPORATION(A Development Stage Company)Statements of Shareholders Equity(Deficit

196、)Deficit Accumulated Accumulated Additional Other Common During Common Stock Paid-in Comprehensive Stock Accumulated Development Total Shares Amount Capital Loss Subscription Deficit Stage Equity Balance at March 1,2005(inception)100,000$500$100$(500)$100 Common stock issued inexchange for a Sailing

197、 vessel at$0.034 per share on March 4,2005 1,150,000 39,000 39,000 Net loss,period endedAugust 31,2005 (18,677)(18,677)Balance at August 31,2005 1,250,000 39,500 100 (500)(18,677)20,423 Common stock issued forservices on September 20,2005 at$0.04 per share 700,000 28,000 28,000 Common stock issued f

198、orservices on September 20,2005 to arelated party at$0.04 per share 700,000 28,000 28,000 Various common stockissuances for cash at$0.10 per share 500,000 50,000 50,000 Contributed capital 1,965 1,965 Net loss,year endedAugust 31,2006 (70,441)(70,441)Balance at August 31,2006 3,150,000 145,500 2,065

199、 (500)(89,118)57,947 Contributed capital 925 925 Office space contributedby an officer 1,200 1,200 Services contributed byan officer 7,271 7,271 Foreign currency exchangegain 417 417 Net loss,year endedAugust 31,2007 (48,954)(48,954)Balance at August 31,2007 3,150,000 145,500 11,461 417 (500)(138,07

200、2)18,806 Common stock issued forcash on November16,2007 at$0.25 per share 239,000 59,750 59,750 Contributed capital 669 669 Office space contributed byan officer 1,200 1,200 Services contributed byan officer 2,674 2,674 Foreign currency exchangegain 32 32 Net loss,year endedAugust 31,2008 (57,173)(5

201、7,173)EDGAR Stream is a copyright of Issuer Direct Corporation,all rights reserved.Balance at August 31,2008 3,389,000 205,250 16,004 449 (500)(195,245)25,958 Contributed capital 1,757 1,757 Office space contributed by an officer 1,200 1,200 Services contributed byan officer 1,510 1,510 Foreign curr

202、ency exchangeloss (1,214)(1,214)Various Common stockissuances for cash at$0.20 per share 80,500 16,100 16,100 Net loss,year endedAugust 31,2009 (58,894)(58,894)Balance at August 31,2009 3,469,500 221,350 20,471 (765)(500)(254,139)(13,583)Office space contributed by an officer 1,200 1,200 Services co

203、ntributed by anofficer 1,380 1,380 Various common stockissuances for cash at$0.20 per share 44,500 8,900 8,900 Common stock issued forcash on July 24,2010 at$0.15 per share 33,334 5,000 5,000 Foreign currencyexchange gain 765 765 Common stock subscribedon June 2,2010 1,000 1,000 Net loss,year endedA

204、ugust 31,2010 (60,270)(60,270)Balance at August 31,2010 3,547,334 235,250 23,051 1,000 (500)(314,409)(55,608)Office space contributed by an officer 1,200 1,200 Services contributed byan officer 3,050 3,050 Various common stockissuances for cash at$0.15 per share 290,003 43,500 43,500 Common stock su

205、bscribed on November 30,2010 6,667 1,000 (1,000)Conversion of relatedparty note into common stock at$0.10 per share on December 10,2011 490,654 49,065 49,065 Common stock issued forservices on August 3,2011 to a related party at$0.15 per share 250,000 37,500 37,500 Common stock issued forservices on

206、 August 4,2011 at$0.15 per share 150,000 22,500 22,500 Net Loss year endedAugust 31,2011 (136,802)(136,802)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 state

207、ments 22EDGAR Stream is a copyright of Issuer Direct Corporation,all rights reserved.ROSEWIND CORPORATION(A Development Stage Company)Statements of Cash Flows March 1,2005 (Inception)For the Year Ended Through August 31,August 31,2011 2010 2011 Cash flows from operating activities:Net loss$(136,802)

208、$(60,270)$(451,211)Adjustments to reconcile net loss to net cash used by operating activities:Depreciation expense 6,763 9,185 47,260 Contributed capital to fund expenses 4,250 2,580 27,201 Common stock issued for services 60,000 116,000 Changes in operating assets and liabilities:(Increase)decrease

209、 in prepaid services (62)85 (234)Increase(decrease)in accounts payable and accrued liabilities 1,033 5,045 13,047 Net cash used in operating activities (64,818)(43,375)(247,937)Cash flows from investing activities:Cash paid for fixed assets (6,576)(26,870)Net cash used in investing activities (6,576

210、)(26,870)Cash flows from financing activities:Common stock issued for cash 43,500 14,900 184,250 Proceeds from related party loans 35,766 22,984 106,450 Payments on related party loans (12,000)(12,000)Net cash provided by financing activities 67,266 37,884 278,700 Net change in cash 2,448 (12,067)3,

211、893 Cash,beginning of period 1,545 13,612 100 Cash,end of period$3,993$1,545$3,993 Supplemental disclosure of cash flow information:Cash paid during the period for:Income taxes$Interest$2,003$4,254 NON CASH FINANCING ACTIVITIES:Common stock issued for services$60,000$116,000 See accompanying notes t

212、o financial statements 23EDGAR Stream is a copyright of Issuer Direct Corporation,all rights reserved.ROSEWIND CORPORATION(A Development Stage Company)Notes to the Financial StatementsAugust 31,2011 and 2010NOTE 1-ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESa.OrganizationRosewind Corp

213、oration(the“Company”)was initially incorporated on August 9,2002 in the State of Colorado.On August 13,2005,the Companyissued 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 oforganizing the Company.During October 2002,

214、the sole officer and director contributed$100 to the Company in order to open a bank account inthe Companys 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 C

215、ompany and develop an offshore sailing school near the Australian GreatBarrier Reef.Although the Company was officially reinstated with the State of Colorado on April 21,2005,the accompanying financial statementsreport March 1,2005 as the date of inception for accounting purposes,which was the date

216、the Company commenced its operating activities.b.Accounting MethodThe Companys financial statements are prepared using the accrual method of accounting.The Company has elected an August 31 year-end.c.EstimatesThe preparation of financial statements in conformity with generally accepted accounting pr

217、inciples in the United States of America requiresmanagement to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets andliabilities at the date of the financial statements and the reported amounts of revenues and expenses during

218、 the reporting period.Actual resultscould differ from those estimates.d.Income TaxesDeferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operatingloss and tax credit carryforwards and deferred tax liabilities are recogn

219、ized for taxable temporary differences.Temporary differences are thedifferences between the reported amounts of assets and liabilities and their tax bases.Deferred tax assets are reduced by a valuation allowancewhen,in the opinion of management,it is more likely than not that some portion or all of

220、the deferred tax assets will not be realized.Deferred taxassets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.24EDGAR Stream is a copyright of Issuer Direct Corporation,all rights reserved.ROSEWIND CORPORATION(A Development Stage Company)Notes

221、 to the Financial StatementsAugust 31,2011 and 2010NOTE 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 31:2011 2010 Deferred tax assets:NOL Carryover$107,800$90,100 Related Part

222、y Accruals 1,700 1,400 Valuation allowance (109,500)(91,500)Net deferred tax asset$-$-The income tax provision differs from the amount of income tax determined by applying the U.S.income tax rate to pretax income from continuingoperations for the years ended August 31,2011 and 2010 due to the follow

223、ing:2011 2010 Book Loss$(41,041)$(18,081)Foreign Currency -230 Contributed Services 1,275 -Stock Issued for Services 18,000 -Valuation allowance 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 offsetagains

224、t future taxable income as long as the“continuity of ownership”test is met.No tax benefit has been reported in the August 31,2011 financialstatements 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

225、of 1986,net operating loss carryforwards for Federal income tax reportingpurposes are subject to annual limitations.Should a change in ownership occur,net operating loss carryforwards may be limited as to use in futureyears.25EDGAR Stream is a copyright of Issuer Direct Corporation,all rights reserv

226、ed.ROSEWIND CORPORATION(A Development Stage Company)Notes to the Financial StatementsAugust 31,2011 and 2010NOTE 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 wh

227、ere it is required to file income tax returns,as well as allopen tax years in these jurisdictions.The Company has identified its federal tax return and its state tax return in Colorado as“major”taxjurisdictions,as defined.No reserves for uncertain tax positions have been recorded.With few exceptions

228、,the Company is no longer subject toU.S.federal,state and local,or non-U.S.income tax examinations by tax authorities for years before 2008.e.Loss per Common ShareThe Company reports net loss per share using a dual presentation of basic and diluted loss per share.Basic net loss per share excludes th

229、e impactof common stock equivalents.Diluted net loss per share utilizes the average market price per share when applying the treasury stock method indetermining common stock equivalents.At August 31,2011 there were no variances between the basic and diluted loss per share as there were nopotentially

230、 dilutive securities outstanding.f.Development StageThe Company is in the development stage in accordance with ASC Topic 915“Development Stage Entities”.As of August 31,2011 the Companyhas devoted substantially all of its efforts to financial planning and acquiring and reconditioning a sailing vesse

231、l.g.Property and EquipmentThe Companys capital assets consist of one sailing vessel,a 1982/86 Jason 35 Cutter rig,and an inflatable boat which are stated at the lower ofcost or market.Depreciation is calculated using the straight-line method over the estimated useful life of the vessel and related i

232、mprovements,ranging from five to ten years.Expenditures for additions and improvements are capitalized,while repairs and maintenance costs are expensed asincurred.The cost and related accumulated depreciation of any capital assets that are sold or otherwise disposed of are removed from the accountsa

233、nd 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:2011 2010 Sailing vessel$65,870$65,870 Accumulated depreciation (47,259)(40,496)Total fixed assets$18,611$25,374 Depreciation expense was$6,763 and$9,185 for the

234、 years ended August 31,2011 and 2010,respectively.26EDGAR Stream is a copyright of Issuer Direct Corporation,all rights reserved.ROSEWIND CORPORATION(A Development Stage Company)Notes to the Financial StatementsAugust 31,2011 and 2010 NOTE 1-ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIE

235、S(Continued)h.Revenue RecognitionRevenue will be recognized when the services are provided and collection is reasonably assured.i.Foreign Currency TranslationExpenses incurred and paid in foreign currency have been translated to U.S.currency for reporting purposes.j.Advertising The Company follows t

236、he policy of charging the costs of advertising to expense as incurred.The Company recognized$916 and$1,146 of advertisingexpense 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,acco

237、unting standards in order to determine their effects,if any,on itsconsolidated results of operation,financial position or cash flows.Based on that review,the Company believes that none of these pronouncements willhave a significant effect on its current or future earnings or operations.l.Cash and Ca

238、sh 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 whic

239、h 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 limitson the current policy may leave the Company open to further liabilities.27EDGAR Stream is a copyright of Issuer Direct Corporation,all rights res

240、erved.ROSEWIND CORPORATION(A Development Stage Company)Notes to the Financial StatementsAugust 31,2011 and 2010NOTE 2-RELATED PARTY TRANSACTIONSAs 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 carriesa 6%interest

241、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 ofAugust 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 i

242、ntocommon 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,th

243、e Company will agree to convert all,orany portion of the principal and accrued interest due and payable on either promissory note,into the Companys common shares at a fixedconversion 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

244、 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

245、issued 290,003 shares of common stock for cash of$43,500.The Company also issued400,000 shares of common stock in exchange for services provided to the Company.The shares were valued at$0.15 per share,a valuedetermined by a Consent of Directors,for a total value of$60,000.Also during the year,the Co

246、mpany converted the unsecured promissory note asdiscussed in Note 2 above.The note was converted into 490,654 shares of common stock.Effective March 11,2011,the Companys Articles of Incorporation were amended to increase the aggregate number of shares authorized from50,000,000 to 300,000,000 shares

247、of common stock having no par value.Effective June 18,2010 The Companys Articles of Incorporation were amended to increase the aggregate number of shares authorized from20,000,000 to 50,000,000 shares of common stock having no par value per share.28EDGAR Stream is a copyright of Issuer Direct Corpor

248、ation,all rights reserved.ROSEWIND CORPORATION(A Development Stage Company)Notes to the Financial StatementsAugust 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

249、 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 CONCERNThe accompanying financial statements have been prepared on a going concern basis,which co

250、ntemplates the realization of assets and thesatisfaction of liabilities in the normal course of business.As shown in the accompanying financial statements,the Company is a development stageenterprise with losses since inception and a limited operating history.These factors,among others,may indicate

251、that the Company will be unable tocontinue 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 benecessary should the Company be unable to continue as a going

252、 concern.The Companys continuation as a going concern is dependent upon itsability to generate sufficient cash flow to meet its obligations on a timely basis and ultimately to attain profitability.The Company intends to seekadditional funding through equity offerings to fund its business plan.There

253、is no assurance that the Company will be successful in raising additionalfunds.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 subsequentevents from the balance sheet date through the date the financials

254、were issued,and has determined there are no additional events that wouldrequire disclosure herein.29EDGAR Stream is a copyright of Issuer Direct Corporation,all rights reserved.ITEM 8.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND ACCOUNTING AND FINANCIAL DISCLOSURENone.ITEM 8A.CONTROLS AND PROCE

255、DURES.Conclusion Regarding the Effectiveness of Disclosure Controls and ProceduresUnder the supervision and with the participation of our principal executive officer and principal financial officer,we conducted an evaluation of ourdisclosure controls and procedures,as such term is defined under Rule

256、 13a-15(e)promulgated under the Securities Exchange Act of 1934,as amended(theExchange Act).Accordingly,we concluded that our disclosure controls and procedures as defined in Rule 13a-15(e)under the Exchange Act were effective asof August 31,2011 to ensure that information required to be disclosed i

257、n reports we file or submit under the Exchange Act is recorded,processed,andsummarized and reported within the time periods specified in SEC rules and forms.Disclosure controls and procedures include,without limitation,controls andprocedures designed to ensure that information required to be disclos

258、ed by an issuer in the reports that it files or submits under the Act is accumulated andcommunicated to the issuers management,including its principal executive and principal financial officers,or persons performing similar functions asappropriate to allow timely decisions regarding required disclos

259、ure.Managements 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

260、 designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of consolidated financial statements for external purposes in accordance with U.S.generally accepted accounting principles.Ourinternal control over financial reporting includes those policie

261、s 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 st

262、atements 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 acquisit

263、ion,use or disposition of our assets that could have amaterial effect on the consolidated financial statements.Management assessed the effectiveness of the Companys internal control over financial reporting as August 31,2011.In making this assessment,management used the criteria set forth by the Com

264、mittee of Sponsoring Organizations of the Treadway Commission in Internal Control-IntegratedFramework.Management has concluded that our internal control over financial reporting was effective as of August 31,2011.30EDGAR Stream is a copyright of Issuer Direct Corporation,all rights reserved.Inherent

265、 Limitations Over Internal ControlsInternal 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

266、,even an effective internal control system may notprevent or detect material misstatements on a timely basis.Also,projections of any evaluation of effectiveness to future periods are subject to the risk thatcontrols may become inadequate because of changes in conditions or that the degree of complia

267、nce 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 likelyto materially affect,our internal contro

268、l 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 financialreporting.Managements report was not subject to attestation b

269、y our independent registered public accounting firm pursuant to rules of the SEC that permit us toprovide only managements report in this annual report on Form 10-K.ITEM 8B.OTHER INFORMATION.None.31EDGAR Stream is a copyright of Issuer Direct Corporation,all rights reserved.Part IIIITEM 9.DIRECTORS,

270、EXECUTIVE OFFICERS,PROMOTERS AND CONTROL PERSONS;COMPLIANCE WITH SECTION 16(A)OF THE EXCHANGEACT.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 AGE James B.Wiegand President,Chief

271、 Financial Officer,Secretary and Director 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 atleast the past five years,indicating ea

272、ch persons principal occupation during the period,and the name and principal business of the organization by which hewas 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 developmentstage companies includin

273、g Pinel Bay Corporation,Ambermax Corporation and several similar entities.He obtained his Bachelor of Science in MechanicalEngineering at the University of Denver in 1969.Mr.Wiegands course work at the University of Denver included a minor in business.In 1972 Mr.Wiegandfounded Solar Energy Research

274、Corporation and took the company public in 1975,serving as president and director until October 1996.During the period from1985 until 1992 Mr.Wiegand also held various sales,sales management,banking and investment banking positions with American Solar.Western FederalSavings and Loan,American Remodel

275、ing and RAF Financial.In 1992 Mr.Wiegand left employment as a stock broker with RAF Financial to reorganize SolarEnergy Research for its 2,200 shareholders.In 1996 Solar Energy Research closed a$50,000,000 reverse acquisition of Telegen Corporation.During 1997 and1998 Mr.Wiegand and family bought an

276、d refitted a sailboat for a one year cruise in the Bahamas.In 1998 Mr.Wiegand founded Dotsero Imports and spent thefollowing two years importing and distributing a private label Tequila until the distillery was sold and the brand discontinued in 2000.32EDGAR Stream is a copyright of Issuer Direct Co

277、rporation,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 afederal grant that he independently applied for and obtained.Thereafter,age 10,Michael lived with h

278、is family aboard a forty-two foot sailing ketch,cruising theBahamas 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

279、 where he did general maintenance,serviced boats and soldgas.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 optednot to enter college,choosing instead to work full time for Mechanical Insulation Systems,I

280、nc,installing thermal insulation and later training and managing newemployees.At age 17,Michael Wiegand refitted the Companys 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

281、qualify him to work as an officer on any ship in any waters.He completed his solosailing voyages to Australia and New Zealand operating Six String as a training vessel.Subsequently,Michael returned our vessel to U.S.waters via Japan andis presently preparing himself to continue his education.Each di

282、rector and executive officer holds office until the next annual meeting of shareholders or until his successor has been duly elected and qualified.Otherthan the Father-Son relationship between James B.Wiegand and Michael Wiegand,there are no family relationships among the persons described below.ITE

283、M 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 endedAugust 31,2011 and during the last seven fiscal years.33EDGAR Stream is a copyright of Issuer Di

284、rect Corporation,all rights reserved.SUMMARY COMPENSATION TABLE Long Term All Other Annual Compensation CompensationAwards Compensation($)Securities Name and Restricted Stock Underlying Principal Position Year Salary($)Bonus($)Awards($)Options(#)James B.2011 0 0 0 0 2010 0 0 0 0 Wiegand 2009 0 0 0 0

285、 President,Secretary 2008 0 0 0 0 and Director 2007 0 0 0 0 _ 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 thebeneficial o

286、wner 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

287、using beneficial ownership concepts under the rules of the Securities and Exchange Commission.Under these rules,a person is deemed to be a beneficialowner 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

288、,whichincludes 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 rightto acquire beneficial ownership within 60 days.Under the Securities and Exchange Commission rules,more than one person may be deeme

289、d to be a beneficialowner 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 beneficialinterest.Except as noted below,each person has sole voting and investment power.The percentages below are calculated based on

290、4,734,658 shares of common stock which are issued and outstanding.Unless otherwise indicated,the businessaddress of each such person is c/o Rosewind Corporation,16200 WCR 18E,Loveland,Colorado 80537.34EDGAR Stream is a copyright of Issuer Direct Corporation,all rights reserved.OFFICERS,DIRECTORS NUM

291、BER BENEFICIAL AND 5%STOCKHOLDERS OF SHARES OWNERSHIP(%)James B.Wiegand 1,740,659(1)*36.7%Katherine Gould 566,000(2)11.9%Michael Wiegand 946,000(3)20.0%All directors and executive officers as a group(1 person)1,740,659*36.7%_(1)James B.Wiegand,our President received 100,000 shares of our common stoc

292、k in consideration for his services and an additional 1,150,000 shares inconsideration for our sailing vessel.On December 10,2010 we issued James B.Wiegand 490,654 shares of our common stock in consideration of cancelationof notes totaling$49,065.(2)Katherine Gould received 600,000 shares of our com

293、mon stock from the estate of her husband,Max Gould.The shares were originally issued to Max Gouldin 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.OnAugust 3,2011

294、 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 expense

295、s incurred as part oforganizing 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 Septem

296、ber 20,2005,we issued to Michael Wiegand,son of James B.Wiegand,700,000 shares of our common stock in consideration for his servicesvalued 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,

297、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 i

298、n 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 o

299、f 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$5,000.35EDGAR 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

300、 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

301、 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 Augus

302、t 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 principalbalance 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 sha

303、re of commonstock.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 y

304、ears ended August 31,2011 and 2010 the sole officer of the Company contributed services valued at$4,250 and$2,580,respectively.This amount hasbeen 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,

305、direct or indirect,in any transaction with usor 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

306、%of the voting rights attached to our outstanding shares of commonstock;orany relative or spouse of any of the foregoing persons who has the same house as such person.36EDGAR Stream is a copyright of Issuer Direct Corporation,all rights reserved.ITEM 13.PRINCIPAL ACCOUNTANT FEES AND SERVICESAudit Fe

307、esDuring the fiscal year ended August 31,2011,we incurred approximately$12,500 in fees to our principal independent accountants for professionalservices rendered in connection with the audit and reviews of our financial statements for fiscal years ended August 31,2011.During the fiscal year ended Au

308、gust 31,2010,we incurred approximately$11,500 in fees to our principal independent accountants for professionalservices 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-KExhibits Exhibit No.Descr

309、iption 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 2004Reports on 8-K No reports were filed on Form 8-K this fiscal yea

310、r.Audit-Related FeesThe aggregate fees billed during the fiscal years ended August 31,2011 and 2010 for assurance and related services by our principal independentaccountants that are reasonably related to the performance of the audit or review of our financial statements(and are not reported under

311、Item 9(e)(1)ofSchedule 14A was$0 and$0,respectively.Tax FeesThe aggregate fees billed during the fiscal years ended August 31,2011 and 2010 for professional services rendered by our principal accountant taxcompliance,tax advice and tax planning was$0 and$0,respectively.All Other FeesThe aggregate fe

312、es billed during the fiscal years ended August 31,2011 and 2010 for products and services provided by our principal independentaccountants(other than the services reported in Items 9(e)(1)through 9(e)(3)of Schedule 14A was$0 and$0,respectively.37EDGAR Stream is a copyright of Issuer Direct Corporati

313、on,all rights reserved.SIGNATURESIn accordance with the requirements of the Exchange Act,the Registrant has caused this report to be signed on its behalf by the undersigned,thereunto dulyauthorized.ROSEWIND CORPORATION (Registrant)DATE:November 29,2011By:/s/James B.Wiegand James B.Wiegand,President,

314、Sole Director and Chief Financial Officer 38EDGAR Stream is a copyright of Issuer Direct Corporation,all rights reserved.EDGAR Stream is a copyright of Issuer Direct Corporation,all rights reserved.Exhibit 31.1CERTIFICATIONS I,James B.Wiegand,Chief Executive Officer,certify that:1.I have reviewed th

315、e report being filed on Form 10-K by Rosewind Corporation.2.Based on my knowledge,the report does not contain any untrue statement of a material fact or omit to state a material factnecessary to make the statements made,in light of the circumstances under which such statements were made,not misleadi

316、ng withrespect 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 allmaterial respects the financial condition,results of operations and cash flows of Rosewind Corporation as of,and for,the per

317、iodspresented in the report;4.I and the other certifying officer are responsible for establishing and maintaining disclosure controls and procedures(as such termis defined in Regulation 13a-14 of the Securities Exchange Act of 1934)for Rosewind Corporation and have:i.Designed such disclosure control

318、s 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 theperiodic reports are being prepared;ii.Evaluated the effectiveness of Rosewind

319、Corporations disclosure controls and procedures as of a date within 90 days prior tothe 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 ourevaluation as of the Evaluation Date;5.I an

320、d the other certifying officer have disclosed,based on our most recent evaluation,to the Rosewind Corporation auditors andthe 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

321、could adversely affect Rosewind Corporationsability to record,process,summarize and report financial data and have identified Rosewind Corporations auditors any materialweaknesses in internal controls;and ii.Any fraud,whether or not material,that involves management or other employees who have a sig

322、nificant role in the issuersinternal controls;and6.I and the other certifying officer have indicated in the report whether or not there were significant changes in internal controls or inother factors that could significantly affect internal controls subsequent to the date of our most recent evaluat

323、ion,including anycorrective actions with regard to significant deficiencies and material weaknesses.Date:November 29,2011 By:/s/James B.Wiegand James B.WiegandPresidentChief Financial Officer EDGAR Stream is a copyright of Issuer Direct Corporation,all rights reserved.Exhibit 32.1CERTIFICATION PURSU

324、ANT TOSECTION 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 andExchange Commission on the date hereof(the Report),I,James B.Wiegand,Chief Executive Officer and Chief Fina

325、ncial Officer ofthe Company,certify,pursuant to 18 USC ss.1350,as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2004,that to thebest 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 inform

326、ation contained in the Report fairly presents,in all material respects,the financial condition and results of operations ofthe Company.Date:November 29,2011 By:/s/James B.Wiegand James B.WiegandPresidentChief Financial Officer EDGAR Stream is a copyright of Issuer Direct Corporation,all rights reserved.