Attached files
| file | filename |
|---|---|
| EX-31 - EX-31.1 SECTION 302 CERTIFICATION - Welwind Energy International CORP | welwind10qa063010ex311.htm |
| EX-32 - EX-32.1 SECTION 906 CERTIFICATION - Welwind Energy International CORP | welwind10qa063010ex321.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
X . QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2010
. TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ______ to _______
Commission File Number 000-26673
WELWIND ENERGY INTERNATIONAL CORPORATION
(Name of small business issuer in its charter)
Delaware |
| 98-0207081 |
(State of incorporation) |
| (I.R.S. Employer Identification No.) |
10 - 20172 113B Ave
Maple Ridge, British Columbia
Canada V2X 0Y9
(Address of principal executive offices)
(604) 463-8487
(Registrant’s telephone number)
with a copy to:
Carrillo Huettel, LLP
3033 Fifth Ave. Suite 201
San Diego, CA 92103
Telephone (619) 399-3090
Facsimile (619) 399-0120
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X . No .
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes . No X .
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer | . | Accelerated filer | . |
Non-accelerated filer | . (Do not check if a smaller reporting company) | Smaller reporting company | X . |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes . No X .
As of August 20, 2010, there were 266,800,692 shares of the registrant’s $.001 par value common stock issued and outstanding.
PART I: FINANCIAL INFORMATION
FINANCIAL STATEMENTS
Welwind Energy International Corporation
(A Development Stage Company)
June 30, 2010
Index
Consolidated Balance Sheets
3
Consolidated Statements of Operations
4
Consolidated Statements of Cash Flows
5
Notes to the Consolidated Financial Statements
6
2
Welwind Energy International Corporation
(A Development Stage Company)
Consolidated Balance Sheets
(expressed in Canadian dollars)
(unaudited)
| June 30, 2010 $ | December 31, 2009 $ |
|
|
|
ASSETS |
|
|
|
|
|
Current Assets |
|
|
|
|
|
Cash | 2,997 | 6,741 |
|
|
|
Amounts receivable | 2,631 | 1,090 |
|
|
|
Prepaid expenses | 1,773 | 1,104 |
|
|
|
Total Current Assets | 7,401 | 8,935 |
|
|
|
Property and Equipment, net | 549,363 | 555,196 |
|
|
|
Total Assets | 556,764 | 564,131 |
|
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT |
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
Accounts payable | 165,165 | 164,515 |
|
|
|
Due to related parties | 1,660,240 | 1,566,738 |
|
|
|
Total Liabilities | 1,825,405 | 1,731,253 |
|
|
|
Stockholders’ Deficit |
|
|
|
|
|
Preferred Stock Authorized: 10,000,000 preferred shares, with par value US$0.001 per share Issued and outstanding: 10,000,000 shares | 11,137 | 11,137 |
|
|
|
Common Stock Authorized: 290,000,000 common shares, with par value US$0.001 per share Issued and outstanding: 254,300,692 and 228,800,692 shares as of June 30, 2010 and December 31, 2009, respectively | 278,729 | 252,131 |
|
|
|
Additional Paid-In Capital | 20,199,567 | 20,050,569 |
|
|
|
Deficit accumulated during the development stage | (21,758,074) | (21,480,959) |
|
|
|
Total Stockholders’ Deficit | (1,268,641) | (1,167,122) |
|
|
|
Total Liabilities and Stockholders’ Deficit | 556,764 | 564,131 |
Going Concern (Note 1)
Commitments (Note 6)
(The accompanying notes are an integral part of these consolidated financial statements)
3
Welwind Energy International Corporation
(A Development Stage Company)
Consolidated Statements of Operations
(expressed in Canadian dollars)
(unaudited)
| For the Three Months Ended June 30, 2010 | For the Three Months Ended June 30, 2009 | For the Six Months Ended June 30, 2010 | For the Six Months Ended June 30, 2009 | Accumulated from August 17, 2006 (Date of Inception) to June 30, 2010 |
| $ | $ | $ | $ | $ |
|
|
|
|
|
|
Revenue | – | – | – | – | – |
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses |
|
|
|
|
|
|
|
|
|
|
|
General and Administrative | 80,969 | 366,046 | 213,841 | 708,352 | 19,403,959 |
|
|
|
|
|
|
Total Operating Expenses | 80,969 | 366,046 | 213,841 | 708,352 | 19,403,959 |
|
|
|
|
|
|
Loss from Operations | (80,969) | (366,046) | (213,841) | (342,306) | (19,403,959) |
|
|
|
|
|
|
Other Income (Expenses) |
|
|
|
|
|
|
|
|
|
|
|
Interest Expense | (32,423) | (25,037) | (63,274) | (48,566) | (295,202) |
Impairment of goodwill | – | – | – | – | (1,714,187) |
Loss on disposal of property and equipment | – | – | – | – | (1,000) |
|
|
|
|
|
|
Total Other Income (Expenses) | (32,423) | (25,037) | (63,274) | (48,566) | (2,010,389) |
|
|
|
|
|
|
Net Loss from continuing operations | (113,392) | (391,083) | (277,115) | (756,918) | (21,414,348) |
|
|
|
|
|
|
Discontinued operations | – | – | – | – | (343,726) |
|
|
|
|
|
|
Net loss and comprehensive loss | (113,392) | (391,083) | (277,115) | (756,918) | (21,758,074) |
|
|
|
|
|
|
Net Loss Per Share – Basic and Diluted Net Loss Per Share – Basic and Diluted |
|
|
|
|
|
Continuing operations | – | – | – | – |
|
Discontinued operations | – | – | – | – |
|
|
|
|
|
|
|
Weighted Average Shares Outstanding | 242,172,417 | 202,544,395 | 240,356,256 | 201,303,494 |
|
(The accompanying notes are an integral part of these consolidated financial statements)
4
Welwind Energy International Corporation
(A Development Stage Company)
Consolidated Statements of Cash Flows
(expressed in Canadian dollars)
(unaudited)
| For the Six Months Ended June 30, 2010 | For the Six Months Ended June 30, 2009 | Accumulated from August 17, 2006 (Date of Inception) to June 30, 2010 |
| $ | $ | $ |
|
|
|
|
Operating Activities |
|
|
|
|
|
|
|
Net Loss for the period | (277,115) | (756,918) | (21,758,074) |
|
|
|
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
|
|
|
|
|
|
|
Amortization | – | – | 8,066 |
Depreciation | 5,833 | 6,921 | 58,025 |
Foreign exchange loss and other | – | – | 15,410 |
Gain on cancellation of shares | – | – | (572,901) |
Impairment loss | – | – | 1,714,187 |
Imputed interest on shareholder loans | 63,274 | 48,566 | 295,202 |
Issuance of shares to settle debt | – | (17,177) | 588,224 |
Issuance of shares for compensation and services | 85,217 | 113,271 | 15,459,924 |
Write-off of subscription receivable | – | – | 770,310 |
|
|
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
Amounts receivable | (1,541) | (5,577) | 15,267 |
Accounts receivable | – | – | (16,985) |
Prepaid expenses and other | (669) | – | (1,773) |
Accounts payable and accrued liabilities | 650 | 220,359 | 287,625 |
|
|
|
|
Net Cash Used In Operating Activities | (124,351) | (390,555) | (3,137,493) |
|
|
|
|
Investing Activities |
|
|
|
|
|
|
|
Net cash acquired from acquisition | – | – | 2,194 |
Purchase and construction of equipment | – | – | (614,223) |
|
|
|
|
Net Cash Used In Investing Activities | – | – | (612,029) |
|
|
|
|
Financing Activities |
|
|
|
|
|
|
|
Proceeds from issuance of common shares | 25,773 ,773 | – | 2,191,583 |
Proceeds from related parties, net | 94,834 | 371,063 | 2,019,271 |
Repayment of debt | – | – | (464,049) |
|
|
|
|
Net Cash Provided By Financing Activities | 120,607 | 371,063 | 3,746,805 |
|
|
|
|
Net cash used in discontinued operations | – | – | 5,714 |
|
|
|
|
Increase (Decrease) in Cash | (3,744) | (19,492) | 2,997 |
|
|
|
|
Cash – Beginning of Year | 6,741 | 28,734 | – |
|
|
|
|
Cash – End of Year | 2,997 | 9,242 | 2,997 |
|
|
|
|
Supplemental Disclosures |
|
|
|
|
|
|
|
Interest paid | – | – | – |
Income tax paid | – | – | – |
|
|
|
|
Non-cash Transaction: |
|
|
|
Stock issued for debt |
| 64,606 | 64,606 |
(The accompanying notes are an integral part of these consolidated financial statements)
5
Welwind Energy International Corporation
Notes to the Consolidated Financial Statements
(expressed in Canadian dollars)
(unaudited)
1.
Nature of Operations and Continuance of Business
Welwind Energy International Corporation (the “Company”) was incorporated in the State of Delaware on December 18, 1997 as Global Golf Holdings Inc. The Company acquired a business on November 23, 2004 to sell and distribute low carbohydrate and sugar-free foods through retail and wholesale outlets in Western British Columbia, Canada, and through the Internet. On August 17, 2006, the Company acquired all of the outstanding and issued share capital of Welwind Energy International Corporation (“WEIC”), a private Canadian company. WEIC was founded in 2005 to build, own and operate wind farms on an international scale. Accordingly, the Company is now involved with wind power projects in China. The Company is based in British Columbia, Canada. On November 24, 2007, the Company discontinued operations of the retail and wholesale foods division to focus specifically on the wind power projects in China.
The Company has not realized revenues on its wind power projects, has a working capital deficiency of $1,818,004 and has an accumulated deficit at June 30, 2010 of $21,758,074. The Company's ability to continue as a going concern is dependent upon the Company's ability to obtain additional financing and/or achieving a profitable level of operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Management of the Company has undertaken a plan with the goal of sustaining the Company’s operations for the next twelve months and beyond. These steps include: (a) becoming cash flow positive via the Company’s Zhanjiang turbine and a Power Purchase Agreement from the local power authority, (b) continue efforts to raise significant additional capital and/or other forms of financing with Acterra Group and Adventis Capital; and (c) controlling overhead expenses. There can be no assurance that any of these efforts will be successful.
2.
Summary of Significant Accounting Policies
a)
Basis of Presentation
These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in Canadian dollars. These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Zhanjiang Windcor Windfarm Ltd. and Yangxi Windfarm Ltd. All significant intercompany balances and transactions have been eliminated. The Company’s fiscal year-end is December 31.
b)
Use of Estimates
The preparation of these consolidated financial statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to goodwill and purchased intangible asset valuations, stock-based compensation expense, deferred income tax asset valuation allowance and loss contingencies. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
c)
Interim Financial Statements
These interim unaudited financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.
6
Welwind Energy International Corporation
Notes to the Consolidated Financial Statements
(expressed in Canadian dollars)
(unaudited)
2.
Summary of Significant Accounting Policies (continued)
d)
Cash and Cash Equivalents
Cash consists of bank accounts held at financial institutions in the United States, Canada, and China. The Company considers all highly liquid instruments with a maturity of three months or less, at the time of issuance, to be cash equivalents. As of June 30, 2010 and December 31, 2009 there are no cash equivalents.
e)
Property and Equipment
Property and equipment are recorded at cost and is depreciated using the straight-line method over the estimated useful lives of the related asset. Maintenance and repairs are charged to expense as incurred. Significant renewals and betterments are capitalized. Costs included in wind equipment are under construction and will be amortized over their useful life on a straight-line basis once they are put into use.
f)
Long-Lived Assets
In accordance with ASC 360, Property Plant and Equipment, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.
g)
Foreign Currency Translation
The Company's functional and reporting currency is the Canadian dollar. Monetary assets and liabilities denominated in foreign currencies are translated to Canadian dollars in accordance with SFAS No. 52 “Foreign Currency Translation” using the exchange rate prevailing at the balance sheet date. Gains and losses arising on settlement of foreign currency denominated transactions are included in the determination of net income or loss. Foreign currency transactions are primarily undertaken in Chinese Renminbi. At June 30, 2010, the exchange rate for one Chinese Renminbi was $0.1564 CAD. For the period from January 1, 2010 to June 30, 2010, the average exchange rate for one Chinese Renminbi was $0.1506 CAD. The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.
h)
Comprehensive Loss
ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the consolidated financial statements. As at June 30, 2010 and December 31, 2009, the Company had no items representing comprehensive income/loss.
i)
Stock-based Compensation
The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.
7
Welwind Energy International Corporation
Notes to the Consolidated Financial Statements
(expressed in Canadian dollars)
(unaudited)
2.
Summary of Significant Accounting Policies (continued)
j)
Financial Instruments and Concentrations of Business
The fair values of financial instruments including cash, accounts receivable, accounts payable, accrued liabilities and amounts due to related parties were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. The Company’s operations are in Canada and China resulting in exposure to market risks from changes in foreign currency rates. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.
k)
Recently Issued Accounting Pronouncements
In August 2009, FASB issued an amendment to the accounting standards related to the measurement of liabilities that are recognized or disclosed at fair value on a recurring basis. This standard clarifies how a company should measure the fair value of liabilities and that restrictions preventing the transfer of a liability should not be considered as a factor in the measurement of liabilities within the scope of this standard. This standard is effective for the Company on October 1, 2009. The adoption of this amendment did not have a material effect on the Company’s consolidated financial statements.
In October 2009, FASB issued an amendment to the accounting standards related to the accounting for revenue in arrangements with multiple deliverables including how the arrangement consideration is allocated among delivered and undelivered items of the arrangement. Among the amendments, this standard eliminated the use of the residual method for allocating arrangement considerations and requires an entity to allocate the overall consideration to each deliverable based on an estimated selling price of each individual deliverable in the arrangement in the absence of having vendor-specific objective evidence or other third party evidence of fair value of the undelivered items. This standard also provides further guidance on how to determine a separate unit of accounting in a multiple-deliverable revenue arrangement and expands the disclosure requirements about the judgments made in applying the estimated selling price method and how those judgments affect the timing or amount of revenue recognition. This standard, for which the Company is currently assessing the impact, will become effective on January 1, 2011.
In October 2009, the FASB issued an amendment to the accounting standards related to certain revenue arrangements that include software elements. This standard clarifies the existing accounting guidance such that tangible products that contain both software and non-software components that function together to deliver the product’s essential functionality, shall be excluded from the scope of the software revenue recognition accounting standards. Accordingly, sales of these products may fall within the scope of other revenue recognition standards or may now be within the scope of this standard and may require an allocation of the arrangement consideration for each element of the arrangement. This standard, for which the Company is currently assessing the impact, will become effective on January 1, 2011.
In January 2010, the FASB issued an amendment to ASC 505, Equity, where entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders are considered to be a share issuance that is reflected prospectively in EPS, and is not accounted for as a stock dividend. This standard is effective for interim and annual periods ending on or after December 15, 2009 and is to be applied on a retrospective basis. The adoption of this standard is not expected to have a significant impact on the Company’s consolidated financial statements.
In January 2010, the FASB issued an amendment to ASC 820, Fair Value Measurements and Disclosure, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis. This standard, for which the Company is currently assessing the impact, is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010.
8
Welwind Energy International Corporation
Notes to the Consolidated Financial Statements
(expressed in Canadian dollars)
(unaudited)
2.
Summary of Significant Accounting Policies (continued)
l)
Recently Issued Accounting Pronouncements (continued)
In February 2010, the FASB issued ASU No. 2010-09 “Subsequent Events (ASC Topic 855) “Amendments to Certain Recognition and Disclosure Requirements” (“ASU No. 2010-09”). ASU No. 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The adoption did not have an impact on the Company’s financial position and results of operations.
In February 2010, the FASB Accounting Standards Update 2010-10 (ASU 2010-10), “Consolidation (Topic 810): Amendments for Certain Investment Funds.” The amendments in this Update are effective as of the beginning of a reporting entity’s first annual period that begins after November 15, 2009 and for interim periods within that first reporting period. Early application is not permitted. The Company’s adoption of provisions of ASU 2010-10 did not have a material effect on the financial position, results of operations or cash flows.
In March 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-11 (ASU 2010-11), “Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives.” The amendments in this Update are effective for each reporting entity at the beginning of its first fiscal quarter beginning after June 15, 2010. Early adoption is permitted at the beginning of each entity’s first fiscal quarter beginning after issuance of this Update. The Company does not expect the provisions of ASU 2010-11 to have a material effect on the financial position, results of operations or cash flows of the Company.
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial statements.
l)
Reclassifications
Certain reclassifications have been made to the prior period’s consolidated financial statements to conform to the current period’s presentation.
Property and Equipment
| Cost $ | Accumulated Depreciation $ | June 30, 2010 Net Carrying Value $ | December 31, 2009 Net Carrying Value $ |
|
|
|
|
|
|
|
|
|
|
Wind equipment under construction | 521,037 | – | 521,037 | 521,037 |
Automobile | 70,843 | 49,461 | 21,382 | 24,990 |
Computer hardware | 11,651 | 11,163 | 488 | 2,378 |
Office furniture and equipment | 11,798 | 5,342 | 6,456 | 6,791 |
|
|
|
|
|
| 615,329 | 65,966 | 549,363 | 555,196 |
The wind equipment under construction relates to the Company’s wind farm projects. As the capital assets have not been placed in use, no depreciation of the wind equipment has been recorded for the period ended June 30, 2010.
9
Welwind Energy International Corporation
Notes to the Consolidated Financial Statements
(expressed in Canadian dollars)
(unaudited)
4.
Related Party Transactions/Balances
a)
As at June 30, 2010, the Company owes $1,473,560 (2009 - $1,405,536) to management of the Company for financing of general operations. The amounts are unsecured, non-interest bearing, and due on demand.
b)
As at June 30, 2010, the Company owes $186,680 (2009 - $161,202) to a director of the Company for financing of general operations. The amounts are unsecured, non-interest bearing, and due on demand.
For the period ended June 30, 2010, imputed interest of $63,274 has been recorded on all amounts owing to related parties at an annual interest rate of 8%.
5.
Common Stock
a)
On January 8, 2010, the Company issued 5,000,000 common shares at $0.005 per share for proceeds of $25,826.
b)
On January 29, 2010, the Company issued 7,000,000 common shares at $0.01 per share to settle outstanding consulting services. The total fair value was $74,303, based on the closing price per share on the date of grant.
c)
On March 2, 2010, the Company issued 1,000,000 common shares at $0.01 per share to settle outstanding professional fees. The total fair value was $10,481, based on the closing price per share on the date of grant.
d)
On June 28, 2010, the Company issued 12,500,000 common shares at $0.005 per share to settle outstanding loan from shareholder. The total fair value of shares issued was $64,606, based on the closing price per share on the date of grant, resulting in a loss on debt extinguishment of $2,106.
6.
Commitments
a)
The Company entered into an agreement dated January 18, 2006, with the Government of Yangxi City (“Yangxi”) for the development of a wind farm producing a total of 400,000 kilowatt (“KW”) per year of electrical power in the next ten years. As at December 31, 2009, the Company decided to focus its efforts on the Zhanjiang project, and will no longer be pursuing the Yangxi project.
b)
The Company entered into an agreement dated March 21, 2006, with the Zhanjiang Foreign Trade & Economic Bureau (“Zhanjiang”) for the development of a wind power generation project in Zhanjiang City in the Guangdong Province. The project is expected to produce up to 600,000 KW of electrical power per year, with Phase 1 being 100,000 KW per year. The Company had six months from the date of the agreement to begin Phase 1 (commenced) or Zhanjiang had the right to terminate the agreement.
c)
The Company rents, on a month-to-month basis, its office space for $1,726 per month, office space in China for approximately $1,791 per month.
7.
Subsequent Event
In July 2010, the Company issued 12,500,000 common shares to settle related party debt of $64,868.
10
ITEM 4.
CONTROLS AND PROCEDURES
Management’s Quarterly Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Chief Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our Chief Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of June 30, 2010, due to the material weaknesses resulting from not having an audit committee and not maintain appropriate financial reporting controls. Please refer to our Annual Report on Form 10-K as filed with the SEC on April 15, 2010, for a complete discussion relating to the foregoing evaluation of Disclosures and Procedures.
Changes in Internal Control Over Financial Reporting
There were no changes in internal controls over financial reporting that occurred during the three months ended June 30, 2010, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 6.
EXHIBITS
Exhibit Number | Description of Exhibit | Filing |
3.01 | Articles of Incorporation | Filed with the SEC on January 17, 2008 as part of our Registration Statement on Form SB-2. |
3.02 | Bylaws | Filed with the SEC on January 17, 2008 as part of our Registration Statement on Form SB-2. |
21.1 | Subsidiaries of Company at March 31, 2010 | Filed with the SEC on May 20, 2010 as part of our Quarterly Report on Form 10-Q. |
31.01 | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rule 13a-14 | Filed herewith. |
32.02 | CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act | Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
| |
|
| WELWIND ENERGY INTERNATIONAL CORP. | |
|
|
| |
Dated: December 21, 2010 |
| By: /s/ Tammy-Lynn McNabb | |
|
| TAMMY-LYNN MCNABB | |
|
| Chief Executive Officer, Chief Financial Officer, President, Secretary and Treasurer | |
11