AYTU BIOPHARMA, INC - Annual Report: 2014 (Form 10-K)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C.  20549

FORM 10-K

[X}   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For Fiscal Year Ended August 31, 2014

 

Commission File Number 000-53121

(Exact name of registrant as specified in its charter)

(Registrant's telephone number, including area code)

Securities Registered under Section 12(b) of the Exchange Act:

None

Securities Registered under Section 12(g) of the Exchange Act:

Common Stock, no par value

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes     [X]          No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X]

State issuer's revenues for the most recent fiscal year:  $1,000

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):  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 definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

 

The aggregate market value of the voting stock held by non-affiliates (3,156,743 shares of no par value Common Stock) was $1,104,860 as of September 30, 2014. The stock price for computation purposes was $ 0.35 per share, based on the fact that the final trade for the Registrant's Common Shares on the OTCBB on September 30, 2014 was at $ 0.35 per share. The value is not intended to be a representation as to the value or worth of the Registrant's shares of Common Stock. The number of shares of non-affiliates of the Registrant has been calculated by subtracting shares held by persons affiliated with the Registrant from outstanding shares.

 

The number of shares outstanding of the Registrant's Common Stock as of the latest practicable date, October 14, 2014 was: 5,835,402 shares.

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ROSEWIND CORPORATION

 

 

FORM 10-K FOR THE YEAR ENDED AUGUST 31, 2014

 

TABLE OF CONTENTS

 

 

 

 

 

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ITEM 1. DESCRIPTION OF BUSINESS

 

Company History

 

We were originally organized under the laws of the State of Colorado on August 9, 2002.

 

In March 2005, we adopted our business plan, which is the development of an offshore sailing school with initial operations in the vicinity of the Great Barrier Reef of Australia. Rosewind Corporation's mission is to train novice sailors to voyage offshore with safety and confidence. During 2005 and 2006, we purchased a sailing vessel located in Florida from our President, James Wiegand, in exchange for shares of our common stock. Michael Wiegand, who is our President's son, refitted the vessel and sailed single-handed to Australia to open the school where conditions are near-optimum. He was compensated with shares of our common stock for the value of his work as our captain. As of the date of this report, our vessel has returned to the United States and is located in San Francisco Bay at Oyster Point Marina. We are advertising for students and plan to generate revenue from training voyages.

We have borrowed money from our President and we have conducted a private placement, an IPO, and multiple follow up private placements to provide funds to start our business and upgraded our vessel and its equipment.

Our vessel has just three usable berths while at sea. We plan to generate revenue from our sailing school, utilizing our vessel on offshore voyages to intensely train up to two students. While our business model indicates we can achieve a positive cash flow if we sell and deliver, each quarter, six one week voyages with two students training on each voyage, we have not achieved that goal.

We have placed classified advertising in sailing magazines, mailed our brochure and conducted telephone sales to book students from our office in Colorado. We have been attempting to generate revenue from students since February 2008, but as of August 31, 2014 and the date of this report we have trained one student on a two week voyage during early June of 2008, a second student on a one week voyage during April of 2009, a third student on Puget Sound during 2012 and, most recently, we trained two students on San Francisco Bay on a two-for-one special.

 

Securing and maintaining any licenses that may be deemed necessary by any governmental jurisdiction for commercial use of our sailing vessel will be expensive and time consuming. In the event we are unable or unwilling to comply, we could be forced to abandon efforts to secure licenses. Our vessel is foreign built and as such commercial activity within U.S. waters is governed by regulations of the US Department of Transportation. On August 17, 2012 we were notified by them that our application for a waiver of certain regulations that would normally be applicable to our vessel has been approved. This decision allows our vessel to engage in limited commercial activity in US waters, but only within those U.S. waters associated with Washington, California, Hawaii, Texas and Florida. In accordance with this waiver, our current certificate of documentation, dated September 27, 2014 contains a limited "coastwise endorsement." This and numerous additional factors may delay or prevent us from generating revenue from our vessel and planned operations and our cash reserves could be depleted. An unfavorable outcome in connection with these and other risks is possible, however we are not presently able to predict the outcome. 

 Principal Services and their Markets

 

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

 

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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:

 

The tuition is US $1,750 per person, all inclusive. Students must provide their own air fare to and from the boat and must further provide their own clothing and personal safety equipment.

 

Marketing of our Service

 

Our President will book students and deposit prepaid tuition or deposits into the company's bank account. He will utilize classified advertisements in sailing magazines to generate phone calls from potential students. We then mail a two page brochure, "crew data sheet" and a custom letter to prospective students. 

 

Competition

 

We may face competition from other companies that advertise in the classified section of sailing magazines for the limited number of potential students. We have not done any study of the training programs offered by other companies or informally by individual boat owners. We face competition from sailing schools or individual boat owners offering larger and newer vessels, more experienced staff, greater business experience and asset and liability insurance. We have none of these resources. In addition, we face competition based on numerous factors including marketing and sales capability from larger companies. We have only limited experience in these areas at this time and therefore we are at a competitive disadvantage.

 

Intellectual Property

 

We have no intellectual property.

Governmental Regulation

 

While at sea we are not subject to governmental regulation beyond the documentation of our vessel and registration of its radio. In the event that any portion of our shore based activities, consisting primarily of logistics, student rendezvous and vessel maintenance were found to be in violation of the regulations of a country whose waters of port facilities we utilize, we may be forced to relocate, undergo delays and/or incur significant expenses in connection with licensing requirements or fines. We could be forced to suspend operations or face the impoundment of our vessel. As of August 31, 2014 and the date of this report our vessel is authorized to conduct sailing school activities in U.S. waters only within the waters associated with the states of Washington, California, Hawaii, Texas and Florida. We cannot assure you that in the future we will apply for, or successfully obtain, additional regulatory approvals.

 

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ENVIRONMENT

 

We believe that our operations comply in all material respects with applicable laws and regulations concerning the environment. While it is impossible to predict accurately the future costs associated with environmental compliance and potential remediation activities, compliance with environmental laws is not expected to require significant capital expenditures.

 

PRODUCT LIABILITY

 

Our service exposes the Company to liability claims by students and others. The company has only limited liability insurance. Any claim not covered by our policy could have a material adverse effect on our financial condition.

 

OUR FACILITIES

 

We conduct company administration, logistics and marketing from our US offices. We have no permanent base for our sailing vessel which is presently located in San Francisco Bay. Communication with our vessel is by High Frequency HAM radio or satellite phone while at sea and by land telephone, cell phone, fax or internet, as available, while in port. 

The following data includes our vessel's size, age and other data extracted from the "Report of Survey."

 

 

Other vessel equipment includes:

 

Propane stove and oven, drip-pot diesel cabin heater, 120VAC/12DC electrical system, RIB tender with outboard, navigational equipment, charts and reference library.

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SEASONALITY

Our business is materially affected by seasonal factors, including tropical storms, cyclones and hurricanes, which generally occur during the summer and fall seasons. We may relocate or curtail operations to reduce the risks associated with these and other violent weather phenomena.

EMPLOYEES

 

As of August 31, 2014 and the date of this report we have one employee.

RISKS RELATED TO OUR BUSINESS

The documents and registrations we now have are believed sufficient. We have had discussions with the Coast Guard to verify that our students will be considered as crew on our US Coast Guard Documented vessel while in passage from a port in one foreign country to a port in a different foreign country. Under US Coast Guard policy, we need not obtain any additional foreign certification or licensing on our vessel to undertake this type of passage with student crew aboard. We have no present plan, and there is no foreseeable future need to apply to any foreign government for any type of document, registration, certification, or license, commercial or otherwise for our vessel. Securing and maintaining any additional licenses, should such be deemed necessary by any governmental jurisdiction for commercial use of our sailing vessel will be expensive and time consuming. Should this or any related, but presently unforeseen, requirement significantly delay or prevent us from generating revenue from our vessel and planned operations, then our cash reserves could become significantly depleted. An unfavorable outcome in connection with these risks will likely cause an investor to lose his entire investment.

 

SINCE WE HAVE LIMITED REVENUES AND OUR COMPANY IS NEW AND HAS ONLY RECENTLY COMENCED PLANNED OPERATIONS, WE WILL NOT BE ABLE TO GENERATE SIGNIFICANT REVENUE IN THE NEAR FUTURE. FURTHER, THERE IS NO ASSURANCE THAT WE WILL EVER GENERATE SIGNIFICANT REVENUE. WE HAVE NOT GENERATED SIGNIFICANT REVENUE SINCE INCEPTION AND WE HAVE EXPERIANCED LOSSES SINCE INCEPTION. FAILURE TO GENERATE SUFFICIENT REVENUE TO PAY EXPENSES AS THEY COME DUE WILL RESULT IN THE FAILURE OF OUR COMPANY AND THE COMPLETE LOSS OF ANY MONEY INVESTED TO PURCHASE OUR SHARES.

We estimate that our present cash is not sufficient to sustain our business. Should student revenues not materialize as planned our business will need to find sources of cash to sustain operations. In the event that we are unable to find sufficient cash to sustain operations we would be forced to close our business and any investment in our shares would be a total loss.

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.

 

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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 three paying students for training aboard our vessel. Accordingly, we do not know if and when we will generate significant revenue. Because of these uncertainties, we might never generate enough revenue to allow shareholders to recoup and profit from their investment.

SINCE WE HAVE A HISTORY OF OPERATING LOSSES AND EXPECT EXPENSES AND LOSSES TO INCREASE IN THE NEAR TERM, WE DO NOT KNOW IF WE WILL EVER BECOME PROFITABLE OR THAT OUR INVESTORS WILL EVER RECOUP OR PROFIT FROM THEIR INVESTMENT IN OUR SHARES.

 

From the date of incorporation to August 31, 2014, our accumulated losses are $629,927. Since inception we have earned no significant revenues. We expect expenses and losses to increase in the near term as we fund yacht maintenance, yacht upgrades and incur general and administrative and marketing expenses. We expect to continue to incur substantial operating losses unless and until sailing school operations generate sufficient revenues to fund continuing operations. As a result, investors might never recoup their investment or profit from their investment in our shares.

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

The actual results, if any, of marketing efforts and planned operations are difficult to predict and will vary dramatically due to factors we cannot presently control or predict. These factors could include, the world economy, weather, political instability, health risks in countries where students of the sailing school are required to rendezvous with our yacht, fluctuations in the value of local currency and fluctuations in availability of port facilities, airline fares, diesel fuel, repair parts, skilled technicians and various other factors potentially detrimental to planned operations that may arise without notice. Loss of the services of our President could force operations to be delayed or suspended. Our failure to achieve marketing and operational objectives will mean that investors will not be able to recoup their investment or to receive a profit on their investment.

 

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.

 

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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 arm's 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.

As of the date of this report, management is evaluating the merits and risks associated with entering an additional business unrelated to its sailing school, however no definitive agreement has been signed.

 

  

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 68 years old, and who also is responsible for boat maintenance, training operations and serves as our captain. Mr. Wiegand is involved in other business activities and we have no written employment agreement with him. 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.  In light of the facts that our vessel is generally well maintained and student load has been below projections, Mr. Wiegand has been able to stay current with all needs of the Company under its present business plan. As required, our President, who has over 50 years of sailing experience, but holds no license, plans to conduct our training voyages. If we are unable to operate with one employee 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 six 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, cooperative programs with sailing schools that offer only basic training, 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.

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WE INTEND TO UTILIZE OUR VESSEL TO TRAIN STUDENTS OF OUR SAILING SCHOOL. WE BELIEVE WE HAVE COMPLIED WITH THE APPLICABLE REQUIREMENTS OF THE U.S. DEPARTMENT OF TRANSPORTATION AND U.S. COAST GUARD. HOWEVER,  WE HAVE NOT IDENTIFIED OR ATTEMPTED TO COMPLY WITH ANY APPLICABLE CERTIFICATION OR LICENSING REQUIREMENTS OF ANY OTHER JURISDICTIONS.

 

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 REGULATIONS OR TAXES THAT REQUIRE ADDITIONAL AND POTENTIALLY EXPENSIVE COMPLIANCE. SINCE WE HAVE ONLY LIMITED EXPERIENCE WITH OUR SERVICE, WE MIGHT BE UNABLE OR UNWILLING TO COMPLY WITH SUCH NEW REGULATION.

 

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.

 

Our vessel and our sailing school operations have recently been relocated to California on a trial basis. As of the date of this report we have not realized any significant revenue from California based operations and we have not filed a California State Income tax Return. We have not applied for any license to do business, received any tax bill from the State of California or voluntarily paid any tax to the State. Nonetheless, we understand that we are likely subject us to a minimum tax charged by the state of California to do business within California. In connection with this contingency, our accountant has recommended that we include an $800 annual expense for doing business in California in our financial statements. Accordingly we have made allowance for such a cash outlay.

 

Additionally, various counties located in California assess personal property taxes on business or personal assets located within their jurisdiction. To date we have not experienced any similar situation elsewhere; however, during early 2013 we received such a tax notice from Alameda County where our vessel was on January 1, 2013 at San Leandro Marina. We  disputed the amount of tax which we believe was not calculated based upon an accurate valuation of our vessel. On August 4, 2014 we received notification that Alameda County had changed the assessed value of our vessel and the situation was resolved and tax of $310 was paid. Further, we understand that in the event such local personal property taxes, regardless of their accuracy, remain unpaid, and we are not able to take advantage of provisions we believe exempt transient vessels from the tax, we could find our vessel subject to aggressive tax collection methods, including tax lien and/or associated penalties.  As of the date of this report we are not able to predict the outcome of this and any related uncertainties.

 

IF OUR COMPETITORS SUCCEED IN DEVELOPING COMPETING SERVICES EARLIER THAN WE DO, IN OBTAINING REGULATORY APPROVALS THAT MAY BECOME MANDATORY 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 our curriculum and prepare our vessel. 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.

 

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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:

 

 

OUR YACHT AND ALL COMPANY OPERATIONS ARE PRESENTLY UNDER-INSURED AND MAY CONTINUE TO BE UNDER-INSURED AND THUS WE ARE, AND MAY 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. While we have recently increased our level of coverage, we have been unable to afford more complete insurance coverage. A policy that offers more coverage is both very expensive and difficult to obtain. In the future, insurance coverage may 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. To date we have been unable to obtain sufficient insurance coverage on reasonable terms or to otherwise protect against potential liability claims. As a result, 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.

 

ITEM 2. DESCRIPTION OF PROPERTY

 

DESCRIPTION OF PROPERTY

 

We currently maintain office space of approximately 200 square feet located at 16200 WCR 18E, Loveland, Colorado, 80537, in the home office of our President at a monthly rate of $100 pursuant to verbal agreement. Rent is contributed. We do not foresee a need for additional space.

 

 

ITEM 3. LEGAL PROCEEDINGS

 

There is no litigation or regulatory proceeding pending or threatened by or against us.

 

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 None.

 

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Part II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

 

MARKET INFORMATION

 

Our trading symbol is RSWN.

As of August 31, 2014 and the date of this report, our common stock is quoted by several market makers on the OTCQB, operated by OTC Markets. The criteria for listing on either the OTCBB, operated by FINRA, or OTCQB operated by OTC Markets are similar and include that we remain current in our SEC reporting. Our reporting is presently current and, since inception, we have filed our SEC reports on time.

We have recently been notified by OTC Markets that they will begin charging companies listed on the OTCQB an annual fee. In the past no such fees were charged. Unless we experience increased trading volume such that a market maker will maintain a listing our shares on the OTCBB, we have little choice but to pay the required annual fee to OTC Markets and thus remain listed on the OTCQB.

 

HOLDERS

As of the date of this report, there were approximately 115 holders of our common stock.

We completed an Initial Public Offering of our Common Shares.

During the period from May 10, 2007 to November 10, 2007 we received Subscription Agreements and related investments from 63 persons to purchase 239,000 shares of our common stock at a purchase price of $0.25 per shares, all subject to our effective Registration Statement and Prospectus. All shares were sold by Management.  Proceeds, amounting to $59,750 passed through escrow at Corporate Stock Transfer, Denver, Colorado and were deposited into our checking account.

Our Initial Public Offering closed on November 10, 2007.

 

DIVIDENDS

 

We have not declared or paid any cash dividends on our common stock nor do we anticipate paying any in the foreseeable future. Furthermore, we expect to retain any future earnings to finance our operations and expansion. The payment of cash dividends in the future will be at the discretion of our Board of Directors and will depend upon our earnings levels, capital requirements, any restrictive loan covenants and other factors the Board considers relevant.

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.

 

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RECENT SALES OF UNREGISTERED SECURITIES; USE OF PROCEEDS FROM REGISTERED SECURITIES

 

The following shares were issued under Section 4(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated by the Securities and Exchange Commission:

On October 23, 2012, we issued Katherine Gould 33,334 shares of our common stock in consideration for $5,000.

On June 24, 2013, we issued Sonja Gouak 8,000 shares of our common stock in exchange for services valued at $2,000.

On September 3, 2013, we issued Craig K. Olson 20,000 shares of our common stock in consideration for $3,000.

On March 17, 2014, we issued Ruth Harrison Revocable Trust 18,000 shares of our common stock in consideration for $2,700.

On March 19, 2014 we issued  James B. Wiegand 600,000 shares of our common stock in consideration of cancelation of notes totaling $90,000.

On March 20, 2014 we issued Michael Wiegand 100,000 shares of our common stock in consideration of services valued at $15,000.

On May 8, 2014, we issued Larry Willis 100,000 shares of our common stock in consideration for $15,000.

On September 25, 2014, we issued Craig K. Olson 100,000 shares of our common stock in consideration of $15,000.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

 

We made no purchases of our equity securities nor were any such purchases made by any purchaser affiliated with us.

 

OUR TRANSFER AGENT

 

We have appointed Standard Registrar and Transfer Agency, Albuquerque, New Mexico, as transfer agent for our Common shares. Standard is responsible for all record-keeping and administrative functions in connection with our common shares.

 

ITEM 6. SELECTED FINANCIAL DATA- NOT APPLICABLE

 

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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

 

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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.

 

We set sail on our first student training voyage in late May 2008.  Our vessel, captained by Michael Wiegand, sailed from New Zealand to New Caledonia with one student aboard. The voyage required just over two weeks and was completed in June 2008. The student was a non-related third party voyaging on a "share expense" basis. While no net revenue was generated we gained valuable experience and written student feedback.

We conducted our second student training voyage in April 2009. Net revenue of $1,750 was earned for the one week voyage. The student was a non-related third party.

Our third student training voyage was conducted by James Wiegand in Puget Sound during July of 2012. The student was a non-related third party. We generated $1,750 in net revenue from student tuition.

In 2013 a student training was conducted by James Wiegand on San Francisco Bay. The two students were non-related father and son who took advantage of our two-for-one special. We generated $1,750 in net student tuition.  Our most recent student training took place in May 2014 and generated $1,000 in net revenue.

 

Subject to local weather conditions we plan to generate revenue as soon as more students can be located and booked. From March 1, 2005 (inception), through August 31, 2014 and the date of this Form 10-K, we had $6,250 of operating revenues. Going forward, we intend to generate revenue from student tuition.

The typhoon season imposes seasonal limitations for the operation of small sailing vessels offshore. Cyclone activity, which occurs seasonally, will have an adverse effect on bookings and revenues. In northern latitudes, the increased frequency of gales and generally uncomfortable conditions will cause our bookings to decline significantly. We evaluate the seasonal relocation of our vessel as a potential strategy to partially offset loss of revenue caused by weather and cyclone restrictions.

Recently, we applied for and received waiver of certain provisions applicable to foreign built vessels, such as ours, that wish to operate commercially in US waters. Accordingly, we relocated our vessel to San Francisco, California, which is a popular training location for sailors. From February of 2013 through September 2013, San Francisco hosted the Americas Cup sailing event. We believe our future marketing efforts may benefit by giving us access to a large community of motivated sailors who may wish to enroll for training on an open ocean voyage.  This corresponds with our company mission to upgrade the skill and sailing experiences of our students. For example, novice sailors who have in the past been confined to the San Francisco Bay, or similar protected waters elsewhere, may wish to enroll and gain experience outside the Golden Gate. There they will experience open ocean conditions including high seas, high winds, fog, large vessel traffic and conditions far different from those encountered in the Bay. Additionally, the San Francisco Bay is a frequent starting point, or re-provisioning port for blue water voyages bound for Hawaii or points south, including the Channel Islands, San Diego, Mexico, Central America and Polynesia. The Oyster Point Marina, where our vessel presently lies, is just minutes from the San Francisco airport. We believe that lower travel costs and time requirements for US based students traveling to our vessel may contribute to an increase rate of future bookings.

To date our student enrolment remains significantly below our original projections. The activity level of our school has never, in the past, significantly benefited from any of our past relocations. As of the date of this report, despite efforts by management to network with local captains employed by other sailing schools, we have experienced no significant advantage from locating our sailing school in the Bay Area.

We may complete significantly less than the six one week training voyages each quarter if we are not be able to book 100% of available voyage dates. Further, there may be cancellations or other events which keep our vessel in port. Much factors such as weather, mechanical and electrical breakdowns and the state of the economy are beyond our control. Therefore, we are unable to predict the annual cash flow and profitability of the sailing school.

 

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We have found our vessel to be sound and seaworthy during the 2005-2006 voyages from Florida to Ecuador. After minor modifications to the deck plan Michael Wiegand single-handed our vessel from Ecuador to Australia and has thus demonstrated that our vessel can be sailed with no assistance from student crew. While Michael Wiegand is no longer serving as our captain, our President, James Wiegand, recently sailed our vessel solo from Neah Bay Washington to California. We believe our sound and sea worthy vessel and the proven experience of our personnel is key to our business plan in that any students we are training will not need to contribute to the operation of the vessel should they become incapacitated during a voyage.

 

Our target student will likely be a novice sailing enthusiast looking to crew for the adventure and travel experience or who is shopping for, or has just purchased a cruising sailboat. The training conducted by our sailing school will help the student select and equip a sailing vessel and prepare for crossing an ocean safely and confidently. We will admit less experienced sailors than those who can qualify themselves as experienced crew. In return for the higher cost, our week of training at sea delivered to our students at sea will be more personalized and structured than the typical "share expenses" crew opportunity.  Potential crew and novice yacht owners use classified advertisements as one method to locate a sailboat with plans for a specific voyage where they may gain experience. Generally, this is arranged by paying a portion of the expenses of the voyage. We may reject the applications of prospective students who are not, in our opinion, physically and mentally prepared for the challenge of ocean voyaging.

 We have initiated marketing efforts with advertisements designed to attract students to our sailing school  As of the date of this report, we have seen only very limited results from our advertising and have recently changed where we advertise.  We anticipate that by continuing to advertise we can locate and book students and thereafter begin generating significantly more revenue from training voyages.

 Marketing expenses are budgeted at $250 per month, maximum. We believe we can reach an enthusiastic and qualified group of prospective students through classified advertising in sailing magazines that cater to people who dream of someday crossing oceans in their own cruising boat. We believe this is a cost effective way to reach adventurous boaters who have serious sailing ambitions. 

 

We believe that we will be most successful by advertising consistently each month. This was done during the periods preceding our training voyages. Our advertisements contain our office phone number and the address of our websites. Callers either reach James Wiegand or a recorded message with an opportunity to leave a name and phone number for a return call.

 As of the date of this report, our advertising program has produced only disappointing results. We have received very few calls from prospective students; however, the five students we have trained to date located us through our classified advertisement. We plan to continue monthly advertising and have, on occasion, added a photo of our vessel to run with the copy. We have also solicited editorial coverage for our sailing school. One editorial has been written and published in the November 2008 edition of "Cruising World" magazine. Improved response to our advertising was noted. Significant improvement in our revenues has not materialized to date.

 

Vessel Upgrades. We conducted an IPO by management and completed the minimum offering on November 9, 2007, raising over $56,000. This money has been used in our sailing school where expenses for vessel upgrades and maintenance, operations and public company costs are substantial. We are making efforts to keep costs to a minimum consistent with the requirements of safety at sea and good seamanship.

 

We believe that while our cost of operating as a public company is higher than for a similar private company, our cost of capital as a public company will be less than it would be for a similar private company and further, as our business grows a smaller portion of our annual expenses will ultimately be composed of public company expense. 

We estimate that our quarterly cash flow, without allowances for extraordinary events or ongoing maintenance and miscellaneous costs will be positive once we average six training voyages per quarter. In view of the disappointing results of our marketing program to date, there can be no assurance that we will be able to book and complete additional training voyages or generate any revenue in the future.

 

The survey done on our vessel in 2005 states that the design and construction of our vessel is sound. The survey also states that our vessel needs proper ongoing maintenance to safely undertake ocean voyages. Consistent with the surveyor's recommendations we undertook a two month refit prior to the voyage from Florida to Australia. This included the replacement of all standing rigging, installation of a new diesel auxiliary engine and many additional upgrades needed for eventual use of the vessel for student training.  

 

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Our current maintenance strategy is to perform a major haul out on an as needed basis. Following the return voyage to the U.S. via Japan, our vessel was hauled out in Port Townsend, Washington. There we undertook extensive preventative maintenance and repairs.  Based upon past experience with our vessel, we anticipate further periodic maintenance and upgrade expenses will be required to keep our vessel in top shape for future training voyages.  Vessel maintenance costs will likely increase as level of use and age increases. This could have a material adverse effect on our cash flow. 

 

Our business model indicates we can achieve a positive cash flow as a public company if we can successfully sell and deliver, each quarter, six one week voyages with two students training on each voyage. Our vessel has three usable berths (beds) while at sea. As of the date of this report we have failed to generate significant revenue. We continue our efforts to book students for our planned voyages.

Financial Condition and Results of Operation

We have relocated and significantly prepared our vessel for operation as a sailing school, but, as of August 31, 2014 and the date of this report we have completed the training of only three regular paying students.

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

 

We conducted our second student training voyage in April 2009, a third during July of 2012, a fourth during 2013, and a fifth training voyage in May 2014.   Net revenue of $6,250 was earned for all the voyages. All students have been non-related third parties.

We have had operating revenues of $6,250 since inception, March 1, 2005 through August 31, 2014.  We have incurred operating expenses totaling $607,021 as of August 31, 2014. Such expenses consisted primarily of general and administrative, professional fees and services in connection with our Registration Statement and costs incurred to refurbish and relocate our sailing vessel. We have generated an accumulated deficit of $629,927 as of August 31, 2014. As of the date of this report our losses continue to mount.

Our net loss increased by $4,405 or 8% to $61,723 from $57,318 for the year ended August 31, 2014 compared with the prior year ended August 31, 2013. This was primarily attributed the net effect of the following four factors:

 

Liquidity and Capital Resources

Management completed an Initial Public Offering of our common stock and proceeds of the offering were transferred from escrow to our bank on November 16, 2007.

On January 22, 2009 management initiated sale of a Regulation D Private Placement of up to 125,000 shares of its common stock at a price of $0.20 per share.  The offering was completed during June 2010 with 125,000 restricted shares issued in consideration of $25,000 in offering proceeds. All proceeds have been deposited into the company's bank and utilized for operations.

 

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During July of 2010 management initiated sale of a Regulation D Private Placement of up to 133,334 shares of its common stock at a price of $0.15 per share.  At August 31, 2010, 33,334 restricted shares had been issued in consideration of $5,000 in offering proceeds. All proceeds were deposited into the company's bank and utilized for operations.

During February of 2011 management initiated sale of a Regulation D Private Placement of its common stock at a price of $0.15 per share.  At August 31, 2010, 290,003 restricted shares had been issued in consideration of $ 43,500 in offering proceeds. This private placement is open and the company anticipates receiving the additional investments as necessary to sustain future operations.  All proceeds have been deposited into the company's bank and utilized for operations.

At August 31, 2014, we had $2,315 in cash and a working capital deficit of $47,727.  As of the date of this report our liquidity and capital resources continue to decline.

The Company has had net losses and minimal revenue since inception. 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.

 

 

ITEM 8. FINANCIAL STATEMENTS.

The financial statements and supplementary data required by this item are submitted on page 20 of this report.

 

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Index to Financial Statements

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Rosewind Corporation

Loveland, Colorado

We have audited the accompanying balance sheets of Rosewind Corporation as of August 31, 2014 and 2013, and the related statements of operations, shareholders' equity (deficit), and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.


We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.


In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Rosewind Corporation as of August 31, 2014 and 2013, and the results of its operations and its cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 4 to the financial statements, the Company has incurred significant losses since inception, raising substantial doubt about its ability to continue as a going concern.  Management's plans in regard to these matters are also described in Note 4.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ HJ & Associates, LLC
HJ & Associates, LLC

Salt Lake City, Utah

November XX, 2014

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ROSEWIND CORPORATION

Balance Sheets

 

 

See accompanying notes to financial statements

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ROSEWIND CORPORATION

Statements of Operations

 

 

 See accompanying notes to financial statements

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ROSEWIND CORPORATION

Statements of Changes in Shareholders' Equity (Deficit)

 

										Additional				Common
		Common Stock								Paid-in				Stock				Accumulated				Total
		Shares				Amount				Capital				Subscription				Deficit				Equity
Balance at September 1, 2012			4,856,068			$	407,027			$	34,641				—			$	(511,386	)		$	(69,718	)
Office space contributed by
an officer			—				—				1,200				—				—				1,200
Services contributed by an officer			—				—				4,980				—				—				4,980
Common stock issuance for cash on
October 23, 2012 at $0.15 per share			33,334				5,000				—				—				—				5,000
Common stock issued for services on
June 24, 2013 at $0.25per share			8,000				2,000				—				—				—				2,000
Common stock subscribed on			—				—				—				3,000				—				3,000
August 27, 2013
Net Loss year ended August 31, 2013			—				—				—				—				(57,318	)			(57,318	)
Balance at August 31, 2013			4,897,402				414,027				40,821				3,000				(568,704	)			(110,856	)
Issuance of common stock subscription on September 3, 2013			20,000				3,000				—				(3,000	)			—				—
Office space contributed by
an officer			—				—				1,200				—				—				1,200
Services contributed by an officer			—				—				3,690				—				—				3,690
Common stock issuance for cash on March 17, 2014 at $0.15 per share			18,000				2,700				—				—				—				2,700
Common stock issued in exchange for services March 20, 2014 valued at $0.15 per share			100,000				15,000				—				—				—				15,000
Common stock issuance for cash on May 8, 2014 at $0.15 per share			100,000				15,000				—				—				—				15,000
Conversion of $90,000 secured note into common stock March 19, 2014 valued at $0.15 per share			600,000				90,000				—				—				—				90,000
Net loss year ended August 31, 2014			—				—				—				—				(61,723	)			(61,723	)
Balance at August 31, 2014			5,735,402			$	539,727			$	45,711				—			$	(630,427	)		$	(44,989	)

 

See accompanying notes to financial statements

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ROSEWIND CORPORATION

Statements of Cash Flows

 

 

 During the year ended August 31, 2014, the Company issued 20,000 shares of common stock in satisfaction of a common stock subscription of $3,000.  Also the Company issued 600,000 shares of common stock upon conversion of $90,000 in outstanding related party loans payable.

See accompanying notes to financial statements

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ROSEWIND CORPORATION

Notes to the Financial Statements

August 31, 2014 and 2013

 

 

NOTE 1 -  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a.  Organization

Rosewind Corporation (the "Company") was initially incorporated on August 9, 2002 in the State of Colorado.  On August 13, 2005, the Company issued its sole officer and director 100,000 shares of its no par common stock as payment for $500 in fees and expenses incurred as part of organizing the Company.  During October 2002, the sole officer and director contributed $100 to the Company in order to open a bank account in the Company's name.  Following the cash contribution, the Company remained inactive through June 1, 2004 when the corporation was dissolved.

In March 2005, the sole officer and director decided to reinstate the Company and develop an offshore sailing school near the Australian Great Barrier Reef.  Although the Company was officially reinstated with the State of Colorado on April 21, 2005, the accompanying financial statements report March 1, 2005 as the date of inception for accounting purposes, which was the date the Company commenced its operating activities.

b.  Accounting Method

The Company's financial statements are prepared using the accrual method of accounting.  The Company has elected an August 31 year-end.

c.  Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

d.  Income Taxes

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences.  Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 

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ROSEWIND CORPORATION

Notes to the Financial Statements

August 31, 2014 and 2013

 

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

d.  Income Taxes (Continued)

Net deferred tax assets consist of the following components as of August 31:

 

The income tax provision differs from the amount of income tax determined by applying the U.S. income tax rate to pretax income from continuing operations for the years ended August 31, 2014 and 2013 due to the following:

At August 31, 2014, the Company had net operating loss carryforwards of approximately $490,900, which expires in 2034, that may be offset against future taxable income as long as the "continuity of ownership" test is met.  No tax benefit has been reported in the August 31, 2014 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations.  Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years.

 

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ROSEWIND CORPORATION

Notes to the Financial Statements

August 31, 2014 and 2013

 

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

d.  Income Taxes (Continued)

 

The Company has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions.  The Company has identified its federal tax return and its state tax return in Colorado as "major" tax jurisdictions, as defined.  No reserves for uncertain tax positions have been recorded.  With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2009.

e.  Loss per Common Share

The Company reports net loss per share using a dual presentation of basic and diluted loss per share. Basic net loss per share excludes the impact of common stock equivalents.  Diluted net loss per share utilizes the average market price per share when applying the treasury stock method in determining common stock equivalents.  At August 31, 2014 there were no variances between the basic and diluted loss per share as there were no potentially dilutive securities outstanding.

The following table sets forth the computation of basic loss per share for the periods indicated:

 

f.  Property and Equipment

The Company's capital assets consist of one sailing vessel, a 1982/86 Jason 35 Cutter rig, and an inflatable boat which are stated at the lower of cost or market.  Depreciation is calculated using the straight-line method over the estimated useful life of the vessel and related improvements, ranging from five to ten years.  Expenditures for additions and improvements are capitalized, while repairs and maintenance costs are expensed as incurred.  The cost and related accumulated depreciation of any capital assets that are sold or otherwise disposed of are removed from the accounts and any gain or loss is recorded in the year of disposal.

Fixed assets and related depreciation for the years ended August 31 are as follows: 

 

 

Depreciation expense was $4,780 and $4,942 for the years ended August 31, 2014 and 2013, respectively.

 

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ROSEWIND CORPORATION

Notes to the Financial Statements

August 31, 2014 and 2013

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

g. Revenue Recognition

Revenue will be recognized when the services are provided and collection is reasonably assured.

h. Advertising

The Company follows the policy of charging the costs of advertising to expense as incurred.  The Company recognized $65 and $345of advertising expense during the years ended August 31, 2014 and 2013, respectively.

i. Newly Adopted Accounting Pronouncements

As of August 31, 2014, the Company has adopted the amendment to (Topic 915) Development Stage Entities, for the elimination of certain disclosures currently required under U.S. generally accepted accounting principles (GAAP) in the financial statements for development stage entities. The amendment removes the definition of a development stage entity, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. The Company has eliminated the inception-to-date information in the statements of income, cash flows, and shareholder equity. The financial statements are no longer labeled as a development stage entity, and no disclosure is required for a description of the development stage activities the entity is engaged or when they are no longer a development stage entity. The Company does not believe the accounting standards currently adopted will have a material effect on the accompanying condensed financial statements.

j.    Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

k.    Risks and Uncertainties

The Company has not insured the yacht in the past.  The Company has obtained a liability only policy which provides $100,000 watercraft liability and $1,000 in watercraft medical payments per person.  The Company has no insurance on the yacht itself, and the limits on the current policy may leave the Company open to further liabilities.

 

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ROSEWIND CORPORATION

Notes to the Financial Statements

August 31, 2014 and 2013

 

 

NOTE 2 -  RELATED PARTY TRANSACTIONS

As of August 31, 2014, the Company has a secured promissory note to the sole officer and director for $30,985 for working capital.  The loan carries a 6% interest rate and is due on demand and is secured by the sailing vessel.  During the year ended August 31, 2014, the Company converted $90,000 of the secured promissory note into 600,000 shares of common stock. Accrued interest payable on the loan totaled $17,607 and $13,373 as of August 31, 2014 and 2013, respectively.

For the years ended August 31, 2014 and 2013 the sole officer of the Company contributed services and rent valued at $4,890 and $6,180, respectively. This amount has been booked to additional paid in capital.

NOTE 3 - COMMON STOCK TRANSACTIONS

During the year ended August 31, 2014 the Company issued 20,000 shares of common stock in satisfaction of a common stock subscription of $3,000. The Company also issued 100,000 shares of common stock for services performed on behalf of the Company valued at $15,000. The Company also converted $90,000 of the secured promissory note into 600,000 shares of common stock. In addition, the Company issued 118,000 shares of common stock for cash of $17,700.

 

During the year ended August 31, 2013, The Company issued 33,334 shares of common stock for cash of $5,000.  The Company also issued 8,000 shares of common stock in exchange for services valued at $2,000.

 

NOTE 4 - GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  The Company has had net losses and minimal revenue since inception.  These factors, among others, may indicate that there is substantial doubt that the Company will be unable to continue as a going concern for a reasonable period of time.

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

 

NOTE 5 -SUBSEQUENT EVENT

  Subsequent to year end, the Company issued 100,000 shares of common stock for cash.  The Company has evaluated all other subsequent events from the balance sheet date through the date the financials were issued, and has determined there are no events that would require disclosure herein.

 

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ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND ACCOUNTING AND FINANCIAL DISCLOSURE

None.

 

ITEM 9A. CONTROLS AND PROCEDURES.

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the participation of our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act).   Accordingly, we concluded that our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act were effective as of August 31, 2014 to ensure that information required to be disclosed in reports we file or submit under the Exchange Act is recorded, processed, and summarized and reported within the time periods specified in SEC rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions as appropriate to allow timely decisions regarding required disclosure.

 

Management's Annual Report on Internal Control Over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) and 15d-(f) under the Exchange Act. Our internal control over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with U. S. generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

 

Management assessed the effectiveness of the Company's internal control over financial reporting as August 31, 2014. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.

 

Management has concluded that our internal control over financial reporting was effective as of August 31, 2014.

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Inherent Limitations Over Internal Controls

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations, including the possibility of human error and circumvention by collusion or overriding of controls. Accordingly, even an effective internal control system may not prevent or detect material misstatements on a timely basis. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control Over Financial Reporting.

We have made no change in our internal control over financial reporting during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Attestation Report of the Registered Public Accounting Firm.

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit us to provide only management's report in this annual report on Form 10-K.

ITEM 9B. OTHER INFORMATION.

None.

Part III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

 Our directors, executive officers and other significant employees, their ages, positions held and duration each person has held that position, are as follows:

 

 

BUSINESS EXPERIENCE

 

James B. Wiegand is a promoter of the company.

 

Following is a brief account of the education and business experience of each director, executive officer and key employee during at least the past five years, indicating each person's principal occupation during the period, and the name and principal business of the organization by which he was employed.

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MR. JAMES B. WIEGAND is our President and Sole Director since August 9, 2002. He was previously president and director of several blank check and development stage companies including Pinel Bay Corporation, Ambermax Corporation and other similar entities. He obtained his Bachelor of Science in Mechanical Engineering at the University of Denver in 1969. Mr. Wiegand's course work at the University of Denver included a minor in business. In 1972 Mr. Wiegand founded Solar Energy Research Corporation and took the company public in 1975, serving as president and director until October 1996. During the period from 1985 until 1992 Mr. Wiegand also held various sales, sales management, banking and investment banking positions with American Solar. Western Federal Savings and Loan, American Remodeling and RAF Financial. In 1992 Mr. Wiegand left employment as a stock broker  to reorganize Solar Energy Research for its 2,200 shareholders. In 1996 Solar Energy Research closed a $50,000,000 reverse acquisition of Telegen Corporation.

 

Mr. Wiegand has over 50 years of sailing experience including offshore voyaging in the waters of the North Atlantic, Gulf of Mexico, Caribbean, North and South Pacific and Southern Ocean.

 

Each director and executive officer holds office until the next annual meeting of shareholders or until his successor has been duly elected and qualified.

 

ITEM 11. EXECUTIVE COMPENSATION.

EXECUTIVE COMPENSATION

 

The following table presents all information regarding the compensation awarded to, earned by, or paid to named executive offices for the fiscal year ended August 31, 2014 and during the last two fiscal years.

SUMMARY COMPENSATION TABLE

 

 

 

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

 

The following table lists, as of August 31, 2014, the number of shares of our common stock beneficially owned by (i) each person or entity known to us to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each of our officers and directors; and (iii) all of our officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using "beneficial ownership" concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

 

The percentages below are calculated based on 5,735,402 shares of common stock which are issued and outstanding. Unless otherwise indicated, the business address of each such person is c/o Rosewind Corporation, 16200 WCR 18E, Loveland, Colorado 80537.

 

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(1) James B. Wiegand, our President received 100,000 shares of our common stock in consideration for his services and an additional 1,150,000 shares in consideration for our sailing vessel. On December 10, 2010 we issued  James B. Wiegand 490,654 shares of our common stock in consideration of cancelation of notes totaling $49,065.  On March 19, 2014 we issued  James B. Wiegand 600,000 shares of our common stock in consideration of cancelation of notes totaling $90,000.

(2) Katherine Gould received 600,000 shares of our common stock from the estate of her husband, Max Gould. The shares were originally issued to Max Gould in consideration for his services rendered.

(3) Michael Wiegand, son of our President, received 700,000 shares of our common stock as compensation for his initial services rendered as Captain. On August 3, 2011 we issued Michael Wiegand an additional 250,000 shares of our common stock in consideration of services valued at $37,500.  On March 20, 2014 we issued Michael Wiegand an additional 100,000 shares of our common stock in consideration of services valued at $15,000.

 

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

 

As of August 31, 2014, the Company has a secured promissory note to the sole officer and director for $30,985 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 $17,607 as of August 31, 2014.

For the years ended August 31, 2014 and 2013 the sole officer of the Company contributed services valued at $3,690 and $4,980, respectively. This amount has been booked to additional paid in capital.

 

Other than as set forth above, none of the following parties has, during the last two years, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

 

 

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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

For the fiscal year ended August 31, 2014, we incurred approximately $14,500 in fees to our principal independent accountants for professional services rendered in connection with the audit and reviews of our financial statements.

 

For the fiscal year ended August 31, 2013, we incurred approximately $14,500 in fees to our principal independent accountants for professional services rendered in connection with the audit and reviews of our financial statements.

 

Audit-Related Fees

 

The aggregate fees billed during the fiscal years ended August 31, 2014 and 2013 for assurance and related services by our principal independent accountants that are reasonably related to the performance of the audit or review of our financial statements (and are not reported under Item 9(e)(1) of Schedule 14A was $0 and $0, respectively.

 

Tax Fees

 

The aggregate fees billed during the fiscal years ended August 31, 2014 and 2013 for professional services rendered by our principal accountant tax compliance, tax advice and tax planning was $0 and $0, respectively.

 

All Other Fees

 

The aggregate fees billed during the fiscal years ended August 31, 2014 and 2013 for products and services provided by our principal independent accountants (other than the services reported in Items 9(e)(1) through 9(e)(3) of Schedule 14A was $0 and $0, respectively.

 

 

Part IV

 

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 

Exhibits

 

Reports on 8-K

 

        No reports were filed on Form 8-K this fiscal year.

 

 

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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.

 

 

 

 

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