Attached files
| file | filename |
|---|---|
| EX-23 - CONSENT OF ROBISON, HILL & CO. - WINDGEN ENERGY, INC. | p0245a_ex23.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2010
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission file number 0-12968
WINDGEN ENERGY, INC.
(Exact name of registrant as specified in its charter)
|
Utah
|
87-0397815
|
|
(State of Incorporation)
|
(I.R.S. Employer Identification No.)
|
8432 E. Shea Blvd, Suite 101
Scottsdale, Arizona 85260
(Address of principal executive offices) (480) 991-9500
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
|
Securities Registered Pursuant to Section 12(b) of the Act:
|
|
|
None
|
|
|
Securities Registered Pursuant to Section 12(g) of the Act:
|
|
|
Title of Each Class
|
Name of Each Exchange on which Registered
|
|
Common Stock, $.001 par value
|
None
|
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ
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 þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No þ
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) 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. o
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 o | Accelerated filer o | Non-accelerated filer o | Smaller reporting company þ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ
State the aggregate market value of the voting and non-voting common equity held by non-affiliates: $2,185,496 based on 21,854,960 non-affiliate shares outstanding at $0.10 per share, which is the bid price of the common shares as of March 25, 2011.
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 42,083,428 shares of common stock, $.001 par value, as of March 29, 2011.
2
EXPLANATORY NOTE
The sole purpose of this Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2010 of WindGen Energy, Inc. (the “Company”), which was filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2011 (the “Form 10-K”), is to file Exhibit 23, which was inadvertently omitted from the Form 10-K, and to update the Part IV, Item 15(a)(3) to include Exhibit 23. Exhibit 23 is the Consent of Robison, Hill & Co., the Company’s independent registered public accountants, to the incorporation by reference in the Company's Form S-8 Registration Statement #333-168888 of its report dated March 31, 2011 with respect to the audit of the consolidated financial statements of the Company as of December 31, 2010 and 2009, included in the Form 10-K.
All other information contained in the Form 10-K remains unchanged. The Company has not updated the disclosures contained in the Form 10-K to reflect events that have occurred after March 31, 2011, the filing date of the Form 10-K. Accordingly, this Amendment No. 1 should be read in conjunction with the Company's filings made with the SEC subsequent to the filing of the Form 10-K, including any amendments to those filings.
3
| ITEM 15. |
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
(a) (1) Financial Statements
The Consolidated Financial Statements of the Company are set forth in Item 8 of this Report as listed on the Index to Consolidated Financial Statements on Page 23 of this Report.
(a) (2) Financial Statement Schedules
All schedules are omitted because they are not applicable, or are not required, or because the required information is included in the Consolidated Financial Statements or notes thereto.
(a) (3) Exhibits
|
Exhibit No.
|
Description
|
|
| 3.1 * | Certificate of Amendment filed with the Nevada Secretary of State on December 16, 2009 (1) | |
| 10.1(a) * | Option to Purchase Common Stock between Synergistic Equities Ltd. and Chi Lin Technologies Co., Ltd., dated January 28, 2010 (2) | |
| 10.1(b) * | Proxy dated January 28, 2010 between Chi Lin Technology Co., Ltd., Larry Clark and Richard Bruggeman (3) | |
|
10.2 *
|
Joint Development Agreement Amendment between the Company, Chi Lin Technology Co., Ltd., MicroCor, Inc., and Wescor, Inc. (4)
|
|
|
10.3 *
|
Proxy dated July 20, 2010 between Chi Lin Technology Co., Ltd., Larry Clark and Richard Bruggeman(5)
|
|
|
21 *
|
Subsidiaries of the Company *
|
|
| 23 ** | Consent of Robison, Hill & Co. |
|
31.1 *
|
Certification by Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
|
|
|
31.2 *
|
Certification by Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
|
|
|
32.1 *
|
Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
|
|
|
32.2 *
|
Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
|
__________________
|
*
|
These exhibits were previously included or incorporated by reference in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, filed with the Securities and Exchange Commission on March 31, 2011.
|
|
**
|
Filed herewith.
|
|
(1)
|
Incorporated by reference to Exhibit 3.1 of the Annual Report on Form 10-K filed by the Company on April 15, 2010.
|
|
(2)
|
Incorporated by reference to Exhibit 10.1(e) of the Annual Report on Form 10-K filed by the Company on April 15, 2010.
|
|
(3)
|
Incorporated by reference to Exhibit 10.1(f) of the Annual Report on Form 10-K filed by the Company on April 15, 2010.
|
|
(4)
|
Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by the Company on on June 30, 2010.
|
|
(5)
|
Incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q filed by the Company on August 13, 2010.
|
4
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| WINDGEN ENERGY, INC. | ||
| |
|
|
| Date: August 30, 2011 | By: | /s/ Ronald Conquest |
|
|
||
|
Ronald Conquest
Chairman of the Board
and Chief Executive Officer
(Principal Executive Officer)
|
||
In accordance with the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Company and in the capacities and on the dates indicated:
|
Signature
|
Date
|
|||
| By: | /s/ Ronald Conquest |
August 30, 2011
|
||
|
|
||||
|
Ronald Conquest
Chairman of the Board,
Chief Executive Officer and Director
(Principal Executive Officer)
|
| By: | /s/ David P. Martin |
August 30, 2011
|
||
|
|
||||
|
David P. Martin
President, Chief Operating
Officer and Director
(Principal Operating Officer)
|
| By: | /s/ Wendy Carriere |
August 30, 2011
|
||
|
|
||||
|
Wendy Carriere
Secretary/Treasurer,
Chief Financial Officer and Director
(Principal Accounting Officer)
|
5