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EX-32.1 - EXHIBIT 32.1 - Rosewind CORProsewind10q53112x32_6202012.htm
 


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C.  20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934


For Quarter Ended: May 31, 2012
Commission File Number 000-53121

ROSEWIND CORPORATION
(Exact name of registrant as specified in its charter)
 
COLORADO
47-0883144
(State or other jurisdiction of
(I.R.S. Employer Identification No.)
incorporation or organization)
 
   
16200 WCR 18 E, Loveland, Colorado
80537
(Address of principal executive offices)
(Zip code)

(970) 635-0346
(Registrant's telephone number, including area code)
 
(Former name, former address and former fiscal year, if changed since last report.)

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months, 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 is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,”  “accelerated filer,” and “smaller reporting company” in Rule 12(b) 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 Exchange Act):  Yes o      No  þ
 
As of June 15, 2012, 4,856,068 shares of common stock, no par value of registrant were outstanding.
 


 
 
 
 
 
 
Table of Contents
 
 
 
 Page
PART I  FINANCIAL INFORMATION
 
 
Item 1. Financial Statements for the period ended May 31, 2012
 
      Consolidated Balance Sheets (Unaudited)
  3
      Consolidated Statements of Operations (Unaudited)
  4
      Consolidated Statements of Changes in Shareholders’ Equity (Deficit) (Unaudited)
  5
      Consolidated Statements of Cash Flows (Unaudited)
  7
      Notes to Consolidated Financial Statements (Unaudited)
  8
   
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
   10
Item 3. Quantitative and Qualitative Disclosures About Market Risk
11
Item 4. Controls and Procedures
11
Item 4T. Controls and Procedures
11
   
PART II  OTHER INFORMATION
 
   
Item 1. Legal Proceedings
12
Item 1A.  Risk Factors
12
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
17
Item 3. Defaults Upon Senior Securities
17
Item 4. Submission of Matters to a Vote of Security Holders
17
Item 5. Other Information
17
Item 6. Exhibits
17
   
Signatures
18
   
 
 
 
2

 

ROSEWIND CORPORATION
(A Development Stage Company)
Balance Sheets

 
   
May 31,
   
August 31,
 
   
2012
   
2011
 
Assets
 
(unaudited)
       
             
Current Assets:
           
Cash
  $ 48     $ 3,993  
Prepaid asset
    154       234  
                 
Total current assets
    202       4,227  
                 
Property and equipment, net
    13,824       18,611  
                 
Total assets
  $ 14,026     $ 22,838  
                 
                 
Liabilities and Shareholders’ Equity (Deficit)
         
Current liabilities:
               
Accounts payable
  $ 4,126     $ 330  
Tuition deposit
    1,750        
Accrued interest payable, related party
    7,652       5,803  
Loans payable to related party
    55,428       52,300  
                 
Total current liabilities
    68,956       58,433  
                 
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,
               
4,856,068 and 4,734,658 shares issued and outstanding, respectively
    407,027       388,815  
Additional paid-in capital
    31,441       27,301  
Accumulated deficit
    (500 )     (500 )
Deficit accumulated during development stage
    (492,898 )     (451,211 )
Total shareholders' equity (deficit)
    (54,930 )     (35,595 )
                 
Total liabilities and shareholders' equity (deficit)
  $ 14,026     $ 22,838  
 
See accompanying notes to financial statements

 
3

 

ROSEWIND CORPORATION
(A Development Stage Company)
Statements of Operations
(Unaudited)
 
                           
March 1,
 
                           
2005
 
                           
(Inception)
 
   
For the Three Months Ended
   
For the Nine Months Ended
   
Through
 
   
May 31,
   
May 31,
   
May 31,
 
   
2012
   
2011
   
2012
   
2011
   
2012
 
                               
Revenue
  $     $     $     $     $ 1,750  
                                         
Operating expenses:
                                       
Professional fees
    3,516       4,886       15,997       19,487       148,515  
Contributed services, related party (Note 4)
    1,740       900       4,140       2,850       26,951  
General and administrative
    5,829       14,235       19,048       40,548       299,981  
                                         
Total operating expenses
    11,085       20,021       39,185       62,885       475,447  
                                         
Loss from operations
    (11,085 )     (20,021 )     (39,185 )     (62,885 )     (473,697 )
                                         
Other income (expense)
                                       
   Other income
                            274  
   Interest expense
    (855 )     (694 )     (2,502 )     (2,380 )     (19,475 )
                                         
Total other expenses
    (855 )     (694 )     (2,502 )     (2,380 )     (19,201 )
                                         
Net loss
  $ (11,940 )   $ (20,715 )   $ (41,687 )   $ (65,265 )   $ (492,898 )
                                         
Basic and diluted net loss per share
  $ (0.00 )   $ (0.00 )   $ (0.01 )   $ (0.02 )        
                                         
Basic and diluted weighted average
                                       
common shares outstanding
    4,837,367       4,215,546       4,796,393       3,961,905          
 
See accompanying notes to financial statements

 
4

 

ROSEWIND CORPORATION
(A Development Stage Company)
Statements of Changes in Shareholders' Equity (Deficit)
 
 
                                   
                             
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 in exchange for a
                             
 
Sailing vessel at $0.034 per share on
                             
 
March 4, 2005
1,150,000  
 
39,000  
 
—    
 
—    
 
—    
 
—    
 
—    
 
39,000  
                                   
Net loss, period ended August 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 for services on
                             
 
September 20, 2005 at $0.04 per share
700,000  
 
28,000  
 
—    
 
—    
 
—    
 
—    
 
—    
 
28,000  
                                   
Common stock issued for services on
                             
 
September 20, 2005 to arelated party at
                             
 
$0.04 per share
700,000  
 
28,000  
 
—    
 
—    
 
—    
 
—    
 
—    
 
28,000  
                                   
Various common stock issuances for cash
                             
 
at $0.10 per share
500,000  
 
50,000  
 
—    
 
—    
 
—    
 
—    
 
—    
 
50,000  
                                   
Contributed capital
—    
 
—    
 
1,965  
 
—    
 
—    
 
—    
 
—    
 
1,965  
                                   
Net loss, year ended August 31, 2006
—    
 
—    
 
—    
 
—    
 
—    
 
—    
 
(70,441)
 
(70,441)
                                   
Balance at August 31, 2006
3,150,000  
 
145,500  
 
2,065  
 
—    
 
—    
 
(500)
 
(89,118)
 
57,947  
                                   
Contributed capital
—    
 
—    
 
925  
 
—    
 
—    
 
—    
 
—    
 
925  
                                   
Office space contributed by an officer
—    
 
—    
 
1,200  
 
—    
 
—    
 
—    
 
—    
 
1,200  
                                   
Services contributed by an officer
—    
 
—    
 
7,271  
 
—    
 
—    
 
—    
 
—    
 
7,271  
                                   
Foreign currency exchange gain
—    
 
—    
 
—    
 
417  
 
—    
 
—    
 
—    
 
417  
                                   
Net loss, year ended August 31, 2007
—    
 
—    
 
—    
 
—    
 
—    
 
—    
 
(48,954)
 
(48,954)
                                   
Balance at August 31, 2007
3,150,000  
 
145,500  
 
11,461  
 
417  
 
—    
 
(500)
 
(138,072)
 
18,806  
                                   
Common stock issued for cash on
                             
 
November 16, 2007 at $0.25 per share
239,000  
 
59,750  
 
—    
 
—    
 
—    
 
—    
 
—    
 
59,750  
                                   
Contributed capital
—    
 
—    
 
669  
 
—    
 
—    
 
—    
 
—    
 
669  
                                   
Office space contributed by an officer
—    
 
—    
 
1,200  
 
—    
 
—    
 
—    
 
—    
 
1,200  
                                   
Services contributed by an officer
—    
 
—    
 
2,674  
 
—    
 
—    
 
—    
 
—    
 
2,674  
                                   
Foreign currency exchange gain
—    
 
—    
 
—    
 
32  
 
—    
 
—    
 
—    
 
32  
                                   
Net loss, year ended August 31, 2008
—    
 
—    
 
—    
 
—    
 
—    
 
—    
 
(57,173)
 
(57,173)
                                   
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 by an officer
—    
 
—    
 
1,510  
 
—    
 
—    
 
—    
 
—    
 
1,510  
                                   
Foreign currency exchange loss
—    
 
—    
 
—    
 
(1,214)
 
—    
 
—    
 
—    
 
(1,214)
                                   
Various Common stock issuances for cash
                             
 
at $0.20 per share
80,500  
 
16,100  
 
—    
 
—    
 
—    
 
—    
 
—    
 
16,100  
                                   
Net loss, year ended August 31, 2009
—    
 
—    
 
—    
 
—    
 
—    
 
—    
 
(58,894)
 
(58,894)
                                   
Balance at August 31, 2009
3,469,500  
$
221,350  
$
20,471  
$
(765)
$
—    
$
(500)
$
(254,139)
$
(13,583)
                                   
 
See accompanying notes to financial statements
 
 
5

 
 
ROSEWIND CORPORATION
(A Development Stage Company)
Statements of Changes in Shareholders' Equity (Deficit)
(Continued)
 
 
                                   
                             
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 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 contributed by an officer
—    
 
—    
 
1,380  
 
—    
 
—    
 
—    
 
—    
 
1,380  
                                   
Various common stock issuances for cash
                             
 
at $0.20 per share
44,500  
 
8,900  
 
—    
 
—    
 
—    
 
—    
 
—    
 
8,900  
                                   
Common stock issued for cash on July 24, 2010
                             
 
at $0.15 per share
33,334  
 
5,000  
 
—    
 
—    
 
—    
 
—    
 
—    
 
5,000  
                                   
Foreign currency exchange gain
—    
 
—    
 
—    
 
765  
 
—    
 
—    
 
—    
 
765  
                                   
Common stock subscribed on June 2, 2010
—    
 
—    
 
—    
 
—    
 
1,000  
 
—    
 
—    
 
1,000  
                                   
Net loss, year ended August 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 by an officer
—    
 
—    
 
3,050  
 
—    
 
—    
 
—    
 
—    
 
3,050  
                                   
Various common stock issuances for cash
                             
 
at $0.15 per share
290,003  
 
43,500  
 
—    
 
—    
 
—    
 
—    
 
—    
 
43,500  
                                   
Common stock subscribed on November 30,
                             
 
2010
 
6,667  
 
1,000  
 
—    
 
—    
 
(1,000)
 
—    
 
—    
 
—    
                                   
Conversion of related party note into common
                             
 
stock at $0.10 per share on December
                             
 
10, 2011
490,654  
 
49,065  
 
—    
 
—    
 
—    
 
—    
 
—    
 
49,065  
                                   
Common stock issued for services on
                             
 
August 3, 2011 to a related party at
                             
 
$0.15 per share
250,000  
 
37,500  
 
—    
 
—    
 
—    
 
—    
 
—    
 
37,500  
                                   
Common stock issued for services on
                             
 
August 4, 2011 at $0.15 per share
150,000  
 
22,500  
 
—    
 
—    
 
—    
 
—    
 
—    
 
22,500  
                                   
Net loss year ended August 31, 2011
—    
 
—    
 
—    
 
—    
 
—    
 
—    
 
(136,802)
 
(136,802)
                                   
Balance at August 31, 2011
4,734,658  
 
388,815  
 
27,301  
 
—    
 
—    
 
(500)
 
(451,211)
 
(35,595)
                                   
Office space contributed by
                             
an officer (unaudited)
—    
 
—    
 
900  
 
—    
 
—    
 
—    
 
—    
 
900  
                                   
Services contributed by an officer (unaudited)
—    
 
—    
 
3,240  
 
—    
 
—    
 
—    
 
—    
 
3,240  
                                   
Common stock issuance for cash on
                             
 
September 28, 2011 at $0.15 per share
                             
 
(unaudited)
39,910  
 
5,987  
 
—    
 
—    
 
—    
 
—    
 
—    
 
5,987  
                                   
Common stock issuance for cash on
                             
 
January 27, 2012 at $0.15 per share
                             
 
(unaudited)
40,000  
 
6,000  
 
—    
 
—    
 
—    
 
—    
 
—    
 
6,000  
                                   
Common stock subscribed on February 27, 2012
                             
 
(unaudited)
—    
 
—    
 
—    
 
—    
 
1,500  
 
—    
 
—    
 
1,500  
                                   
Common stock issuance for cash on
                             
 
March 5, 2012 at $0.15 per share
                             
 
(unaudited)
10,000  
 
1,500  
 
—    
 
—    
 
(1,500)
 
—    
 
—    
 
—    
                                   
Common stock issuance for cash on
                             
 
April 17, 2012 at $0.15 per share
                             
 
(unaudited)
20,000  
 
3,000  
 
—    
 
—    
 
—    
 
—    
 
—    
 
3,000  
                                   
Common stock issuance for cash on
                             
 
May 7, 2012 at $0.15 per share
                             
 
(unaudited)
11,500  
 
1,725  
 
—    
 
—    
 
—    
 
—    
 
—    
 
1,725  
                                   
Net loss quarter ended May 31, 2012
                             
 
(unaudited)
—    
 
—    
 
—    
 
—    
 
—    
 
—    
 
(41,687)
 
(41,687)
                                   
Balance at May 31, 2012 (unaudited)
4,856,068  
$
407,027  
$
31,441  
$
—    
$
—    
$
(500)
$
(492,898)
$
(54,930)
 
See accompanying notes to financial statements

 
6

 

ROSEWIND CORPORATION
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
 
               
March 1,
 
               
2005
 
               
(Inception)
 
   
For the Nine Months Ended
   
Through
 
   
May 31,
   
May 31,
 
   
2012
   
2011
   
2012
 
Cash flows from operating activities:
                 
Net loss
  $ (41,687 )   $ (65,265 )   $ (492,898 )
Adjustments to reconcile net loss to net cash
                       
used by operating activities:
                       
Depreciation expense
    4,787       5,100       52,047  
Contributed capital for operating expenses
    4,140       2,850       31,341  
Common stock issued for services
                116,000  
Changes in operating assets and liabilities:
                       
(Increase) decrease in prepaid services
    80       (72 )     (154 )
(Increase) decrease in other receivables            (960      
Increase (decrease) in accounts payable
                       
and accrued liabilities
    7,395       2,827       20,442  
Net cash used in
                       
operating activities
    (25,285 )     (55,520 )     (273,222 )
                         
Cash flows from investing activities:
                       
Cash paid for fixed assets
                (26,870 )
Net cash used in
                       
investing activities
                (26,870 )
                         
Cash flows from financing activities:
                       
Common stock issued for cash
    18,212       31,000       202,462  
Proceeds from related party loans
    4,128       31,986       110,578  
Payments on related party loans
    (1,000 )     (2,000 )     (13,000 )
Net cash provided by
                       
financing activities
    21,340       60,986       300,040  
                         
Net change in cash
    (3,945 )     5,466       (52 )
                         
Cash, beginning of period
    3,993       1,545       100  
                         
Cash, end of period
  $ 48     $ 7,011     $ 48  
                         
Supplemental disclosure of cash flow information:
                       
Cash paid during the period for:
                       
    Income taxes
  $     $     $  
    Interest
  $ 653     $     $ 4,907  
                         
                         
NON CASH INVESTING AND FINANCING ACTIVITIES:
                       
    Common stock issued for services
  $     $     $ 116,000  
 
See accompanying notes to financial statements

 
7

 

ROSEWIND CORPORATION
(A Development Stage Company)

Notes to Unaudited Financial Statements

Note 1:  Basis of Presentation

The accompanying unaudited financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted in accordance with such rules and regulations.  The information furnished in the interim condensed financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements.  Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim financial statements be read in conjunction with the Company’s most recent audited financial statements and notes thereto included in its Form 10-K.  Operating results for the nine months ended May 31, 2012 are not necessarily indicative of the results that may be expected for the year ending August 31, 2012.

Note 2:  Revenue Recognition

Revenue will be recognized upon delivery of sailing instruction and when collection is reasonably assured.  During the period ended May 31, 2012, the Company received a $1,750 tuition deposit for forthcoming sailing lessons.  The deposit has been recorded as unearned revenue until the sailing instruction is complete.

Note 3:  Going Concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  As shown in the accompanying financial statements, the Company is a development stage enterprise with losses since inception and a limited operating history.  These factors, among others, may indicate that the Company will be unable to continue as a going concern for a reasonable period of time.

The financial statements do not include any adjustments relating to the recoverability and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.  The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis and ultimately to attain profitability.  The Company intends to seek additional funding through equity offerings to fund its business plan.  There is no assurance that the Company will be successful in raising additional funds.

Note 4:  Related Party Transactions

As of May 31, 2012, the Company has a secured promissory note to the sole officer and director for $55,428 for working capital.  The loan carries a 6% interest rate, matures on demand and is secured by the sailing vessel. Accrued interest payable on the loan totaled $7,652 as of May 31, 2012.

For the nine month period ended May 31, 2012 the sole officer of the Company contributed services and rent valued at $4,140. This amount has been booked to additional paid in capital.
 
 
8

 
 
ROSEWIND CORPORATION
(A Development Stage Company)

Notes to Unaudited Financial Statements


Note 5:  Equity Stock Transactions

During the nine months ended May 31, 2012 the Company issued 121,410 shares of common stock for cash of $18,212.

In February 2011, the board of directors and shareholders of the Company approved the increase in the authorized, no par common shares from 50,000,000 to 300,000,000 and approved the authorization of 5,000,000 shares of no par preferred stock.
 

Note 6:  Subsequent Events

The Company has evaluated all subsequent events through the date that the financial statements were issued, per the requirements of ASC Topic 855, and has determined that there are no events to report.

 
9

 


ROSEWIND CORPORATION
 (A Development Stage Company)

Part I. Item 1.  Management’s Discussion and Analysis of Financial Conditions and Results of Operations

Forward-looking statements

The following discussion should be read in conjunction with the financial statements of Rosewind Corporation (the “Company”), which are included elsewhere in this Form 10-Q. This Quarterly Report on Form 10-Q contains forward-looking information. Forward-looking information includes statements relating to future actions, future performance, costs and expenses, interest rates, outcome of contingencies, financial condition, results of operations, liquidity, business strategies, cost savings, objectives of management, and other such matters of the Company. The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking information to encourage companies to provide prospective information about themselves without fear of litigation so long as that information is identified as forward-looking and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in the information. Forward-looking information may be included in this Quarterly Report on Form 10-Q or may be incorporated by reference from other documents filed with the Securities and Exchange Commission (the “SEC”) by the Company. You can find many of these statements by looking for words including, for example, “believes”, “expects”, “anticipates”, “estimates” or similar expressions in this Quarterly Report on Form 10-Q or in documents incorporated by reference in this Quarterly Report on Form 10-Q. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events.

We have based the forward-looking statements relating to our operations on our management’s current expectations, estimates and projections about our Company and the industry in which we operate. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that we cannot predict. In particular, we have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. Accordingly, our actual results may differ materially from those contemplated by these forward-looking statements. Any differences could result from a variety of factors, including, but not limited to general economic and business conditions, competition, and other factors.
 
Financial Condition and Results of Operation

We are a development stage company. The Company’s mission is to teach offshore sailing. Our philosophy is that people learn to sail across oceans best by direct experience. The “learn by doing experience” will enable the successful graduate to enjoy offshore cruising at a reduced level of risk by methodically preparing themselves and their boat.

We have relocated and significantly prepared our vessel for operation as a sailing school, but, as of the date of this report we have collected full tuition from only one student.  During the quarter ended May 31, 2012, we have received a $1,750 tuition deposit for a forthcoming sailing lesson.  We have no permanent base for our sailing vessel. Communication with our vessel is by HAM radio and satellite phone while at sea and by land telephone, cell phone, fax or internet, as available, while in port. We conduct company administration, logistics and marketing from our US offices.

During June of 2008 we completed a two week training voyage with our first student on a “share expense” basis. This voyage was from Nelson, New Zealand to Noumea, New Caledonia. No net revenue was generated. We confirmed the viability of our curriculum and we received a positively worded testimonial letter from the non-related third party student.

 
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During April of 2009 we completed a one week training voyage with our second student. The student paid $1,750 for the training voyage and stated that he was pleased with the experience. As of the date of this report we continue to advertise our school and we are attempting to book additional voyages.

We have had $1,750 in operating revenues since inception, March 1, 2005 through May 31, 2012.  We have incurred operating expenses totaling $475,447 as of May 31, 2012. Such expenses consisted primarily of general and administrative, professional fees and services along with costs incurred to refurbish and relocate our sailing vessel. We have generated an accumulated deficit of $(492,898) as of May 31, 2012 and our losses continue to mount.

Our net loss decreased by $23,578 or 36% to $41,687 from $65,265 for the nine month period ended May 31, 2012 compared with the prior year nine month period ended May 31, 2011. This was primarily attributed to boat repair and maintenance expense and management expense decreasing by $26,255, or 77%, to $7,731 for the nine month period ended May 31, 2012 from $33,986 for the prior year nine month period ended May 31, 2011. We attribute this to the yacht being docked and not in use for the third quarter.
  
Liquidity and Capital Resources

At May 31, 2012, we had $48 in cash and a working capital deficit of $(68,754).  As of the date of this report our liquidity and capital resources continue to decline and our ability to generate student revenue remains unproven.


Item 2. Quantitative and Qualitative Disclosures About Market Risk

No response required.
 

Item 3.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the United States Securities and Exchange Commission. Our Chief Executive Officer has reviewed the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c)) within the end of the period covered by this Quarterly Report on Form 10-Q and has concluded that the disclosure controls and procedures are effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner. There were no changes in our internal controls or in other factors that could materially affect these controls subsequent to the last day they were evaluated by our Chief Executive Officer, who is our principal executive officer and our principal financial officer.

 
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Changes in Internal Controls over Financial Reporting

There have been no changes in our internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


Part 2.    Other Information

Item 1 -  Legal Information.

No response required.


Item 1A.  Risk Factors

OUR PRIMARY ASSET, OUTSIDE OF CASH HELD IN BANKS , IS OUR VESSEL WHICH IS LOCATED IN PORT TOWNSEND, WASHINGTON. PURCHASERS OF OUR SECURITIES SHOULD CONSIDER THAT ASSETS LOCATED IN A FOREIGN JURISDICTION ARE NOT RECOVERABLE TO THE SAME EXTENT THAT THOSE SAME ASSETS WOULD BE RECOVERABLE IF LOCATED WITHIN THE JURISDICTION OF THE UNITED STATES.

In the event that a court or other governmental authority located in the United States should issue a writ to recover our vessel located in Mexico, Canada or other foreign jurisdiction, for the benefit of any party, a significant difficulty would arise in enforcing such recovery. In the event that our vessel proves unrecoverable, the company will suffer a major financial loss and investors will lose all money invested in our stock.

WE INTEND TO UTILIZE OUR U.S. COAST GUARD DOCUMENTED VESSEL TO TRAIN STUDENTS OF OUR SAILING SCHOOL. WE HAVE IDENTIFIED, AND WE ARE IN COMPLIANCE WITH, THE APPLICABLE DOCUMENTATION AND REGISTRATION REQUIREMENTS OF THE U.S. COAST GUARD AND THE FEDERAL COMMUNICATIONS COMMISSION.

The documents and registrations we now have are believed sufficient. We have had discussions with the Coast Guard to verify that our students will be considered as crew on our US Coast Guard Documented vessel while in passage from a port in one foreign country to a port in a different foreign country. Under US Coast Guard policy, we need not obtain any additional foreign certification or licensing on our vessel to undertake this type of passage with student crew aboard. We have no present plan, and there is no foreseeable future need to apply to any foreign government for any type of document, registration, certification, or license, commercial or otherwise for our vessel. Securing and maintaining any additional licenses, should such be deemed necessary by any governmental jurisdiction for commercial use of our sailing vessel will be expensive and time consuming. Should this or any related, but presently unforeseen, requirement significantly delay or prevent us from generating revenue from our vessel and planned operations, then our cash reserves could become significantly depleted. An unfavorable outcome in connection with these risks will likely cause an investor to lose his entire investment.
 
SINCE WE HAVE LIMITED REVENUES AND OUR COMPANY IS NEW AND HAS ONLY RECENTLY COMENCED PLANNED OPERATIONS, WE WILL NOT BE ABLE TO GENERATE SIGNIFICANT REVENUE IN THE NEAR FUTURE. FURTHER, THERE IS NO ASSURANCE THAT WE WILL EVER GENERATE SIGNIFICANT REVENUE. WE HAVE NOT GENERATED SIGNIFICANT REVENUE SINCE INCEPTION AND WE HAVE EXPERIANCED LOSSES SINCE INCEPTION. FAILURE TO GENERATE SUFFICIENT REVENUE TO PAY EXPENSES AS THEY COME DUE WILL RESULT IN THE FAILURE OF OUR COMPANY AND THE COMPLETE LOSS OF ANY MONEY INVESTED TO PURCHASE OUR SHARES.

 
12

 



Our present cash is not sufficient to sustain our business.  Should additional student revenues or private placement revenues not materialize as planned, our business will need to find other sources of cash to sustain operations. In the event that we are unable to find sufficient cash to sustain operations we would be forced to close our business and any investment in our shares would be a total loss.
  
AS A PUBLIC COMPANY, OUR FUTURE COST OF DOING BUSINESS WILL LIKELY INCREASE BECAUSE OF NECESSARY EXPENSES WHICH INCLUDE, BUT ARE NOT LIMITED TO, ANNUAL AUDITS, LEGAL COSTS, SEC REPORTING COSTS, COSTS OF A TRANSFER AGENT AND THE COSTS ASSOCIATED WITH  FEES AND COMPLIANCE. FURTHER, OUR MANAGEMENT MAY NEED TO INVEST SIGNIFICANT TIME AND ENERGY TO STAY CURRENT WITH THE PUBLIC COMPANY RESPOSIBILITIES OF OUR BUSINESS AND WILL THEREFORE HAVE LITTLE TIME AVAILABLE TO APPLY TO OTHER TASKS NECESSARY TO OUR SURVIVAL. IT IS POSSIBLE THAT THE BURDEN OF OPERATING AS A PUBLIC COMPANY WILL CAUSE US TO FAIL TO ACHIEVE PROFITABLILITY. IF WE EXHAUST OUR FUNDS, OUR BUSINESS WILL FAIL AND OUR INVESTORS WILL LOOSE ALL MONEY INVESTED IN OUR STOCK.
 
We estimate that remaining a public company will cost us in excess of $25,000 annually. This is in addition to all of the other cost of doing business. Therefore, it is essential that we grow our business rapidly to achieve profits and maintain adequate cash flow to pay the cost of remaining public. If we fail to pay public company costs, as such costs are incurred, we will become delinquent in our reporting obligations and our shares may no longer remain qualified for quotation on a public market.

WE ARE AT AN EARLY STAGE OF DEVELOPMENT.  WE HAVE BEGUN TO MARKET BUT HAVE NOT YET GENERATED SIGNIFICANT REVENUES.  IF WE ARE UNSUCCESSFUL IN MARKETING OUR SERVICE, OUR SECURITIES MAY BE ILLIQUID OR WORTHLESS.
 
Our operations to date have consisted primarily of acquiring, refitting and relocating our sailing vessel. An ongoing commitment of substantial resources to refit and maintain our vessel with safety equipment is required to operate as a training vessel. We do not know if we will be able to complete these tasks. We have located only one paying students for training aboard our vessel. Accordingly, we do not know if and when we will generate significant revenue. Because of these uncertainties, we might never generate enough revenue to allow shareholders to recoup and profit from their investment.

SINCE WE HAVE A HISTORY OF OPERATING LOSSES AND EXPECT EXPENSES AND LOSSES TO INCREASE IN THE NEAR TERM, WE DO NOT KNOW IF WE WILL EVER BECOME PROFITABLE OR THAT OUR INVESTORS WILL EVER RECOUP OR PROFIT FROM THEIR INVESTMENT IN OUR SHARES.
 
From the date of incorporation to May 31, 2012, our accumulated losses are $ 492,898. Since inception we have earned no significant revenues. We expect expenses and losses to increase in the near term as we fund yacht maintenance, yacht upgrades and incur general and administrative and marketing expenses. We expect to continue to incur substantial operating losses unless and until sailing school operations generate sufficient revenues to fund continuing operations. As a result, investors might never recoup their investment or profit from their investment in our shares.

SINCE OUR SUCCESS IS DEPENDENT ON COMPLETION OF KEY TASKS INCLUDING MARKETING AND THE INTRODUCTION OF OUR SERVICES INTO A LIMITED AND SPECIALIZED MARKET, AND SINCE WE HAVE EXPERIENCE SETBACKS AND DISAPPOINTING RESULTS TO DATE, WE DO NOT KNOW IF WE WILL BE ABLE TO COMPLETE OUR KEY TASKS.

 
13

 


The actual results, if any, of marketing efforts and planned operations are difficult to predict and will vary dramatically due to factors we cannot presently control or predict. These factors could include, the world economy, weather, political instability, health risks in countries where students of the sailing school are required to rendezvous with our yacht, fluctuations in the value of local currency and fluctuations in availability of port facilities, airline fares, diesel fuel, repair parts, skilled technicians and various other factors potentially detrimental to planned operations that may arise without notice. Loss of the services of our President could force operations to be delayed or suspended. Our failure to achieve marketing and operational objectives will mean that investors will not be able to recoup their investment or to receive a profit on their investment.
  
WE WILL CONTINUE TO REQUIRE SUBSTANTIAL ADDITIONAL FUNDS FOR GENERAL AND ADMINISTRATIVE, REPAIRS, TRAVEL, SUPPLIES AND MARKETING COSTS. WE MIGHT NOT BE ABLE TO OBTAIN ADDITIONAL FUNDING ON ACCEPTABLE TERMS, IF AT ALL. WITHOUT ADDITIONAL FUNDING, WE WILL FAIL.

We will require substantial additional funds to achieve self-sustaining operation of our sailing school. We may seek further funding through public or private equity or debt financings, collaborative arrangements with sailboat charter groups or agents or from other sources. Further equity financings may substantially dilute shareholders' investment in our shares. If we cannot obtain the required additional funding, then investors will not be able to recoup their investment or to profit from their investment.
 
In addition, we have limited experience in marketing and sales and we intend to develop only a very limit sales and marketing infrastructure to commercialize our service.

SINCE WE HAVE ONLY ONE DIRECTOR WHO ALSO SERVES AS OUR PRESIDENT, CHIEF FINANCIAL OFFICER AND SECRETARY, DECISIONS WHICH AFFECT THE COMPANY WILL BE MADE BY ONLY ONE INDIVIDUAL. FURTHER, THE SON OF OUR SOLE DIRECTOR, PRESIDENT, CHIEF FINANCIAL OFFICER AND SECRETARY, IS A SHAREHOLDER AND HAS SERVED AS OUR CAPTAIN. IT IS LIKELY THAT CONFLICTS OF INTEREST WILL ARISE IN THE DAY TO DAY OPERATION OF OUR BUSINESS. SUCH CONFLICTS, IF NOT PROPERLY RESOLVED, COULD HAVE A MATERIAL NEGATIVE IMPACT ON OUR BUSINESS.

In the past, the company has issued shares for cash, assets and services at prices which were solely determined by James B. Wiegand. At that time, James B. Wiegand made a determination of both the value of services and assets exchanged for our shares, and, as well, the price per share used as compensation. Transactions of this nature were made at less than arms length and without input from a non-interested third party. Future transactions of a like nature could dilute the percentage ownership of the company represented by shares of an individual investor. While the company believes its past transactions were appropriate, and plans to act in good faith in the future, an investor in our shares will have no ability to alter such transactions as they may occur in the future and, further, may not be consulted by the company in advance of any such transactions. An investor who is unwilling to endure such dilution should not purchase our shares.

THE LAWS WHICH GOVERN MERGER TRANSACTIONS PROVIDE THAT SINCE OUR SOLE DIRECTOR AND OFFICER AND SIGNIFICANT SHAREHOLDERS  TOGETHER OWN  OVER 50% OF OUR OUTSTANDING SHARES, WE MAY ENTER INTO A SHARE EXCHANGE, REVERSE MERGER OR OTHER SIMILAR TRANSACTION WITH A PRIVATE COMPANY IN AN UNRELATED BUSINESS WITHOUT THE PRIOR APPROVAL OF UNAFFILIATED SHAREHOLDERS.

The various securities laws applicable to our company, our management may elect to enter and consummate a transaction to enter a new business. In that event, our shareholders would likely receive only an information statement with certain disclosures as required by law and would likely not be in a position to approve or disapprove the transaction. Investors who are unwilling to accept the uncertainty of new management, a new business plan, likely dilution and all the numerous related uncertainties that may materialize in the event such a transaction is consummated should not purchase our shares.

 
14

 


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 management, i.e. our President, James B. Wiegand, who is involved in other business activities and with whom we have no written employment agreement. If our President proves unwilling or unable to continue to serve then operations together with administrative functions and SEC reporting could be restricted or delayed.  Further, our Captain, Michael Wiegand, who is the son of our President, has no written employment contract with the Company and, as of the date of this report, has determined that he will not be available to assist with vessel maintenance or student training for the foreseeable future. In light of the facts that it is presently off season in the Pacific Northwest and Canada, our vessel is generally well maintained, student load has been and may remain well below projections, there may be no adverse effects on revenue. As required, our President may replace or stand in as captain in connection with vessel maintenance or to conduct one or more training voyages. If we are unable to adapt, our business may suffer and investors would likely lose all money invested.
  
RISKS RELATED TO OUR INDUSTRY
 
SHAREHOLDERS  RISK THAT WE WILL BE UNABLE TO SUCCESSFULLY MARKET OUR SERVICE. WE HAVE NOT YET ESTABLISHED THAT OUR SERVICE WILL BE SAFE, EFFECTIVE OR ACCEPTED IN THE MARKET.
 
The training of offshore sailors is a niche market of undefined size and our mission to serve this market is likely to meet with slow acceptance and minimal sales. As of the date of this report, we have trained only two students. The students responded to our classified advertisement. Our first student provided us with a handwritten letter of recommendation and we now provide prospective students with a copy of his letter and related editorial coverage that ran in a sailing magazine. We are presently evaluating options to increase our student bookings. These include land based seminars, expansion of on board dive facilities, better use of the internet to recruit students. We are exposed to the dangers of bad weather, commercial ship traffic and numerous other risks inherent in voyaging across oceans in a small boat. Our vessel could be disabled, damaged or lost at sea. A student or staff member could be injured or lost at sea in spite of precautions. In the event our company fails to increase student revenue or encounters a serious and sustained problem with its operations or staffing, shareholders would likely lose their entire investment

WE INTEND TO UTILIZE OUR VESSEL TO TRAIN STUDENTS OF OUR SAILING SCHOOL BUT WE HAVE NOT YET IDENTIFIED OR ATTEMPTED TO COMPLY WITH ANY APPLICABLE CERTIFICATION OR LICENSING REQUIREMENTS OF ANY JURISDICTION.

Securing and maintaining licenses deemed necessary by any governmental jurisdiction for commercial use of our sailing vessel will be expensive and time consuming. Should this or any related requirement significantly delay or prevent us from generating revenue from our vessel and planned operations, then our cash reserves could be depleted. An unfavorable outcome in connection with this risk is possible, however we will not be in a position to predict the outcome. In the event we are unable to comply, we could be forced to abandon efforts to secure licenses and certifications. A significantly unfavorable and continuing outcome in connection with these risks will likely cause an investor to lose his entire investment.
 
REGULATORY AND LOCAL ADMINISTRATIVE AUTHORITIES HAVE THE POWER TO INTRODUCE NEW REGULATIOINS THAT REQUIRE ADDITIONAL AND POTENTIALLY EXPENSIVE COMPLIANCE. SINCE WE HAVE ONLY LIMITED EXPERIEANCE WITH OUR SERVICE, WE MIGHT BE UNABLE OR UNWILLING TO COMPLY WITH SUCH NEW REGULATON.
 

 
15

 


Changes in existing regulations, the adoption of new regulations or the erratic enforcement of or reinterpretation of existing statute could adversely affect the development and marketing of our service. Since we have limited operating history, government regulation could cause unexpected delays and adversely impact our business in areas where our inexperience might lead to failure in complying with applicable requirements. Such failure to comply might also result in criminal prosecution, civil penalties, recall or seizure of our vessel, or partial or total suspension of operations. Any of these penalties could delay or prevent the promotion, marketing or sale of our service. We have neither legal, lobbying or other resources to favorably alter the course of such developments, and should they occur, shareholders would likely lose their entire investment.
 
 IF OUR COMPETITORS SUCCEED IN DEVELOPING COMPETING SERVICES EARLIER THAN WE DO, IN OBTAINING REGULATORY APPROVALS THAT MAY BECOME MANDANTORY FOR SUCH SERVICES MORE RAPIDLY THAN WE DO, OR IN DEVELOPING SERVICES THAT ARE MORE EFFECTIVE OR LESS EXPENSIVE THAN THE SERVICES WE DEVELOP, WE WILL HAVE DIFFICULTY COMPETING WITH THEM.
 
We have expended significant financial resources to develop services. Thus far our efforts have proved unsuccessful in the marketplace. Our future success depends on our ability to timely identify new market trends and develop, introduce and support new and enhanced services on a successful and timely basis. We might not be successful in developing or introducing our services.
 
EVEN IF WE CONTINUE TO EXPEND THE FUNDS NECESSARY TO MAINTAIN  OUR YACHT  TO THE HIGH STANDARD NECESSARY FOR SAFETY AT SEA, AND EVEN IF CAPABLE PERSONNEL ARE AVAILABLE , WE HAVE NOT YET DEMONSTRATED SIGNIFICANT MARKET ACCEPTANCE AND OUR SERVICE MIGHT NOT GAIN MEANINGFUL MARKET ACCEPTANCE AMONG THE POSSIBLY LIMITED NUMBER OF PEOPLE WHO WANT TO LEARN TO VOYAGE UNDER SAIL.
 
The degree of market acceptance will depend on a number of factors, including:
 
Ÿ
demonstration of the efficacy and safety of our training methods and planned curriculum;
Ÿ
cost-effectiveness;
Ÿ
potential advantages of alternative sailing schools which may offer similar opportunities;
Ÿ
the effectiveness of marketing through classified advertisements.
Ÿ
achieving market acceptance of our hands-on approach to the training of sailors.

OUR YACHT AND ALL COMPANY OPERATIONS ARE PRESENTLY UNDER-INSURED AND WILL CONTINUE TO BE UNDER-INSURED AND THUS WE ARE, AND WILL REMAIN, EXPOSED TO UNLIMITED POTENTIAL LIABILITY RISKS FROM CLIENTS, STAFF OR OTHERS.
 
Our planned sailing school operations create a risk of liability for injury or loss of life of participants. We manage our liability risks by following the proper protocols of good seamanship. We presently operate with only limited liability, asset loss or damage insurance. Upgraded insurance coverage is expensive and difficult to obtain. In the future, insurance coverage will likely not be available to us on acceptable terms, if at all. Further, without upgraded insurance our marketing efforts may not succeed and we may be barred from operating from otherwise available ports. As we are unable to obtain sufficient insurance coverage on reasonable terms or to otherwise protect against potential liability claims we might not be able to commercialize our sailing school. If we face a future liability claim or loss of our under-insured yacht, we will suffer a material adverse effect on our financial condition and our investors would lose their entire investment.


 
16

 


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

We are conducting a private placement of restricted shares of our common stock under exemptions from registration which are available to us. Accordingly, all share certificates issued in the private placement bear a restricted legend.


Item 3 -  Defaults Upon Senior Securities.

No response required.

Item 4 -  Submission of Matters to a Vote of Security Holders.

No response required.

Item 5 -  Other Information.

No response required.

Item 6 -  Exhibits and Reports on Form 8-K.

(a)          Exhibits:

 
31.1:
Certification of Principal Executive and Financial Officer
 
32.1:
Section 1350 Certification

(b)  
Reports on Form 8-K:

None.
 
 
17

 

SIGNATURES


In accordance with the requirements of the Exchange Act, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ROSEWIND CORPORATION
                                                                                                              (Registrant)


DATE:    June 26, 2012                                                                           BY:  /s/ James B. Wiegand
           James B. Wiegand
           President
 
 
 
 
 
18